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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 17, 2021 (September 16, 2021)
_______________________________
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 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 8.01.Other Events.
On September 16, 2021, Realogy Group LLC (“Realogy Group”), an indirect, wholly-owned subsidiary of Realogy Holdings Corp., used cash on hand to:
repay approximately $197 million in principal amount of outstanding borrowings under its term loan A credit facility, representing all of the remaining non-extended term loans due 2023 under such facility, and
repay approximately $238 million in principal amount of outstanding borrowings under its term loan B credit facility, representing all of the remaining term loans due 2025 under such facility.
The term loan A credit facility is part of the Term Loan Agreement dated as of October 23, 2015, as amended from time to time, which also governs Realogy Group’s extended term A loans due 2025, subject to earlier springing maturity in 2023 upon the occurrence of certain events (the "Term Loan A Agreement"). The Term Loan A Agreement has not been terminated.
The term loan B credit facility was part of the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended from time to time, which also governs Realogy Group’s revolving credit facility (the "Senior Secured Credit Agreement"). The Senior Secured Credit Agreement has not been terminated.
A copy of the press release announcing these repayments is filed herewith as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.
Description
99.1
Press Release issued September 17, 2021.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: September 17, 2021


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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: September 17, 2021





EXHIBIT INDEX
Exhibit No.
Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


Document
Exhibit 99.1
https://cdn.kscope.io/8c45d88693e23b191a522e757c107bdc-image_0a.jpg

Realogy Continues Deleveraging with Term Loan Repayments
MADISON, N.J. (September 17, 2021) — Realogy Holdings Corp. (NYSE: RLGY), the leading and most integrated provider of U.S. residential real estate services in the United States, today announced that it has repaid an aggregate of $435 million of outstanding borrowings under its term loan facilities as of September 16, 2021. The debt repayment was funded with cash on hand.
The repayments satisfy in full the $197 million principal amount of outstanding borrowings under its non-extended Term Loan A facility due February 2023 and the $238 million principal amount of outstanding borrowings under its Term Loan B facility due February 2025. The company expects to realize approximately $10 million in cash interest expense savings annually as a result of these repayments. The company also continues to have no outstanding balance on its revolving credit facility since October 2020.
“Realogy has delivered outstanding financial performance while maintaining a proactive focus on strengthening our balance sheet. The repayment of these near-term secured loans improves our liquidity profile and supports our continued efforts to manage our debt portfolio,” said Charlotte Simonelli, CFO and Treasurer of Realogy. “We have made tremendous progress to date and remain committed to continuing to deleverage, strengthen our balance sheet, and strategically invest in our business for the future.”

About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is moving the real estate industry to what’s next. As the leading and most integrated provider of U.S. residential real estate services encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture, Realogy supported approximately 1.4 million home transactions in 2020. The company’s diverse brand portfolio includes some of the most recognized names in real estate:Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, high-quality lead generation programs, and best-in-class learning and support services, Realogy fuels the productivity of its approximately 194,200 independent sales agents in the U.S. and approximately 142,700 independent sales agents in 117 other countries and territories, helping them build stronger businesses and best serve today’s consumers. Recognized for ten consecutive years as one of the World’s Most Ethical Companies, Realogy has also been designated a Great Place to Work three years in a row and is one of LinkedIn’s 2021 Top Companies in the U.S.




Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.
Various factors that could cause actual future results and other future events to differ materially from those in forward-looking statements include but are not limited to those set forth under the headings “Forward-Looking Statements” and “Risk Factors” in Realogy’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 and its other filings made from time to time. Realogy undertakes no obligation to release publicly any revisions to any forward-looking statements, except as required by law.

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Investor Contacts:Media Contacts:
Alicia SwiftTrey Sarten
(973) 407-4669(973) 407-2162
alicia.swift@realogy.comtrey.sarten@realogy.com
Danielle KloeblenGabriella Chiera
(973) 407-2148(973) 407-5236
danielle.kloeblen@realogy.comgabriella.chiera@realogy.com