UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~ 23June 8, ~~2017~~2020 (June 8, 2020)

_______________________________

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

	175 Park Avenue
	Madison, NJ				07940
	(Address of Principal Executive Offices)				(Zip Code)

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:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~______________________________________________________________________________________________________~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~☐ ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR 240.14d-2(b))

~~1. Fourth~~☐ ~~Amendment~~Pre-commencement communications pursuant to ~~Credit~~Rule ~~Agreement~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnSecurities ~~January~~registered ~~23,~~pursuant ~~2017,~~to ~~Realogy~~Section ~~Group LLC~~ 12(~~the “Company”~~b), ~~an indirect, wholly-owned subsidiary~~ of ~~Realogy Holdings Corp., entered into a fourth amendment (~~the ~~“Fourth~~Act: Amendment”) to its Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”) among Realogy Intermediate Holdings LLC, the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.

The Fourth Amendment reprices the $1.094 billion term loan issued under the Credit Agreement through a refinancing of the existing term loan with a new term loan (the “Repriced 2022 Term Loan”). The interest rate with respect to the Repriced 2022 Term Loan is based on, at the Company’s option, adjusted LIBOR plus 2.25% (with a floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%). The maturity date for the Repriced 2022 Term Loan remains July 20, 2022, and all other material provisions under the Credit Agreement remain unchanged.


	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

~~The~~Indicate ~~descriptions~~by ofcheck ~~the~~mark ~~provisions~~whether of the ~~Fourth~~registrant ~~Amendment~~is ~~are~~an ~~qualified~~emerging ingrowth ~~their~~company ~~entirety~~as bydefined ~~reference~~in toRule 405 of the ~~full~~Securities ~~and~~Act ~~complete~~of ~~terms~~1933 (§230.405 of ~~the~~this ~~Fourth~~chapter) ~~Amendment~~or ~~which~~Rule is12b-2 ~~attached~~of ~~hereto~~the asSecurities ~~Exhibit~~Exchange ~~10.1~~Act ~~and~~of is1934 ~~incorporated~~(§240.12b-2 ~~herein~~of bythis ~~reference~~chapter).

Emerging growth company

~~2. Incremental Assumption Agreement under Credit Agreement.~~☐

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.

On January 23, 2017, the Company entered into an Incremental Assumption Agreement to the Credit Agreement pursuant to which the Company increased the borrowing capacity under its revolving credit facility to $1.050 billion from the existing $815 million. ☐

~~The~~Item description of the Incremental Assumption Agreement is qualified in its entirety by reference to the full and complete terms of the Incremental Assumption Agreement which is attached hereto as Exhibit 108.201. ~~and~~Other ~~is incorporated herein by reference~~Events.

~~***~~On June 8 2020, Realogy Holdings Corp., a Delaware corporation, issued a press release announcing a private offering by Realogy Group LLC, its indirect, wholly-owned subsidiary and a Delaware limited liability company, of $400,000,000 aggregate principal amount of senior secured second lien notes due 2025, subject to market and other conditions. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

~~Certain~~The ofnotes ~~the lenders~~ and ~~their~~the ~~affiliates~~related guarantees have ~~engaged,~~not ~~and~~been ~~may~~registered inunder the ~~future~~Securities ~~engage,~~Act inof ~~investment banking~~1933, ~~commercial~~as ~~banking~~amended, and ~~other~~may ~~financial~~not ~~advisory~~be ~~and~~offered ~~commercial~~in ~~dealings with~~ the ~~Company~~United ~~and~~States ~~its~~absent ~~affiliates.~~registration ~~They have received (~~or ~~will~~an ~~receive)~~applicable ~~customary~~exemption ~~fees~~from ~~and~~registration ~~commissions for these transactions~~requirements.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Shore Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNumber			Exhibit
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
	99.1		Press Release issued June 8, 2020.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

INDEX TO EXHIBITS


Exhibit Number		Exhibit

	99.1	Press Release issued June 8, 2020.

	104	Cover 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~~GROUP ~~CORP. By: /s/ Anthony E. Hull Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer~~LLC

~~Date~~By: ~~January~~/s/ ~~23,~~Charlotte ~~2017~~C. Simonelli


Charlotte C. Simonelli, Executive Vice President and Chief Financial Officer and Treasurer

Date: June 8, 2020

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~~HOLDINGS ~~LLC By: /s/ Anthony E~~CORP. ~~Hull Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer~~

~~Date~~By: ~~January~~/s/ ~~23,~~Charlotte ~~2017~~C. Simonelli

~~EXHIBIT~~Charlotte ~~INDEX~~C. Simonelli, Executive Vice President and Chief Financial Officer and Treasurer

Exhibit No.		Exhibit
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Date: June 8, 2020

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