Anywhere Real Estate settles offer to exchange two series of notes

By Wendy Van Sickle

Columbus, Ohio, Aug. 25 – Anywhere Real Estate Inc. gave some details of the $640 million of new 7% second-lien senior secured notes due 2030 that were issued on Aug. 24 to settle Anywhere Real Estate Group LLC and Anywhere Co-Issuer Corp.’s exchange offers in an 8-K filing with the Securities and Exchange Commission.

Those offers comprise an offer to exchange up to $527,162,000 in total of the issuers’ outstanding 5¾% senior notes due 2029 and 5¼% senior notes due 2030 for up to $421,729,600 of the new notes and the exchange of $272,838,000 total principal of old notes for $218,270,400 total principal of new notes with funds managed by Angelo, Gordon & Co. LP.

The company also reported that, since the old notes tendered by the expiration date exceeded the maximum exchange amount, the old notes were accepted for exchange on a prorated basis at a rate of 95.1841359, which represented $242.66 million principal amount of 2029 notes and $284,501,000 principal amount of 2030 notes.

New note details

The new notes will be redeemable starting on April 15, 2025 at 102.625, stepping down to 101.313 on April 15, 2026 and to par on April 15, 2027.

Prior to April 15, 2025, the issuers may redeem the notes at their option, in whole at any time or in part from time to time, at a make-whole premium.

The issuer may redeem up to 40% of the notes on or prior to April 25, 2025 with the net cash proceeds of one or more equity offerings at 105.25 plus interest if at least 50% of the original principal amount remains outstanding.

The issuers must offer to repurchase the notes at 101 upon the occurrence of a change of control.

The new notes are 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, Anywhere Intermediate Holdings and certain of the issuers’ subsidiary guarantors. The liens securing the new notes will be junior to all senior priority liens, as previously reported.

Tender results

At the final deadline at 5 p.m. ET on Aug. 22, noteholders tendered a total of $255.04 million, or 28.34%, of the notes due 2029 and $299,016,000, or 29.9%, of the notes due 2030. A total of 29.16% of the notes across both series were tendered.

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 had been tendered, breaking down into $255,032,000, or 28.34%, of 2029 notes and $294,991,000, or 29.5%, of 2030 notes.

For each of the 2029 notes (Cusips: 75606DAL5 and US75606DAL55), of which $900 million was outstanding, and the 2030 notes, of which $1 billion was 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 payable only to holders who tendered their notes for exchange by the early deadline.

Neither series had acceptance priority over the other. Notes tendered before the early expiration deadline did not have priority over notes tendered after the early deadline.

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.