To the beneficial owners, or authorized representatives acting on behalf of beneficial owners, of the following series of notes (collectively, the “Old Notes”)
issued by Anywhere Real Estate Group LLC (formerly known as Realogy Group LLC), a Delaware limited liability company (the “Issuer”), and Anywhere Co-Issuer Corp.
(formerly known as Realogy Co-Issuer Corp.), a Florida corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”):
SERIES
CUSIPs/ISINs(1)
Aggregate Outstanding Principal Amount(2)
5.750% Senior Notes due 2029 (the “Old 2029 Notes”)
75606DAL5;
U75355AG9/ US75606DAL55; USU75355AG99
$900,000,000
5.250% Senior Notes due 2030 (the “Old 2030 Notes”)
75606DAQ4;
U75355AJ3/ US75606DAQ43;
USU75355AJ39
$1,000,000,000
______________________________________________________________________________________________________
(1) No representation is made as to the correctness or accuracy of the CUSIP numbers / ISINs listed above or printed on the Old Notes. Such CUSIP numbers / ISINs
are provided solely for the convenience of the holders of Old Notes.
(2) Represents aggregate outstanding principal amount prior to the Significant Noteholder Exchange.
***
We are making separate proposals to Eligible Holders (as defined below) of each series of Old Notes to exchange up to $527,162,000 in aggregate principal amount
of their Old Notes for up to $421,729,600 in aggregate principal amount of new 7.000% Second Lien Senior Secured Notes due 2030 (the “New Notes”), to be issued
under an indenture (the “New Notes Indenture”), by and among the Issuers, Anywhere Real Estate Inc., a Delaware corporation (“Holdings”), Anywhere Intermediate
Holdings LLC, a Delaware limited liability company (“Intermediate Holdings”), the subsidiary guarantors named therein and The Bank of New York Mellon Trust
Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
If you are a beneficial owner of the Old Notes, or an authorized representative acting on behalf of such beneficial owner, that is an Eligible Holder,
and wish to review detailed information relating to our proposal, please complete the last page of this document, the Eligibility Certification, and return
it to D. F. King & Co., Inc. (the “Exchange Agent”) at the address set forth in the Eligibility Certification. If you are a beneficial owner of the Old Notes
that is not an Eligible Holder, we request that you take no action at this time.
An “Eligible Holder” is a person who certifies that it is:
(i) a “Qualified Institutional Buyer” that is acting for either its own account or accounts of certain Qualified Institutional Buyers;
(ii) a person who is not a “U.S. person”; or
(iii) an “Institutional Accredited Investor”.
The definitions of “Qualified Institutional Buyer”, “U.S. person” and “Institutional Accredited Investor” are set forth in Annexes A,
B and C hereto,
respectively.
RESPONSES MUST BE RECEIVED NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 22, 2023. PLEASE RETURN THE ATTACHED ELIGIBILITY CERTIFICATION
AS SOON AS POSSIBLE TO ALLOW SUFFICIENT TIME TO REVIEW THE OFFERING MEMORANDUM, PRIOR TO THE EXPIRATION TIME OF THE EXCHANGE OFFERS.
This letter is neither an offer nor a solicitation of an offer with respect to the Old Notes or the New Notes and does not create any obligations whatsoever
on the part of the Issuers, or any other person, to make any offer to the recipient hereof or on the part of the recipient to participate if such an offer is
made. If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities
laws. The New Notes may not be offered or sold in the United States or to or for the benefit of any U.S. persons absent registration except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
IF YOU DO NOT SUBMIT A VALID ELIGIBILITY CERTIFICATION, YOU WILL NOT BE ENTITLED TO RECEIVE ANY DOCUMENTS OR MATERIALS RELATING TO THE TRANSACTION THE ISSUERS
ARE CONSIDERING UNDERTAKING WITH RESPECT TO THE OLD NOTES.
