0001140361-12-043469.txt : 20121010 0001140361-12-043469.hdr.sgml : 20121010 20121010175729 ACCESSION NUMBER: 0001140361-12-043469 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121010 FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Realogy Holdings Corp. CENTRAL INDEX KEY: 0001398987 IRS NUMBER: 208050955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAULSON & CO INC CENTRAL INDEX KEY: 0001035674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35674 FILM NUMBER: 121138550 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-956-2221 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 3 1 doc1.xml FORM 3 X0206 3 2012-10-10 0 0001398987 Realogy Holdings Corp. RLGY 0001035674 PAULSON & CO INC 1251 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 11% Series A Convertible Senior Subordinated Notes due 2018 25.625 2018-04-15 Common Stock 8944392 D 11% Series A Convertible Senior Subordinated Notes due 2018 25.625 2018-04-15 Common Stock 440976 I See 11% Series B Convertible Senior Subordinated Notes due 2018 25.625 2018-04-15 Common Stock 585366 D 11% Series C Convertible Senior Subordinated Notes due 2018 26.975 2018-04-15 Common Stock 1853570 D Reflects the securities of the issuer owned directly by Paulson Credit Opportunities Master Ltd. ("Credit Master"). Reflects securities of the issuer held in an account managed separately (the "Separately Managed Account") by Paulson & Co. Inc. ("Paulson & Co.). The issuer's Series A, B and C 11.00% Convertible Senior Subordinated Notes due 2018 are immediately exercisable. Pursuant to a letter agreement dated as of September 4, 2012, between Paulson & Co.(on behalf of the several investment funds and accounts managed by it) and the Issuer (the "Letter Agreement"), Paulson & Co. has agreed to convert all its Series A, B and C 11.00% Convertible Senior Subordinated Notes due 2018 into shares of common stock of the Issuer on the date of closing of the Issuer's initial public offering of common stock ("IPO Closing"), which date is expected to be October 12, 2012. Pursuant to the Letter Agreement, the issuer has agreed to issue an additional 1,422,917 and 55,122 shares (together, the "New Shares") to Credit Master and the Separately Managed Account, respectively, on the IPO Closing Date as additional consideration under the Letter Agreement. The obligations to convert the Convertible Notes and to issue the New Shares are subject to certain conditions, including that the IPO Closing shall have occurred or shall be occurring simultaneously therewith. Paulson & Co. is an investment advisor registered under the Investment Advisors Act of 1940. Paulson & Co. provides investment management services to Credit Master and the Separately Managed Account. John Paulson is the controlling person of Paulson & Co. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any of the persons reporting on this Form 3 that he or it, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form. Stuart L. Merzer, General Counsel and Chief Compliance Officer of Paulson & Co. Inc. 2012-10-10 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
Joint Filer Information
 
Title of Security:
11.00% Series A Convertible Notes
11.00% Series B Convertible Notes
11.00% Series C Convertible Notes
 
Issuer & Ticker Symbol:
REALOGY HOLDINGS CORP. (RLGY)
 
Designated Filer:
Paulson & Co. Inc.
 
Other Joint Filers:
 
Paulson Credit Opportunities Master Ltd. (“Credit Master”);
and John Paulson.
 
Addresses:
 
The address of Credit Master is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.
 
The address of John Paulson is 1251 Avenue of the Americas,
New York, New York 10020.
 
 
 
Signatures:
  


Dated:  October 10, 2011

PAULSON CREDIT OPPORTUNITIES MASTER LTD.
By: Paulson & Co. Inc., as Investment Manager


By:  /s/ Stuart L. Merzer
             Stuart L. Merzer
Name:  Stuart L. Merzer
Title:    General Counsel &
       Chief Compliance Officer

 

/s/ Stuart L. Merzer
     Stuart L. Merzer, as Attorney-in-Fact
            For John Paulson

 
 
 

POWER OF ATTORNEY
 
The undersigned hereby makes, constitutes and appoints Stuart Merzer as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.
 
The undersigned also hereby grants to such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.
 
This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 29, 2008.
 

/s/ John Paulson
John Paulson



ACKNOWLEDGEMENT IN NEW YORK STATE

STATE OF NEW YORK, COUNTY OF NEW YORK ss.:

On October 29, 2008, before me, the undersigned personally appeared, John Paulson, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
/s/ Marsha Rojas
 (signature and office of individual taking acknowledgement)

[Notary Stamp and Seal]