0001104659-13-030663.txt : 20130418 0001104659-13-030663.hdr.sgml : 20130418 20130418170132 ACCESSION NUMBER: 0001104659-13-030663 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130418 DATE AS OF CHANGE: 20130418 GROUP MEMBERS: AIF VI MANAGEMENT, LLC GROUP MEMBERS: APOLLO ADVISORS VI, L.P. GROUP MEMBERS: APOLLO CAPITAL MANAGEMENT VI, LLC GROUP MEMBERS: APOLLO INVESTMENT FUND VI, L.P. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VI, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I GP, LLC GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS I, L.P. GROUP MEMBERS: DOMUS CO-INVESTMENT HOLDINGS LLC GROUP MEMBERS: DOMUS INVESTMENT HOLDINGS, LLC GROUP MEMBERS: RCIV HOLDINGS (LUXEMBOURG) S.A R.L. GROUP MEMBERS: RCIV HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Realogy Holdings Corp. CENTRAL INDEX KEY: 0001398987 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 208050955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87022 FILM NUMBER: 13769720 BUSINESS ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-407-2000 MAIL ADDRESS: STREET 1: 1 CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: Domus Holdings Corp. DATE OF NAME CHANGE: 20120914 FORMER COMPANY: FORMER CONFORMED NAME: Realogy Holdings Corp. DATE OF NAME CHANGE: 20120910 FORMER COMPANY: FORMER CONFORMED NAME: Domus Holdings Corp DATE OF NAME CHANGE: 20070509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a13-10243_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

 

 

SCHEDULE 13D

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2(a)

 

(Amendment No. 1)

 

REALOGY HOLDINGS CORP.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

75605Y106

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 16, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
RCIV Holdings (Luxembourg) S.à r.l.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
22,084,007 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
22,084,007 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,084,007 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
15.2%

 

 

14

Type of Reporting Person
OO

 

2



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Investment Fund VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
839,386 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
839,386 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
839,386 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
PN

 

3



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Domus Investment Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
774,306 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
774,306 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
774,306 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.5%

 

 

14

Type of Reporting Person
OO

 

4



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Domus Co-Investment Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
1,427,371 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
1,427,371 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,427,371 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%

 

 

14

Type of Reporting Person
OO

 

5



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
839,386 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
839,386 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
839,386 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Capital Management VI, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
839,386 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
839,386 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
839,386 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
OO

 

7



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
839,386 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
839,386 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
839,386 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
PN

 

8



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings I GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
839,386 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
839,386 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
839,386 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.6%

 

 

14

Type of Reporting Person
OO

 

9



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
RCIV Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
22,084,007 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
22,084,007 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
22,084,007 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   x

 

 

13

Percent of Class Represented by Amount in Row (11)
15.2%

 

 

14

Type of Reporting Person
PN

 

10



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VI, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
PN

 

11



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VI Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
OO

 

12



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
PN

 

13



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
OO

 

14



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
PN

 

15



 

CUSIP No.   75605Y106

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
25,125,070 shares of Common Stock

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
25,125,070 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
25,125,070 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
17.3%

 

 

14

Type of Reporting Person
OO

 

16



 

This Amendment No. 1 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on October 19, 2012, by (i) Apollo Investment Fund VI, L.P., a Delaware limited partnership (“AIF VI LP”), (ii) Domus Investment Holdings, LLC, a Delaware limited liability company (“Domus LLC”), (iii) Domus Co-Investment Holdings LLC, a Delaware limited liability company (“Domus Co-Invest LLC”). (iv) RCIV Holdings (Luxembourg) S.à r.l., a limited company organized under the laws of Luxembourg (“RCIV Luxembourg”), (v) Apollo Advisors VI, L.P., a Delaware limited partnership (“Advisors VI”), (vi) Apollo Capital Management VI, LLC, a Delaware limited liability company (“ACM VI”), (vii) Apollo Principal Holdings I, L.P., a Delaware limited partnership (“Principal I”), (viii) Apollo Principal Holdings I GP, LLC, ., a Delaware limited liability company (“Principal I GP”), (ix) RCIV Holdings, L.P., a Cayman Islands exempted limited partnership (“RCIV LP”), (x) Apollo Management VI, L.P., a Delaware limited partnership (“Management VI”), (xi) AIF VI Management, LLC, a Delaware limited liability company (“AIF VI LLC”), (xii) Apollo Management, L.P., a Delaware limited partnership (“Apollo Management”), (xiii) Apollo Management GP, LLC, a Delaware limited liability company (“Management GP”), (xiv) Apollo Management Holdings, L.P., a Delaware limited partnership (“Management Holdings”) and (xv) Apollo Management Holdings GP, LLC, a Delaware limited liability company (“Management Holdings GP”).  AIF VI LP, Domus LLC, Domus Co-Invest LLC, RCIV Luxembourg, Advisors VI, ACM VI, Principal I, Principal I GP, RCIV LP, Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings and Holdings GP are referred to herein collectively as the “Reporting Persons”.

