Subsequent Events

12 Months Ended

Dec. 31, 2020

20. SUBSEQUENT EVENTS

Senior Notes Offerings

On January 11, 2021, Realogy Group together with Realogy Co-Issuer Corp. (the "Co-Issuer") issued $600 million aggregate principal amount of 5.75% Senior Notes due 2029, under an indenture dated as of January 11, 2021. On February 4, 2021, Realogy Group issued an additional $300 million aggregate principal amount of the 5.75% Senior Notes under the same indenture at an issue price of 101.5%.

The Company used $250 million of the proceeds from these issuances to repay a portion of outstanding borrowings under the Term Loan A Facility and $655 million of the proceeds to repay a portion of outstanding borrowings under the Term Loan B Facility.

The 5.75% Senior Notes are unsecured senior obligations of Realogy Group, mature on January 15, 2029 and bear interest at a rate of 5.75% per annum. Interest on the 5.75% Senior Notes will be payable semiannually to holders of record at the close of business on January 15 or July 15, immediately preceding the interest payment date on January 1 and July 1 of each year, commencing July 15, 2021.

The 5.75% Senior Notes are jointly and severally guaranteed by each of Realogy Group's existing and future U.S. subsidiaries that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility or that guarantees certain other indebtedness in the future (other than the Co-Issuer), subject to certain exceptions, and by Realogy Holdings on an unsecured senior subordinated basis.

The indenture governing the 5.75% Senior Notes contains various covenants that limit Realogy Group and its restricted subsidiaries’ ability to take certain actions, which covenants are subject to a number of important exceptions and qualification. These covenants include limitations on Realogy Group's and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to its stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of its subsidiaries to pay dividends or to make other payments to the Company, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of its assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the 5.75% Senior Notes.

Amendments to the Senior Secured Credit Facility and Term Loan A Facility

On January 27, 2021, Realogy Group entered into (1) a tenth amendment (the “Tenth Amendment”) to the Senior Secured Credit Agreement and (2) a fourth amendment (the “Fourth Amendment”) to the Term Loan A Agreement. The Tenth Amendment and Fourth Amendment are referred to collectively herein as the “2021 Amendments.”

The 2021 Amendments:

•extend the maturity for approximately $237 million of the approximately $434 million outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") after giving effect to the application of the proceeds of the 5.75% Senior Notes offering, from February 2023 to February 2025, subject to the foregoing:

◦if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Term Loan A will be March 2, 2023;

◦if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Term Loan A will be November 9, 2024;

•extend the maturity of approximately $948 million of the $1,425 million commitments under the Revolving Credit Facility (the "Extended Revolving Credit Commitment") from February 2023 to February 2025, subject to the earlier springing maturity dates applicable to the Extended Term Loan A described above; and

•make certain modifications to the Senior Secured Credit Agreement and Term Loan A Agreement, including amendments that reduced the maximum permitted senior secured leverage ratio (the financial covenant under such agreements) for the applicable trailing twelve-month period to below the levels that had been permitted under the

amendments to the Senior Secured Credit Agreement and Term Loan A Agreement that Realogy Group entered into on July 24, 2020 (the "2020 Amendments"), as follows:


Fiscal Quarter Ending						Senior Secured Leverage Ratio
December 31, 2020 to June 30, 2021						5.25 to 1.00
September 30, 2021 to March 31, 2022						5.00 to 1.00
June 30, 2022 and thereafter						4.75 to 1.00

The other covenants in the Senior Secured Credit Agreement and Term Loan A Agreement that were tightened under the 2020 Amendments will remain in place under the 2021 Amendments until the Company issues its financial results for the third quarter of 2021 and concurrently delivers an officer’s certificate to its lenders showing compliance with the senior secured leverage ratio set forth in the above table, subject to earlier termination, which we refer to as the covenant period. If Realogy Group’s senior secured leverage ratio does not exceed 5.00 to 1.00 for the fiscal quarter ending June 30, 2021 (as compared to 5.50 to 1.00 under the 2020 Amendments), the covenant period will end at the time Realogy Group delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio described above will continue to apply. As was the case under the 2020 Amendments, Realogy Group also may elect to end the covenant period at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the senior secured leverage ratio will reset to the pre-amendment level of 4.75 to 1.00 thereafter.

Under the 2021 Amendments, quarterly amortization payments are required on the Extended Term Loan A, commencing with the quarter ending June 30, 2021, equal to a percentage of the principal amount of Extended Term Loan A outstanding as of the date of the Fourth Amendment, as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A Facility due at maturity. No amortization payments are required on the portion of the Term Loan A Facility that was not extended.