By returning the Eligibility Certification to the Exchange Agent and tendering Old Notes in the Exchange Offers, a tendering Eligible Holder, will,
subject to that Eligible Holder’s ability to withdraw its tender, and subject to the terms and conditions of the Exchanges Offer generally, be deemed,
among other things, to:
irrevocably sell, assign and transfer to or upon the order of the Issuers or the order of the Issuers’ nominee all right, title and interest in and to, and
any and all claims in respect of or arising or having arisen as a result of the Eligible Holder’s status as an Eligible Holder of, all Old Notes tendered
thereby, such that thereafter the Eligible Holder shall have no contractual or other rights or claims in law or equity against any fiduciary, trustee,
fiscal agent or other person connected with the Old Notes arising under, from or in connection with those Old Notes;
waive any and all rights with respect to the Old Notes tendered thereby, including, without limitation, any existing or past defaults and their consequences
in respect of those Old Notes; and
release and discharge the Issuers and the trustee with respect to the indentures governing the Old Notes from any and all claims that the Eligible Holder may
have, now or in the future, arising out of or related to the Old Notes tendered thereby, including, without limitation, any claims that the Eligible Holder is
entitled to receive additional principal or interest payments with respect to the Old Notes tendered thereby, other than accrued and unpaid interest on the
Old Notes or as otherwise expressly provided in the Offering Memorandum, or to participate in any redemption or defeasance of the Old Notes tendered thereby.
The Issuers retain the right to request any additional documentation from Eligible Holders tendering Old Notes to consummate the Exchange Offers.
In the event an Eligible Holder tenders its Old Notes but does not deliver such additional requested information or documentation, prior to the relevant
date as specified by the Issuers, the Issuers reserve the right to not accept such Old Notes, which could result in the rejection of all tenders of all
Old Notes tendered for exchange by such Eligible Holder pursuant to the Exchange Offers.
You may direct any questions to D. F. King & Co., Inc. at telephone number: (800) 249-7148 (Toll Free) / (212) 269-5550 (Banks and Brokers) or
anywhere@dfking.com.
Very truly yours,
Anywhere Real Estate Group LLC
Anywhere Co-Issuer Corp.
ANNEX A
“Qualified Institutional Buyer”means:
(1) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary
basis at least $100 million in securities of issuers that are not affiliated with the entity:
(a) Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);
Note: A purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the U.S. Investment
Company Act of 1940, as amended (the “Investment Company Act”), which are neither registered under section 8 of the Investment Company Act nor required to
be so registered, shall be deemed to be a purchase for the account of such insurance company.
(b)
Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
(c) Any Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958 or any Rural Business
Investment Company as defined in section 384A of the Consolidated
Farm and Rural Development Act;
(d)Any
plan established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees;
(e)Any
employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974;
(f)Any
trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in subparagraph (1)(D) or (E) above,
except trust funds that include as participants individual retirement accounts
or H.R. 10 plans;
(g)Any
business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (the “Investment Advisers
Act”);
(h)
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2)
of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings
and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;
(i) Any investment adviser registered under the Investment
Advisers Act; and
(j)
Any institutional accredited investor, as defined in Rule 501(a) under the Securities Act, of a type not listed in paragraphs (1)(a) through (i) above or
paragraphs (2) through (6) below.
(2) Any dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) acting for its own
account or the accounts of other qualified institutional buyers, that in the
aggregate owns and invests on a discretionary basis at least $10 million of
securities of issuers that are not affiliated with the dealer, provided that securities
constituting the whole or a part of an unsold allotment to or subscription by a
dealer as a participant in a public offering shall not be deemed to be owned by
such dealer;
(3)
Any dealer registered pursuant to Section 15 of the Exchange Act
acting in a riskless principal transaction (as defined below) on behalf of a
qualified institutional buyer;
Note: A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be
a Qualified Institutional Buyer.
(4)
Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers,
that is part of a family of investment companies which own in the aggregate at least US$100 million in securities of issuers, other than issuers that are
affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment
companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered
investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:
(a)
Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and
(b)
Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent,
or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);
(5) Any entity, all of the equity owners of which are qualified institutional buyers, acting for its
own account or the accounts of other qualified institutional buyers; and
(6)
Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A)
of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other
qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least US$100 million in securities of issuers that are
not affiliated with it and that has an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements, as of a date not
more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding
such date of sale for a foreign bank or savings and loan association or equivalent institution.
