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Short And Long Term-Debt | 9 Months Ended
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Sep. 30, 2021
Debt Disclosure [Abstract] |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows:
| September 30, 2021 |  | December 31, 2020
Senior Secured Credit Facility: |  |  |
Non-extended Revolving Credit Commitment | $ | — |  |  | $ | — |
Extended Revolving Credit Commitment | — |  |  | — |
Term Loan B | — |  |  | 1,036 |
Term Loan A Facility: |  |  |
Non-extended Term Loan A | — |  |  | 681 |
Extended Term Loan A | 233 |  |  | — |
7.625% Senior Secured Second Lien Notes | 542 |  |  | 540 |
4.875% Senior Notes | 406 |  |  | 406 |
9.375% Senior Notes | 544 |  |  | 544 |
5.75% Senior Notes | 898 |  |  | — |
0.25% Exchangeable Senior Notes | 324 |  |  | — |
Total Short-Term & Long-Term Debt | $ | 2,947 |  |  | $ | 3,207 |
Securitization Obligations: |  |  |
Apple Ridge Funding LLC | $ | 144 |  |  | $ | 102 |
Cartus Financing Limited | 2 |  |  | 4 |
Total Securitization Obligations | $ | 146 |  |  | $ | 106 |
Indebtedness Table As of September 30, 2021, the Company’s borrowing arrangements were as follows:
| Interest Rate |  | Expiration Date |  | Principal Amount |  | Unamortized Discount (Premium) and Debt Issuance Costs |  | Net Amount
Senior Secured Credit Facility (1): |  |  |  |  |  |  |  |  |
Non-extended Revolving Credit Commitment | (2) |  | February 2023 |  | $ | — |  |  | $ * |  | $ | — |
Extended Revolving Credit Commitment | (2) |  | February 2025 (3) |  | — |  |  | * |  | — |
Term Loan B | (4) |  | February 2025 |  | — |  |  | — |  |  | — |
Term Loan A Facility (5): |  |  |  |  |  |  |  |  |
Non-extended Term Loan A | (6) |  | February 2023 |  | — |  |  | — |  |  | — |
Extended Term Loan A | (7) |  | February 2025 (3) |  | 234 |  |  | 1 |  |  | 233 |
Senior Secured Second Lien Notes (8) | 7.625% |  | June 2025 |  | 550 |  |  | 8 |  |  | 542 |
Senior Notes (8) | 4.875% |  | June 2023 |  | 407 |  |  | 1 |  |  | 406 |
Senior Notes (8) | 9.375% |  | April 2027 |  | 550 |  |  | 6 |  |  | 544 |
Senior Notes (8) | 5.75% |  | January 2029 |  | 900 |  |  | 2 |  |  | 898 |
Exchangeable Senior Notes | 0.25% |  | June 2026 |  | 403 |  |  | 79 |  |  | 324 |
Total Short-Term & Long-Term Debt | $ | 3,044 |  |  | $ | 97 |  |  | $ | 2,947 |
Securitization obligations: (9) |  |  |  |  |  |  |  |  |
Apple Ridge Funding LLC (10) |  | June 2022 |  | $ | 144 |  |  | $ * |  | $ | 144 |
Cartus Financing Limited (11) |  | September 2022 |  | 2 |  |  | * |  | 2 |
Total Securitization Obligations | $ | 146 |  |  | $ | — |  |  | $ | 146 |
_______________ *The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1)The available capacity under the Non-extended Revolving Credit Commitment is $477 million, while the available capacity under the Extended Revolving Credit Commitment is $948 million. As of September 30, 2021, there were no outstanding borrowings under either the Non-extended Revolving Credit Commitment or Extended Revolving Credit Commitment and $42 million of outstanding undrawn letters of credit. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier springing maturity described in footnote (3), the Extended Revolving Credit Commitment expires in February 2025, but in each instance, amounts outstanding would be classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities. On November 1, 2021, the Company had no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. (2)Interest rates with respect to revolving loans under the Senior Secured Credit Facility at September 30, 2021 are based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 1.75% and the ABR margin was 0.75% for the three months ended September 30, 2021. (3)The maturity date of each of the Extended Revolving Credit Commitment and Extended Term Loan A may spring forward to March 2, 2023 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). (4)In January and February 2021, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $655 million of outstanding borrowings under the Term Loan B Facility. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. In September 2021, the Company used cash on hand to repay approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility, representing all of the remaining Term Loan B due 2025. The Term Loan B Facility provided for quarterly amortization payments totaling 1% per annum of the $1,080 million original principal amount. The interest rate with respect to term loans under the Term Loan B Facility was based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). (5)In January 2021, prior to the effective date of the 2021 Amendments, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $250 million of outstanding borrowings under the Term Loan A Facility. The interest rates with respect to each of the Non-extended Term Loan A and Extended Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 1.75% and the ABR margin was 0.75% for the three months ended September 30, 2021. (6)In September 2021, the Company used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility, representing all of the remaining Non-extended Term Loan A due 2023. The Company was not required to make amortization payments on the Non-extended Term Loan A. (7)The Extended Term Loan A has quarterly amortization payments, which commenced on June 30, 2021, equal to a percentage per quarter of the $237 million principal amount of the Extended Term Loan A outstanding on January 27, 2021 (the effective date of the 2021 Amendments), 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 due at maturity on February 8, 2025. (8)Realogy Group may redeem all or a portion of the Unsecured Notes or 7.625% Senior Secured Second Lien Notes, as applicable, at the redemption price set forth in the applicable indenture governing such notes, commencing on the following dates:
| Date
