Document
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______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________ 
FORM 8-K
_______________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 9, 2019
_______________________________ 
Realogy Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-35674
 
20-8050955
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
Realogy Group LLC
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
333-148153
 
20-4381990
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
_______________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Realogy Holdings Corp.
Common Stock, par value $0.01 per share
 
RLGY
 
New York Stock Exchange
Realogy Group LLC
None
 
None
 
None
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
______________________________________________________________________________________________________





Item 7.01.
Regulation FD Disclosure.
On September 7, 2019, Realogy Holdings Corp. (the “Company”) issued a written communication to its employees, which is furnished as Exhibit 99.1. The employee communication related to ongoing Company litigation against Urban Compass, Inc. and Compass, Inc. and addressed related unsubstantiated and inaccurate media reports.
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
 
Description
 
99.1
 
Realogy Employee Communication dated September 7, 2019.
 
101.INS
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY HOLDINGS CORP.
 
 
 
By:
 
/s/ Marilyn J. Wasser
Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary
Date: September 9, 2019


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY GROUP LLC
 
 
 
By:
 
/s/ Marilyn J. Wasser
Marilyn J. Wasser, Executive Vice President, General Counsel and Corporate Secretary
Date: September 9, 2019







EXHIBIT INDEX
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
 
Description
 
99.1
 
 
101.INS
 
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Exhibit
Exhibit 99.1


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On July 10, 2019, we filed a lawsuit because of Compass’s illegal and unfair business practices. We did not make that decision lightly and did so with the full support of our Board of Directors. We believed then – as we do now – that it was 100 percent the right thing to do in standing up for ourselves and fighting for open, honest and fair competition in the industry.
 
On Friday night, as we expected, Compass filed a motion to dismiss our lawsuit. Not surprising to us, they issued a media statement designed to inspire sensational news coverage about Realogy that is simply not true. Compass’s misleading statement was clearly designed to create distraction for Realogy employees, agents and franchisees on which they could later try to capitalize. While we generally do not comment on pending litigation outside the company or even within the company, we want to be clear with you that we have never had discussions to sell or merge Realogy with Compass.
 
The reality is that Compass is trying to distract the media and the industry from the core issue of its illegal and unfair business practices, which are part of our lawsuit against them. Most recently, a judge in New Jersey ruled that Compass, in connection with the hiring of a Realogy employee, was complicit in improperly accepting Realogy’s confidential information from that employee, and Compass created a ‘dummy job’ to circumvent his non-compete provisions. The judge issued a preliminary injunction against Compass and the former employee.
 
We stand by the allegations in our complaint. But most importantly, I ask that you not allow Compass’s misleading and intentionally provocative statements to distract you from what you are doing to support our agents and our franchisees every day.
 
Ryan