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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D (Rule 13d-101) |
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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 |
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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 Issuers prospectus supplement dated April 12, 2013, supplementing the Issuers 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.
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
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 Issuers 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.
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 |
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APOLLO INVESTMENT FUND VI, L.P. | |||
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By: |
Apollo Advisors VI, L.P. | ||
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its general partner | ||
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By: |
Apollo Capital Management VI, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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DOMUS INVESTMENT HOLDINGS, LLC | |||
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By: |
Apollo Management VI, L.P. | ||
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its manager | ||
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By: |
AIF VI Management, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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DOMUS CO-INVESTMENT HOLDINGS LLC | |||
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By: |
Apollo Management VI, L.P. | ||
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its managing member | ||
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By: |
AIF VI Management, LLC | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO ADVISORS VI, L.P. | ||||||
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By: |
Apollo Capital Management VI, LLC | |||||
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its general partner | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Name: |
Laurie D. Medley | ||||
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Title: |
Vice President | ||||
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APOLLO CAPITAL MANAGEMENT VI, LLC | ||||||
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By: |
/s/ Laurie D. Medley | |||||
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Name: |
Laurie D. Medley | |||||
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Title: |
Vice President | |||||
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APOLLO PRINCIPAL HOLDINGS I, L.P. | ||||||
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By: |
Apollo Principal Holdings I GP, LLC | |||||
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its general partner | |||||
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By: |
/s/ Laurie D. Medley | ||||
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Name: |
Laurie D. Medley | ||||
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Title: |
Vice President | ||||
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APOLLO PRINCIPAL HOLDINGS I GP, LLC | ||||||
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/s/ Laurie D. Medley | |||||
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Laurie D. Medley | |||||
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Title: |
Vice President | |||||
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RCIV HOLDINGS (LUXEMBOURG) S.À R.L. | ||||||
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By: |
RCIV Holdings, L.P. | |||||
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its sole shareholder | |||||
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By: |
Apollo Management VI, L.P. | ||||
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its manager | ||||
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AIF VI Management, LLC | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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RCIV HOLDINGS, L.P. | |||||||
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Apollo Management VI, L.P. | ||||||
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its manager | ||||||
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AIF VI Management, LLC | |||||
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its general partner | |||||
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/s/ Laurie D. Medley | ||||
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Laurie D. Medley | ||||
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Title: |
Vice President | ||||
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APOLLO MANAGEMENT VI, L.P. | |||||||
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AIF VI Management, LLC | ||||||
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its general partner | ||||||
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By: |
/s/ Laurie D. Medley | |||||
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Name: |
Laurie D. Medley | |||||
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Title: |
Vice President | |||||
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AIF VI MANAGEMENT, LLC | |||||||
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By: |
/s/ Laurie D. Medley | ||||||
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Name: |
Laurie D. Medley | ||||||
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Title: |
Vice President | ||||||
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APOLLO MANAGEMENT, L.P. | |||||||
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Apollo Management GP, LLC | ||||||
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its general partner | ||||||
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By: |
/s/ Laurie D. Medley | |||||
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Name: |
Laurie D. Medley | |||||
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Title: |
Vice President | |||||
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APOLLO MANAGEMENT GP, LLC | |||||||
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By: |
/s/ Laurie D. Medley | ||||||
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Name: |
Laurie D. Medley | ||||||
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Title: |
Vice President | ||||||
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
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 undersigneds 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
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]