8-K

______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

^{_______________________________}

FORM 8-K

^{_______________________________}

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 27, 2020 (April 25, 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

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:

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

Securities registered pursuant to Section 12(b) of the Act:
	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

______________________________________________________________________________________________________

Item 8.01. Other Events.

On April 27, 2020, Realogy Holdings Corp. (the “Company”) announced it has filed a lawsuit in the Court of Chancery of the State of Delaware against affiliates of Madison Dearborn Partners, LLC (“MDP”) and SIRVA Worldwide, Inc. (“SIRVA”), an MDP portfolio company, to enforce SIRVA’s obligations under the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of November 6, 2019, by and between the Company and North American Van Lines, Inc. (as assignee of SIRVA), for the sale of the Company’s employee relocation services business.

The Company strongly believes that all conditions to SIRVA’s obligations to effect the closing have been and continue to be satisfied. On April 24, 2020, the Company delivered notice to SIRVA that it had satisfied all such conditions under the Purchase Agreement and was committed to closing the transaction on April 29, 2020. On April 25, 2020, SIRVA notified the Company that it did not believe that all conditions to closing have been or will be satisfied by the April 30, 2020 termination date under the Purchase Agreement. The Company strongly disagrees with SIRVA’s position and will pursue all legal remedies to enforce SIRVA’s and MDP’s obligations under the Purchase Agreement.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01.			Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.			Description
	99.1			Press Release dated April 27, 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 CORP.
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: April 27, 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 LLC
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: April 27, 2020

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated April 27, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1

Exhibit 99.1

REALOGY FILES LITIGATION AGAINST MADISON DEARBORN PARTNERS AND SIRVA WORLDWIDE TO ENFORCE COMMITMENTS UNDER PURCHASE AGREEMENT

MADISON, N.J. – April 27, 2020 – Realogy Holdings Corp. (NYSE: RLGY), the largest full-service residential real estate services company in the United States, today announced the company has filed a lawsuit in the Court of Chancery of the State of Delaware against certain affiliates of Madison Dearborn Partners, LLC (“MDP”) and SIRVA Worldwide, Inc. (“SIRVA”),an MDP portfolio company, to enforce SIRVA’s obligations under the previously announced purchase agreement for the sale of Realogy’s Cartus Relocation Services business for $400 million.

Realogy strongly believes that all conditions to closing of the transaction have been and continue to be satisfied and that MDP and SIRVA have made false claims in an attempt to avoid their obligations under the purchase agreement in light of broad-based economic uncertainties due to the global COVID-19 pandemic.

On April 24, 2020, Realogy delivered notice to SIRVA that it had satisfied all closing conditions to SIRVA’s obligations under the purchase agreement and was committed to closing the transaction on April 29, 2020 after having timely delivered all required financial information over the past two months in compliance with the terms of the purchase agreement. On April 25, 2020, SIRVA notified Realogy that it believed that not all closing conditions have been or will be satisfied by the April 30, 2020 termination date under the purchase agreement by asserting a series of claims Realogy firmly believes to be false.

Realogy strongly disagrees with SIRVA’s position and will pursue all legal remedies to ensure that SIRVA and MDP honor the commitments made under the purchase agreement.

###

About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is the leading and most integrated provider of U.S. residential real estate services, encompassing franchise, brokerage, and title and settlement businesses as well as a mortgage joint venture. Realogy's diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens^® Real Estate, CENTURY 21^®, Coldwell Banker^®, Coldwell Banker Commercial^®, Corcoran^®, ERA^®, and Sotheby's International Realty^®. Using innovative technology, data and marketing products, best-in-class learning and support services, and high-quality lead generation programs, Realogy fuels the productivity of independent sales agents, helping them build stronger businesses and best serve today's consumers. Realogy's affiliated brokerages operate around the world with approximately 189,900 independent sales agents in the United States and more than 112,500 independent sales agents in 113 other countries and territories. Recognized for nine consecutive years as one of the World’s Most Ethical Companies, Realogy has also been designated a Great Place to Work and one of Forbes’ Best Employers for Diversity. Realogy is headquartered in Madison, New Jersey.

Forward Looking Statements

Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance

or achievements of Realogy to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “potential” and “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

Various factors that could cause actual future results and other future events to differ materially from those in the forward-looking statements, include, but are not limited to risks related to the on-going impact of COVID-19 as well as those set forth in this press release, including the risk that the transaction will not be consummated, and under the headings “Forward-Looking Statements” and “Risk Factors” in Realogy’s filings with the SEC, including its Form 10-K, and its other filings made from time to time. Realogy undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events except as required by law.

Realogy Media Contact:Realogy Investor Contacts:

Trey Sarten Alicia Swift

(973) 407-2162 (973) 407-4669

Trey.Sarten@Realogy.com Alicia.Swift@Realogy.com

Danielle Kloeblen

(973) 407-2148

Danielle.Kloeblen@Realogy.com

XML

Cover Page and DEI	Apr. 27, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 27, 2020
Entity Registrant Name	Realogy Holdings Corp.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35674
Entity Tax Identification Number	20-8050955
Entity Address, Address Line One	175 Park Avenue
Entity Address, City or Town	Madison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07940
City Area Code	973
Local Phone Number	407-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RLGY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001398987
Realogy Group LLC [Member]
Entity Information [Line Items]
Entity Registrant Name	Realogy Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-148153
Entity Tax Identification Number	20-4381990
Entity Central Index Key	0001355001