7.625% Senior Secured Second Lien Notes | June 15, 2022
4.875% Senior Notes | March 1, 2023
9.375% Senior Notes | April 1, 2022
5.75% Senior Notes | January 15, 2024
Prior to the dates noted above, Realogy Group may redeem the applicable notes at their option, in whole or in part, at a redemption price equal to 100% of the principal amount of such notes redeemed plus a "make-whole" premium as set forth in the applicable indenture governing such notes. In addition, prior to the dates noted above, we may redeem up to 40% of the notes (other than the 4.875% Senior Notes) from the proceeds of certain equity offerings as set forth in the applicable indenture governing such notes. See below under the header "Exchangeable Senior Notes" for information on certain redemption features of the Exchangeable Senior Notes. (9)Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. (10)As of September 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $56 million of available capacity. (11)Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of September 30, 2021, the Company had $20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $18 million of available capacity. In August 2021, Realogy Group extended the existing Cartus Financing Limited securitization program to September 2021 and in September 2021 the program was amended and further extended from October 2021 to September 2022, consisting of a £5 million revolving loan facility and a £5 million working capital facility. Maturities Table As of September 30, 2021, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2021 and each of the next four years is as follows:
Year |  | Amount
Remaining 2021 (a) |  | $ | 1 |
2022 |  | 10 |
2023 |  | 423 |
2024 |  | 22 |
2025 |  | 735 |
_______________ (a)Remaining 2021 includes amortization payments for the Extended Term Loan A. The current portion of long-term debt of $9 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments for the Extended Term Loan A. Senior Secured Credit Agreement and Term Loan A Agreement The Company's Amended and Restated Credit Agreement dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the "Senior Secured Credit Agreement") governs its senior secured revolving credit facility (the "Revolving Credit Facility") and, until its repayment in full in September 2021, term loan B facility (the "Term Loan B Facility", and collectively with the Revolving Credit Facility, the "Senior Secured Credit Facility") and the Company's Term Loan A Agreement dated as of October 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the "Term Loan A Agreement") governs its senior secured term loan A credit facility (the "Term Loan A Facility"). In the first quarter of 2021, the Company repaid $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility using proceeds from its January and February 2021 issuances of $900 million 5.75% Senior Notes due 2029. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. In September 2021, the Company used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility (representing all of the remaining Non-Extended Term Loan A) and approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility (representing all of the remaining Term Loan B). In January 2021, Realogy Group entered into amendments to the Senior Secured Credit Agreement, referred to collectively herein as the "2021 Amendments", which among other things extended the maturity of a portion of the outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") and a portion of the commitments under the Revolving Credit Facility (the "Extended Revolving Credit Commitment"), in each case from February 2023 to February 2025, provided that 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 and Extended Revolving Credit Commitment will be March 2, 2023. Senior Secured Credit Facility The Senior Secured Credit Facility includes a $1,425 million Revolving Credit Facility which includes a $125 million letter of credit subfacility. The Revolving Credit Facility includes available capacity under the Non-extended Revolving Credit Commitment of $477 million and the available capacity under the Extended Revolving Credit Commitment of $948 million. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier springing maturity described above, the Extended Revolving Credit Commitment expires in February 2025. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio:
Senior Secured Leverage Ratio |  | Applicable LIBOR Margin |  | Applicable ABR Margin
Greater than 3.50 to 1.00 |  | 2.50% |  | 1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 |  | 2.25% |  | 1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 |  | 2.00% |  | 1.00%
Less than 2.00 to 1.00 |  | 1.75% |  | 0.75%
