Item 1.01. Entry into a Material Definitive Agreement.




Indenture and Senior Notes due 2029
On January 11, 2021, Realogy Group LLC, a Delaware limited liability company
(the "Company"), together with Realogy Co-Issuer Corp., a Florida corporation
and the Company's wholly-owned subsidiary (the "Co-Issuer" and, together with
the Company, the "Issuers"), issued $600 million aggregate principal amount of
5.750% Senior Notes due 2029 (the "Notes"), under an indenture, dated as of
January 11, 2021 (the "Indenture"), among the Issuers, Realogy Holdings Corp., a
Delaware corporation and indirect parent of the Company ("Holdings"), the Note
Guarantors (as defined below) and The Bank of New York Mellon Trust Company,
N.A., as trustee for the Notes (the "Trustee"). The Notes were issued in a
private offering exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and to persons outside of the
United States pursuant to Regulation S under the Securities Act.
The Company will use $250 million of the net proceeds from the offering of the
Notes to repay a portion of the outstanding borrowings under its term loan A
credit facility and apply the remaining net proceeds to repay a portion of the
outstanding borrowings under its term loan B credit facility.
The Notes are unsecured senior obligations of the Company and will mature on
January 15, 2029. The Notes bear interest at a rate of 5.750% per annum.
Interest on the 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 following is a brief description of the terms of the Notes and the
Indenture. The description of the Indenture is qualified in its entirety by
reference to the full and complete terms of the Indenture which is attached
hereto as Exhibit 4.1 and is incorporated herein by reference. As used herein,
the term "Existing Notes" refers to the Company's 4.875% Senior Notes due 2023,
9.375% Senior Notes due 2027 and 7.625% Senior Secured Second Lien Notes due
2025, and the term "Existing Unsecured Notes" refers to the Company's 4.875%
Senior Notes due 2023 and 9.375% Senior Notes due 2027.
Ranking
The Notes and the guarantees are the Company's, the Co-Issuer's and the Note
Guarantors' senior unsecured obligations and:
•rank senior in right of payment to the Issuers' and the Note Guarantors' future
debt and other obligations that are, by their terms, expressly subordinated in
right of payment to the Notes;
•rank equally in right of payment with all of the Issuers' and the Note
Guarantors' existing and future senior debt, including the Existing Unsecured
Notes, and other obligations that are not, by their terms, expressly
subordinated in right of payment to the Notes; and
• are effectively subordinated to all of the Issuers' and the Note Guarantors'
existing and future secured debt, including the Company's obligations under its
senior secured term loan B and revolving credit facility and its senior secured
term loan A facility (collectively, the "senior secured credit facilities") and
the Company's obligations under its 7.625% Senior Secured Second Lien Notes due
2025, to the extent of the value of the assets securing such debt.
The guarantees by Holdings are Holdings' unsecured senior subordinated
obligations, are equal in right of payment to all existing and future
subordinated indebtedness of Holdings, including its obligations under the
Existing Unsecured Notes, and are junior in right of payment to all existing and
future senior indebtedness of Holdings. In addition, the Notes are structurally
subordinated to all of the existing and future liabilities and obligations
(including trade payables, but excluding intercompany liabilities) of each of
the Company's non-guarantor subsidiaries.
Guarantees
The Notes are jointly and severally guaranteed by each of the Company's existing
and future U.S. subsidiaries that is a guarantor under its senior secured credit
facilities or that guarantees certain other indebtedness in the future (other
than the Co-Issuer), subject to certain exceptions (the "Note Guarantors"), and
by Holdings on an unsecured senior subordinated basis.
Optional Redemption
On or after January 15, 2024, during the 12-month period commencing on January
15 of the years set forth below, the Issuers may redeem all or a portion of the
Notes at the following redemption prices, plus accrued and unpaid interest, if
any, to, but

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excluding, the applicable redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date).
   Year                   Redemption price
   2024                               102.875%
   2025                               101.438%
   2026 and thereafter                100.000%


In addition, prior to January 15, 2024, the Issuers may redeem the 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 of, and
accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Notwithstanding the foregoing, at any time and from time to time on or prior to
January 15, 2024, the Issuers may redeem in the aggregate up to 40% of the
original aggregate principal amount of the Notes (calculated after giving effect
to any issuance of additional Notes) with the net cash proceeds of one or more
equity offerings (1) by the Company or (2) by any direct or indirect parent of
the Company, in each case to the extent the net cash proceeds thereof are
contributed to the common equity capital of the Company or used to purchase
capital stock (other than disqualified stock) of the Company from it, at a
redemption price (expressed as a percentage of the principal amount thereof) of
105.750%, plus accrued and unpaid interest to, but not including, the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 50% of the original aggregate principal amount of the Notes
(calculated after giving effect to any issuance of additional Notes) remains
outstanding after each such redemption; provided, further, that such redemption
shall occur within 120 days after the date on which any such equity offering is
consummated upon not less than 15 nor more than 60 days' notice mailed (or
electronically transmitted) to each holder of Notes being redeemed and otherwise
in accordance with the procedures set forth in the Indenture. Any such
redemption or notice may, at the Issuers' discretion, be subject to one or more
conditions precedent, including completion of an equity offering or other
corporate transaction.
Change of Control
Upon the occurrence of a Change of Control, as defined in the Indenture, the
Issuers must offer to repurchase the Notes at 101% of the applicable principal
amount, plus accrued and unpaid interest, if any, to, but excluding, the
repurchase date.
Covenants
The Indenture contains various covenants that limit the Company and its
restricted subsidiaries' ability to take certain actions, which covenants are
subject to a number of important exceptions and qualification. In addition, for
so long as the Notes have an investment grade rating from both Standard & Poor's
Ratings Services and Moody's Investors Service, Inc. and no default has occurred
and is continuing under the Indenture, the Company and its restricted
subsidiaries will not be subject to certain of such covenants. These covenants
include limitations on the Company'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 Notes.
Events of Default
The Indenture also provides for events of default which, if any of them occurs,
would permit or require the principal of and accrued interest on the Notes to
become or to be declared due and payable.

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Item 2.03.           Creation of a Direct Financial Obligation or an

Obligation under an


                     Off-Balance Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 is incorporated herein by reference into
this Item 2.03.
Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits


          Exhibit No.                                 Description
          4.1                                         Indenture, dated as

of January 11, 2021, among Realogy Group LLC, as


                                                      Issuer, Realogy

Co-Issuer Corp., as Co-Issuer, Realogy Holdings Corp.,


                                                      the Note Guarantors

(as defined therein) and The Bank of New York


                                                      Mellon Trust Company,

N.A., as Trustee, governing the 5.750% Senior


                                                      Notes due 2029.
          104                                         Cover Page

Interactive Data File (embedded within the Inline XBRL


                                                      document).

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