Anywhere Real Estate (HOUS) 8-KAnywhere Announces Expiration and Final Results of Exchange Offers for Outstanding 5.750% Senior Notes due 2029 and 5.250% Senior Notes due 2030

On August 24, 2023, Anywhere Real Estate Group LLC (formerly known as Realogy Group LLC), a Delaware limited liability company (the “Issuer”), and AnywhereCorp. (formerly known as RealogyCorp.), a Florida corporation (theand together with the Issuer, the “Issuers”), consummated the previously announced offers (each an “Exchange Offer” and together, the “Exchange Offers”) for up to an aggregate of $527,161,000 of the Issuers’ outstanding 5.750% Senior Notes due 2029 (the “Old 2029 Notes”) and 5.250% Senior Notes due 2030 (the “Old 2030 Notes” and together with the Old 2029 Notes, the “Old Notes”). In connection with the consummation of the Exchange Offers and the Significant Noteholder Exchange (as defined below), the Issuer entered into that certain indenture dated August 24, 2023 (the “Indenture”) by and among the Issuers, Anywhere Real Estate Inc., a Delaware corporation and indirect parent of the Issuers (the “Holdings”), Anywhere Intermediate Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), the subsidiary guarantors party thereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (in such capacity, the “Collateral Agent”), and issued approximately $640 million in aggregate principal amount of new 7.000% Second Lien Senior Secured Notes due 2030 (the “New Notes”) thereunder. The New 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, to institutional accredited investors in accordance with Regulation D and to persons outside of the United States pursuant to Regulation S under the Securities Act.

The New Notes and the guarantees (other than the guarantee provided by Holdings) will be the Issuers’, Intermediate Holdings’ and the Subsidiary Guarantors’ senior secured obligations and will:

The New Notes will be fully and unconditionally guaranteed on an unsecured senior subordinated basis by Holdings, and on a senior secured second priority basis by Intermediate Holdings and each of Holdings’ existing and future U.S. direct or indirect restricted subsidiaries (other than thethat is a guarantor under the Senior Secured Credit Facilities, a guarantor under the Existing Notes or that incurs or guarantees certain other indebtedness in the future, subject to certain exceptions.

The New Notes and the guarantees (other than the guarantee of Holdings) will be secured by second-priority liens, subject to certain exceptions and permitted liens, on substantially all of the Issuer’s, Intermediate Holdings’ and the Subsidiary Guarantors’ tangible and intangible assets that secure the Senior Secured Credit Facilities. The New Notes and the guarantees will not be secured by the assets ofsubsidiaries and certain excluded properties.

On or after April 15, 2025, the Issuers may redeem the New Notes at their option, in whole at any time or in part from time to time, upon not less than 15 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address (or electronically transmitted) or otherwise delivered in accordance with the procedures of DTC, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest 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), if redeemed during theperiod commencing on April 15 of the years set forth in the table below:

Upon the occurrence of a Change of Control, as defined in the Indenture, the Issuers must offer to repurchase the New Notes at 101% of the applicable principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture contains various covenants that limit the Issuers and their 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 New 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 Issuer and its restricted subsidiaries will not be subject to certain of such covenants. These covenants include limitations on the Issuer’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 stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of the Issuer’s subsidiaries to pay dividends or to make other payments to us, (f) enter into transactions with affiliates, (g) merge or consolidate with other companies or transfer all or substantially all of the Issuer’s assets, (h) transfer or sell assets, including capital stock of subsidiaries and (i) prepay, redeem or repurchase debt that is subordinated in right of payment to the New Notes.

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 New Notes to become or to be declared due and payable.

On August 24, 2023, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under both of the Issuer’s Senior Secured Credit Facilities, the Collateral Agent, the Issuers, Intermediate Holdings and the Subsidiary Guarantors entered into an intercreditor agreement (the “New Intercreditor Agreement”).