Until its repayment in full in September 2021, the Senior Secured Credit Facility also included the Term Loan B Facility issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B Facility had quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B Facility was based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%). The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries and subject to certain exceptions. Realogy Group's Senior Secured Credit Agreement contains financial, affirmative and negative covenants as well as a financial covenant that Realogy Group maintain (so long as commitments under the Revolving Credit Facility are outstanding) a maximum permitted senior secured leverage ratio, not to exceed 4.75 to 1.00. The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued under the Revolving Credit Facility at the testing date. Total senior secured net debt does not include the securitization obligations, 7.625% Senior Secured Second Lien Notes, or our unsecured indebtedness, including the Unsecured Notes and the Exchangeable Senior Notes. At September 30, 2021, Realogy Group was in compliance with the senior secured leverage ratio covenant. For the calculation of the senior secured leverage ratio for the third quarter of 2021, see Part I., "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility and Term Loan A Facility". Term Loan A Facility The term loans under the Term Loan A Facility were originally $750 million. In September 2021, the Company repaid the Non-extended Term Loan A due February 2023 in full. The Extended Term Loan A due February 2025, subject to earlier springing maturity described above, provides for quarterly amortization based on a percentage of the principal amount of $237 million, which commenced on June 30, 2021, 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 due at maturity on February 8, 2025. No amortization payments were required on the Non-extended Term Loan A. The interest rates with respect to the Term Loan A Facility are based on, at the Company's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company's then current senior secured leverage ratio:
Senior Secured Leverage Ratio |  | Applicable LIBOR Margin |  | Applicable ABR Margin
Greater than 3.50 to 1.00 |  | 2.50% |  | 1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 |  | 2.25% |  | 1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 |  | 2.00% |  | 1.00%
Less than 2.00 to 1.00 |  | 1.75% |  | 0.75%
The Term Loan A Agreement contains covenants that are substantially similar to those in the Senior Secured Credit Agreement. Senior Secured Second Lien Notes The 7.625% Senior Secured Second Lien Notes mature on June 15, 2025 and interest is payable semiannually on June 15 and December 15 of each year. The 7.625% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Realogy Intermediate and each domestic subsidiary of Realogy Group, other than certain excluded entities, that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility and certain of its outstanding debt securities. The 7.625% Senior Secured Second Lien Notes are also guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The 7.625% Senior Secured Second Lien Notes are secured by substantially the same collateral as Realogy Group's existing first lien obligations under its Senior Secured Credit Facility and Term Loan A Facility on a second priority basis. The indentures governing the 7.625% Senior Secured Second Lien Notes contain various covenants that limit the ability of Realogy Intermediate, Realogy Group and Realogy Group's restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 9.375% Senior Notes due 2027, as described under Unsecured Notes below. Unsecured Notes The 4.875% Senior Notes, 9.375% Senior Notes and 5.75% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on June 1, 2023, April 1, 2027 and January 15, 2029, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for the 4.875% Senior Notes, on April 1 and October 1 for the 9.375% Senior Notes, and on January 15 and July 15 for the 5.75% Senior Notes (which commenced on July 15, 2021). The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The indenture governing the 4.875% Senior Notes contains various negative covenants that limit Realogy Group's and its restricted subsidiaries' ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. 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 their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Realogy Group, (f) enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their 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 Unsecured Notes. The covenants in the indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the 4.875% Senior Notes, with certain exceptions, including several changes relating to Realogy Group's ability to make restricted payments, and in particular, its ability to repurchase shares and pay dividends. Specifically, with respect to the 9.375% Senior Notes Indenture, (a) neither the cumulative credit basket (nor any other basket) is available to repurchase shares to the extent the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 on a pro forma basis giving effect to such repurchase; (b) the cumulative credit basket for which restricted payments may otherwise be available is equal to 50% of Consolidated Net Income (as defined in such indenture) for the period (taken as one