 

Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Statement on Schedule 13D filed on October 19, 2012, as amended.

 

Responses to each item of this Amendment No. 1 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.         Security and Issuer

 

Item 2.         Identity and Background

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 4.         Purpose of Transaction

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

On April 16, 2013, AIF VI LP, Domus LLC, Domus Co-Invest LLC and RCIV Luxembourg (collectively, the “Apollo Funds”) sold an aggregate of 40,250,000 shares of Common Stock pursuant to an underwritten offering (the “Offering”), as discussed in the Issuer’s prospectus supplement dated April 12, 2013, supplementing the Issuer’s registration statement on Form S-3 and the preliminary prospectus supplement (File No. 333-187816), each filed with the Securities and Exchange Commission on April 9, 2013, and the underwriting agreement dated as of April 11, 2013 (the “Underwriting Agreement”), among the Issuer, the Apollo Funds, and Goldman, Sachs & Co. and J.P. Morgan Securities LLC as representatives of the underwriters identified therein.  The shares of Common Stock sold on April 16, 2013 included shares sold upon exercise of the underwriters’ over-allotment option as described in the Underwriting Agreement.  Following the sales of Common Stock by the Apollo Funds, the Apollo Funds own of record an aggregate of 25,125,070 shares of Common Stock of the Issuer, representing approximately 17.3% of the outstanding shares of Common Stock of the Issuer.

 

17



 

The shares of Common Stock shown as beneficially owned by RCIV LP include the shares of Common Stock owned of record by RCIV Luxembourg.  The shares of Common Stock shown as beneficially owned by each of Advisors VI, ACM VI, Principal I and Principal I GP include the shares of Common Stock owned of record by AIF VI LP.  The shares of Common Stock shown as beneficially owned by each of Management VI, AIF VI LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP include the shares of Common Stock owned of record by Apollo Funds.  Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock of the Issuer included in this report other than the shares of Common Stock, if any, held of record by such Reporting Person, and the filing of this Amendment No. 1 to Schedule 13D shall not be construed as an admission that any such person is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(a)   See the information contained on the cover pages to this Amendment No. 1 to Schedule 13D which is incorporated herein by reference.  The percentage of Common Stock reported as beneficially owned by each Reporting Person is based upon 145,370,433 shares of Common Stock outstanding as of April 5, 2013, as reported by the Issuer in the final prospectus filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, filed by the Issuer on April 12, 2013.

 

(b)   See the information contained on the cover pages to this Amendment No. 1 to Schedule 13D which is incorporated herein by reference.

 

(c)   There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described in this Amendment No. 1 to Schedule 13D.

 

(d)   Not applicable.

 

(e)   Not applicable.

 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Underwriting Agreement

 

On April 11, 2013, the Issuer and the Apollo Funds entered into the Underwriting Agreement with Goldman, Sachs & Co. and J.P. Morgan Securities LLC as representatives of the underwriters identified in the Underwriting Agreement (collectively, the “Underwriters”), with respect to the sale by the Apollo Funds of an aggregate of 35,000,000 shares of the Common Stock of the Issuer.  Pursuant to the Underwriting Agreement, the Apollo Funds also granted the Underwriters a 30-day option to purchase up to 5,250,000 additional shares of the Common Stock, which the Underwriters exercised on April 11, 2013.  Closing of the sales occurred on April 16, 2013.

 

Lock-up Agreement

 

In connection with the Offering, the Apollo Funds entered into a lock-up agreement on April 11, 2013 (the “Lock-Up Agreement”) with Goldman, Sachs & Co. and J.P. Morgan Securities LLC as representatives of the Underwriters, pursuant to which the Apollo Funds agreed that for a period of 90 days after April 11, 2013, except with the prior written consent of both Goldman, Sachs & Co. and J.P. Morgan Securities LLC, the Apollo Funds would not, subject to certain exceptions, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including

 

18



 

without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the Apollo Funds in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (3) make any demand for or exercise any right with respect to the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

 

The summaries of the Underwriting Agreement and of the Lock-Up Agreement as described in this Item 6 do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached to this Amendment No. 1 to Schedule 13D as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by this reference.

