Short And Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2022

Total indebtedness is as follows:


	June 30, 2022		December 31, 2021
Revolving Credit Facility	$	—	$	—
Extended Term Loan A	227		231
7.625% Senior Secured Second Lien Notes	—		542
4.875% Senior Notes	347		406
9.375% Senior Notes	—		545
5.75% Senior Notes	899		898
5.25% Senior Notes	983		—
0.25% Exchangeable Senior Notes	393		328
Total Short-Term & Long-Term Debt	$	2,849	$	2,950
Securitization Obligations:
Apple Ridge Funding LLC	$	174	$	116
Cartus Financing Limited	1		2
Total Securitization Obligations	$	175	$	118

Schedule of Debt

As of June 30, 2022, the Company’s borrowing arrangements were as follows:


	Interest Rate	Expiration Date	Principal Amount		Unamortized Discount (Premium) and Debt Issuance Costs		Net Amount
Revolving Credit Facility (1)	(2)	(3)	$	—	$ *		$	—
Extended Term Loan A	(2) (4)	February 2025 (3)	228		1		227
Senior Notes	4.875%	June 2023	347		—		347
Senior Notes	5.75%	January 2029	900		1		899
Senior Notes (5)	5.25%	April 2030	1,000		17		983
Exchangeable Senior Notes (6)	0.25%	June 2026	403		10		393
Total Short-Term & Long-Term Debt			$	2,878	$	29	$	2,849
Securitization obligations: (7)
Apple Ridge Funding LLC (8)		June 2023	$	174	$ *		$	174
Cartus Financing Limited (9)		September 2022	1		*		1
Total Securitization Obligations			$	175	$	—	$	175

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*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.

(1)As of June 30, 2022, the Revolving Credit Facility includes available capacity under the 2023 Non-extended Revolving Credit Commitment of $477 million and available capacity under the 2025 Extended Revolving Credit Commitment of $948 million. As of June 30, 2022, there were no outstanding borrowings under the Revolving Credit Facility and $42 million of outstanding undrawn letters of credit. See Note 10, "Subsequent Events", for a description of amendments to the Senior Secured Credit Facility on July 27, 2022. On August 3, 2022, 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 Revolving Credit Facility and outstanding borrowings under the Extended Term Loan A at June 30, 2022 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 June 30, 2022. See Note 10, "Subsequent Events", for a description of amendments to the Senior Secured Credit Facility on July 27, 2022.

(3)The maturity date of the 2023 Non-Extended Revolving Credit Commitment under the Revolving Credit Facility is February 2023. The maturity date of each of the 2025 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)The Extended Term Loan A has quarterly amortization payments equal to a percentage per quarter of the original principal amount of $237 million, 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.

(5)In the first quarter of 2022, the Company issued $1,000 million aggregate principal amount of 5.25% Senior Notes due 2030 and used net proceeds, together with cash on hand, to redeem in full both the outstanding 9.375% Senior Notes due 2027 and the 7.625% Senior Secured Second Lien Notes due 2025. See below under the header "5.25% Senior Notes Issuance and Redemption of 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes" for a description of these transactions.

(6)See below under the header "Exchangeable Senior Notes" for additional information and Note 1, "Basis of Presentation—Recently Adopted Accounting Pronouncements", related to the January 1, 2022 adoption of the new standard on "Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity".

(7)Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $254 million and $132 million of underlying relocation receivables and other related relocation assets at June 30, 2022 and December 31, 2021, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under these facilities amounted to $1 million in both the three months ended June 30, 2022 and 2021, as well as $2 million in both the six months ended June 30, 2022 and 2021. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere 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 3.3% and 3.6% for the six months ended June 30, 2022 and 2021, respectively.

(8)In June 2022, Anywhere Group extended the existing Apple Ridge Funding LLC securitization program utilized by Cartus until June 2023. As of June 30, 2022, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $174 million being utilized leaving $26 million of available capacity.

(9)In January 2022, the program was amended and the revolving loan facility was reduced from £5 million to £2 million. As of June 30, 2022, Anywhere Group has, through a special purpose entity known as Cartus Financing Limited, agreements providing for a £2 million revolving loan facility (with the ability to increase up to £10 million) and a £5 million working capital facility. As of June 30, 2022, the Company had $18 million of borrowing capacity under the Cartus Financing Limited securitization program with $1 million being utilized leaving $17 million of available capacity.

Schedule of Maturities of Long-term Debt


Year	Amount
Remaining 2022 (a)	$	6
2023 (b)	363
2024	22
2025	184
2026	403

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(a)Remaining 2022 includes amortization payments for the Extended Term Loan A. The current portion of long-term debt of $360 million shown on the Condensed Consolidated Balance Sheets consists of $347 million in principal amount of 4.875% Senior Notes due June 2023 and four quarters of amortization payments for the Extended Term Loan A. There were no outstanding borrowings under the Revolving Credit Facility as of June 30, 2022, however any amounts outstanding would be classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities.

(b)Includes $347 million in principal amount of 4.875% Senior Notes due June 2023.