accounting period) from January 1, 2019 to the end of the most recently ended fiscal quarter for which internal financial statements are available at the time of any such restricted payment; provided however, that, to the extent the Consolidated Leverage Ratio is equal to or greater than 4.0 to 1.0, then 25% of the Consolidated Net Income for the aforementioned period will be included; (c) the consolidated leverage ratio must be less than 3.0 to 1.0 to use the unlimited general restricted payment basket (which payments will reduce the cumulative credit basket, but not below zero); (d) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in such indenture); and (e) a restricted payment basket is available for up to $45 million of dividends per calendar year (with any actual dividends deducted from the available cumulative credit basket). The covenants in the indenture governing 5.75% Senior Notes are substantially similar to the covenants in the indentures governing the 4.875% Senior Notes, but also include some of the additional limitations of the 9.375% Senior Notes. The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarters EBITDA. EBITDA, as defined in the indenture governing the 9.375% Senior Notes (as well as the other Unsecured Notes and 7.625% Senior Secured Second Lien Notes), is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indentures governing the 9.375% Senior Notes, 7.625% Senior Secured Second Lien Notes and 5.75% Senior Notes is Realogy Group's total indebtedness (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31. Exchangeable Senior Notes In June 2021, Realogy Group issued an aggregate principal amount of $403 million of 0.25% Exchangeable Senior Notes due 2026. The Company used a portion of the net proceeds from this offering to pay the cost of the exchangeable note hedge transactions described below (with such cost partially offset by the proceeds to the Company from the sale of the warrants pursuant to the warrant transactions described below). The Company expects to use the remaining net proceeds for its working capital and other general corporate purposes. The Exchangeable Senior Notes are unsecured senior obligations of Realogy Group that mature on June 15, 2026. Interest on the Exchangeable Senior Notes is payable each year semiannually on June 15 and December 15 (commencing on December 15, 2021). The Exchangeable Senior Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis. Before March 15, 2026, noteholders will have the right to exchange their Exchangeable Senior Notes upon the occurrence of certain events described in the indenture governing the notes. On or after March 15, 2026, noteholders may exchange their Exchangeable Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes. Upon exchange, Realogy Group will pay cash up to the aggregate principal amount of the Exchangeable Senior Notes to be exchanged and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at Realogy Group's election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Senior Notes being exchanged. The initial exchange rate for Exchangeable Senior Notes is 40.8397 shares of the Company’s common stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $24.49 per share of the Company’s common stock). The exchange rate and exchange price of the Exchangeable Senior Notes are subject to customary adjustments upon the occurrence of certain events. In addition, if a “Make-Whole Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) occurs, then the exchange rate of the Exchangeable Senior Notes will, in certain circumstances, be increased for a specified period of time. Initially, a maximum of approximately 23,013,139 shares of the Company’s common stock may be issued upon the exchange of the Exchangeable Senior Notes, based on the initial maximum exchange rate of 57.1755 shares of the Company’s common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions. The Exchangeable Senior Notes will be redeemable, in whole or in part (subject to a partial redemption limitation described in the indenture governing the notes), at Realogy Group's option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date it sends the related redemption notice; and (2) the trading day immediately before the date it sends such notice. In addition, calling any Exchangeable Senior Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that note, in which case the exchange rate applicable to the exchange of that note will be increased in certain circumstances if it is exchanged with an exchange date occurring during the period from, and including, the date Realogy Group sends the redemption notice to, and including, the second business day immediately before the related redemption date. If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) of the Company occur, then noteholders may require Realogy Group to repurchase their Exchangeable Senior Notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other things, certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. The indenture governing the Exchangeable Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Exchangeable Senior Notes to become or to be declared due and payable. Exchangeable debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance on June 2, 2021, the Company allocated $319 million to the debt liability and $53 million to additional paid in capital. The difference between the principal amount of the Exchangeable Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company will amortize to interest expense over the term of the Exchangeable Senior Notes using an effective interest rate of 4.375%. The Company recognized non-cash interest expense of $4 million related to the Exchangeable Senior Notes since issuance in the second quarter of 2021. The Exchangeable Senior Notes consisted of the following components as of September 30, 2021:
