Anywhere Real Estate begins capped offer to exchange two notes

By Wendy Van Sickle

Columbus, Ohio, July 25 – Anywhere Real Estate Inc. announced that Anywhere Real Estate Group LLC and Anywhere Co-Issuer Corp. began an 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.

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 is offering an early exchange consideration of $800 principal amount of new notes per $1,000 of old notes, which includes $20 of new notes that will be paid only to holders who tender their notes for exchange by the early deadline, 5 p.m. ET on Aug. 7.

Neither series has acceptance priority over the other. If the offer is oversubscribed, the tendered notes will be accepted for exchange on a pro rata basis.

The offer will expire at 5 p.m. ET on Aug. 22.

The withdrawal deadline is the same as the early tender deadline.

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 with funds managed by Angelo, Gordon & Co. LP, the company will exchange up to $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.

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