 

Item 7.         Material to Be Filed as Exhibits

 

Exhibit 1:                   Underwriting Agreement, dated as of April 11, 2013, by and among the Apollo Funds, the Issuer, and Goldman, Sachs & Co. and J.P. Morgan Securities LLC as representatives of the Underwriters (incorporated herein by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2013 (File No. 001-35674).

 

Exhibit 2:                   Form of Lock-Up Agreement, dated as of April 11, 2013, by and among Goldman, Sachs & Co. and J.P. Morgan Securities LLC as representatives of the Underwriters, and the Apollo Funds.

 

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SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated: April 18, 2013

 

 

 

 

APOLLO INVESTMENT FUND VI, L.P.

 

 

 

By:

Apollo Advisors VI, L.P.

 

 

its general partner

 

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

DOMUS INVESTMENT HOLDINGS, LLC

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

DOMUS CO-INVESTMENT HOLDINGS LLC

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

its managing member

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

20



 

 

APOLLO ADVISORS VI, L.P.

 

 

 

By:

Apollo Capital Management VI, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

APOLLO CAPITAL MANAGEMENT VI, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

APOLLO PRINCIPAL HOLDINGS I, L.P.

 

 

 

By:

Apollo Principal Holdings I GP, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO PRINCIPAL HOLDINGS I GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

RCIV HOLDINGS (LUXEMBOURG) S.À R.L.

 

 

 

 

By:

RCIV Holdings, L.P.

 

 

its sole shareholder

 

 

 

 

 

By:

Apollo Management VI, L.P.

 

 

 

its manager

 

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Name:

Laurie D. Medley

 

 

 

 

Title:

Vice President

 

21



 

 

RCIV HOLDINGS, L.P.

 

 

 

By:

Apollo Management VI, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF VI Management, LLC

 

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Name:

Laurie D. Medley

 

 

 

Title:

Vice President

 

 

 

 

APOLLO MANAGEMENT VI, L.P.

 

 

 

 

By:

AIF VI Management, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

AIF VI MANAGEMENT, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

22



 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

23


EX-2 2 a13-10243_1ex2.htm EX-2

Exhibit 2

 

April 11, 2013

 

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

As Representatives of
the several Underwriters listed in
Schedule A to the Underwriting
Agreement referred to below

 

c/o Goldman, Sachs & Co.

200 West Street

New York, New York 10282

 

c/o J. P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

 

Re:          Realogy Holdings Corp. — Public Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Realogy Holdings Corp., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule B thereto, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”), of shares of common stock, $0.01 per share par value, of the Company (the “Common Stock”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

 

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC on behalf of the Underwriters (the “Representatives”), the undersigned will not, during the period ending 90 days after the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled

 

1



 

by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) transactions relating to Common Stock acquired in open market transactions after the completion of the Public Offering, (B) transfers of Common Stock as a bona fide gift or gifts, (C) transfers or distributions of Common Stock to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of the undersigned, (D) transfers of Common Stock to any foundation, trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family members of the undersigned, and in each case such transfer does not involve a disposition for value (for purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage or adoption, not more remote than first cousin), (E) transfers of Common Stock to charitable organizations, family foundations or donor-advised funds at sponsoring organizations, and in each case such transfer does not involve a disposition for value, (F) transfers of Common Stock to a nominee or custodian of a person to whom a transfer or disposition would be permitted hereunder, and (G) transfers or distributions of Common Stock to affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; provided that (i) in the case of any transfer pursuant to clauses (B) through (G), each donee, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement and (ii) in the case of any transfer pursuant to clauses (B) through (G), no filing by any party (donor, donee, distributor, distributee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer, donation or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up period referred to above).  The undersigned now has, and, except as contemplated by clauses (B) through (G) above, for the duration of this Letter Agreement will have, good and marketable title to the undersigned’s Common Stock, free and clear of all liens, encumbrances and claims whatsoever.

 

In addition, the restrictions described in this letter shall not apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provided that no transfers occur and no shares of Common Stock are sold under such plan during the Lock-Up Period.

 

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Common Stock described herein, are hereby authorized to decline to make any transfer of Common Stock if such transfer would constitute a violation or breach of this Letter Agreement.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement.  All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

 

The undersigned understands that, if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released

 

2



 

from all obligations under this Letter Agreement.  The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

 

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

[Signature page follows]

 

3