| September 30, 2021
Liability component: |
Principal | $ | 403 |
Less: debt discount and issuance costs, net of amortization | 79
Net carrying amount | $ | 324 |
Equity component: (*) | $ | 53 |
_______________ (*) Included in additional paid-in capital on the consolidated balance sheets. Exchangeable Note Hedge and Warrant Transactions In connection with the pricing of the Exchangeable Senior Notes (and with the exercise by the initial purchasers of the notes to purchase additional notes), Realogy Group entered into exchangeable note hedge transactions with certain counterparties (the "Option Counterparties"). The exchangeable note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Senior Notes, the number of shares of the Company’s common stock underlying the Notes. The total cost of such exchangeable note hedge transactions was $67 million. Concurrently with Realogy Group entering into the exchangeable note hedge transactions, the Company entered into warrant transactions with the Option Counterparties whereby the Company sold to the Option Counterparties warrants to purchase, subject to customary adjustments, up to the same number of shares of the Company’s common stock. The initial strike price of the warrant transactions is $30.6075 per share. The Company received $46 million in cash proceeds from the sale of these warrant transactions. Taken together, the purchase of such exchangeable note hedges and the sale of such warrants are intended to offset (in whole or in part) any potential dilution and/or cash payments upon the exchange of the Exchangeable Senior Notes, and to effectively increase the overall exchange price from $24.49 to $30.6075 per share. At issuance, the Company recorded a deferred tax liability of $20 million related to the Exchangeable Senior Notes debt discount and a deferred tax asset of $18 million related to the exchangeable note hedge transactions. The deferred tax liability and deferred tax asset are recorded net within deferred income taxes in the unaudited consolidated balance sheets. Securitization Obligations Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2022. As of September 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $144 million being utilized, leaving $56 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility. In August 2021, Realogy Group extended the existing Cartus Financing Limited securitization program to September 2021 and in September 2021 the program was amended and further extended from October 2021 to September 2022, consisting of a £5 million revolving loan facility and a £5 million working capital facility. As of September 30, 2021, there were $2 million of outstanding borrowings under the facilities leaving $18 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Agreement and the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes. The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation operations in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program. The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s Senior Secured Credit Facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of the Company's relocation services. Certain of the funds that Realogy Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $174 million and $135 million of underlying relocation receivables and other related relocation assets at September 30, 2021 and December 31, 2020, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Realogy Group's securitization obligations are classified as current in the accompanying Consolidated Balance Sheets. Interest incurred in connection with borrowings under these facilities amounted to $1 million for both the three months ended September 30, 2021 and 2020, as well as $3 million and $4 million for the nine months ended September 30, 2021 and 2020, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation operations where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.2% and 3.6% for the nine months ended September 30, 2021 and 2020, respectively. Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs As a result of the refinancing transactions in January and February 2021, the pay down of $150 million of outstanding borrowings under the Term Loan B Facility in April 2021 and the pay downs of the Non-extended Term Loan A and the Term Loan B Facility in September 2021, the Company recorded losses on the early extinguishment of debt of $21 million and wrote off certain financing costs of $1 million to interest expense during the nine months ended September 30, 2021. During the nine months ended September 30, 2020 the Company recorded a loss on the early extinguishment of debt of $8 million as a result of the refinancing transactions in June 2020.

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