For purposes of the foregoing definition:
(1)
In determining the
aggregate amount of securities owned and invested on a discretionary basis by an
entity, the following instruments and interests shall be excluded: bank deposit
notes and certificates of deposit; loan participations; repurchase agreements;
securities owned but subject to a repurchase agreement; and currency, interest
rate and commodity swaps.
(2)
The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports
its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition.
(3)
In determining the
aggregate amount of securities owned by an entity and invested on a
discretionary basis, securities owned by subsidiaries of the entity that are
consolidated with the entity in its financial statements prepared in accordance
with generally accepted accounting principles may be included if the investments
of such subsidiaries are managed under the direction of the entity, except that,
unless the entity is a reporting company under Section 13 or 15(d) of the
Exchange Act, securities owned by such subsidiaries may not be included if the
entity itself is a majority-owned subsidiary that would be included in the
consolidated financial statements of another enterprise.
(4) “Riskless principal
transaction” means a transaction in which
a dealer buys a security from any person and makes a simultaneous offsetting
sale of such security to a qualified institutional buyer, including another
dealer acting as riskless principal for a qualified institutional buyer.
Note: the foregoing definition of a Qualified Institutional Buyer is qualified in its entirety by reference to Rule 144A under the Securities Act.
ANNEX B
“U.S. person” means:
(1)Any
natural person resident in the United States;
(2)Any
partnership or corporation organized or incorporated under the laws of the United
States;
(3) Any
estate of which any executor or administrator is a U.S. person;
(4)Any
trust of which any trustee is a U.S. person;
(5) Any
agency or branch of a foreign entity located in the United States;
(6) Any
non-discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary for the benefit or account of a U.S. person;
(7) Any
discretionary account or similar account (other than an estate or trust) held
by a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and
(8) Any
partnership or corporation if:
(a) Organized or incorporated under the laws of any foreign
jurisdiction; and
(b) Formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities Act, unless it is
organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) under the Securities Act) who are not natural persons, estates or
trusts.
The following are not “U.S.
persons”:
(1) Any
discretionary account or similar account (other than an estate or trust) held
for the benefit or account of a non-U.S. person by a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident
in the United States;
(2) Any
estate of which any professional fiduciary acting as executor or administrator
is a U.S. person if:
(a) An executor or administrator
of the estate who is not a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and
(b) The estate is governed by
foreign law;
(3) Any
trust of which any professional fiduciary acting as trustee is a U.S. person,
if a trustee who is not a U.S. person has sole or shared investment discretion
with respect to the trust assets, and no beneficiary of the trust (and no
settlor if the trust is revocable) is a U.S. person;
(4) An
employee benefit plan established and administered in accordance with the law
of a country other than the United States and customary practices and
documentation of such country;
(5) Any
agency or branch of a U.S. person located outside the United States if:
(a) The agency or branch operates for valid business reasons; and
(b) The agency or branch is engaged in the business of insurance
or banking and is subject to substantive insurance or banking regulation,
respectively, in the jurisdiction where located; and
(6) The
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United Nations, and their agencies,
affiliates and pension plans, and any other similar international
organizations, their agencies, affiliates and pension plans.
The “United States” means United States of America, its territories and possession, any State of the United States, and the District of Columbia.
Note: the foregoing definitions of U.S. person and United States are qualified in their entirety by reference to Rule 902 under the Securities Act.
ANNEX C
“Institutional Accredited Investor” as defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act means any person that comes within any of the following categories:
(1)
Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
(2) Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
(3)
Any insurance company as defined in section 2(a)(13) of the Securities Act;
(4) Any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;
(5)
Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
(6)
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(7)
Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan
fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;
(8)
Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(9)
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(10)
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in §230.506(b)(2)(ii); and
(11)
Any entity in which all of the equity owners are accredited investors.
