Anywhere Real Estate gives early results of offer to exchange notes

By Mary-Katherine Stinson

Lexington, Ky., Aug. 8 – Anywhere Real Estate Inc. announced the early results of Anywhere Real Estate Group LLC and Anywhere Co-Issuer Corp.’s offer to exchange up to $527,162,000 in total of their outstanding 5¾% senior notes due 2029 and 5¼% senior notes due 2030 for up to $421,729,600 total principal amount of new 7% second-lien senior secured notes due 2030, according to an 8-K filing with the Securities and Exchange Commission.

As of the early deadline of 5 p.m. ET on Aug. 7, a total of 28.95% of the principal amount of outstanding existing notes have been tendered, breaking down into $255,032,000, or 28.34%, of 2029 notes and $294,991,000, or 29.5%, of 2030 notes.

The withdrawal deadline was the same as the early tender deadline and has now expired.

As previously reported, for each of the 2029 notes (Cusips: 75606DAL5 and US75606DAL55), of which $900 million is outstanding, and the 2030 notes, of which $1 billion is outstanding, the company was offering an early exchange consideration of $800 principal amount of new notes per $1,000 of old notes, which included $20 of new notes that will be paid only to holders who tendered their notes for exchange by the early deadline.

Neither series has acceptance priority over the other.

Since the old notes tendered by the early exchange date exceeded the maximum exchange amount, the old notes will be accepted for exchange on a prorated basis.

The offer expires at 5 p.m. ET on Aug. 22.

The new notes will be fully and unconditionally guaranteed on an unsecured senior subordinated basis by Anywhere, and on a senior secured second-priority basis by Anywhere Intermediate Holdings, LLC and certain of Anywhere's existing and future U.S. direct or indirect restricted subsidiaries. The new notes and the guarantees will be secured by a second-priority lien on substantially all of the tangible and intangible assets of the issuers, Intermediate Holdings and certain of the issuers' subsidiary guarantors. The liens securing the new notes will be junior to all senior priority liens.

Each exchange offer is being made, and the new notes are only being offered and issued, to holders of old notes who are reasonably believed to be qualified institutional buyers under Rule 144A or not U.S. persons and are in compliance with Regulation S.

Together with a previously announced exchange of $272,838,000 in total principal of old notes for $218,270,400 in total principal of new notes with funds managed by Angelo, Gordon & Co. LP, the company will exchange an aggregate total of $800 million in aggregate principal amount of old notes for up to $640 million in aggregate principal amount of new notes, according to a news release.

PJT Partners LP is the dealer manager for the exchange offers.

D.F. King & Co. is the exchange agent and information agent.

Anywhere Real Estate is a Madison, N.J.-based residential real estate services company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.