By Pierre Paulden and Caroline Salas
Nov. 25 (Bloomberg) — Realogy Corp., owner of the Century 21 and Coldwell Banker brands, received a letter from a law firm that said it represents lenders and bondholders opposing the terms of a $1.1 billion debt exchange.
The letter accuses the company of “bad faith attempts to circumvent the credit agreement and the indentures,” particularly the company’s senior toggle notes due in 2014, Realogy said in a filing with the Securities and Exchange Commission dated Nov. 24. The bondholders “allegedly hold a majority” of these notes, the filing said, without naming the bondholders or the law firm that sent the letter.
Leon Black’s buyout firm Apollo Management LP, which bought Realogy for $6.6 billion in April 2007, is trying to reduce debt by almost $600 million and stave off default at the Parsippany, New Jersey-based real-estate broker by asking bondholders to swap the securities for new debt at a discount. Realogy reported $209 million of losses in the last three quarters amid the worst housing crisis since the Great Depression.
“Companies decide by themselves what’s the best terms they think they can get away with and push the envelope and try to ram it through before people can organize and respond,” said Evan Flaschen, a partner at law firm Bracewell & Giuliani LLP in Hartford, Connecticut.
Flaschen said he was approached to represent bondholders in the exchange offer for Realogy and Harrah’s Entertainment Inc. and was unable to because of conflicts of interest.
Harrah’s Offer
Harrah’s, the Las Vegas-based casino company acquired by Apollo and TPG Inc. in January, is offering holders of unsecured notes maturing from 2010 to 2018 as much as $2.1 billion of 10 percent second-priority senior secured notes due 2015 and 2018, according to a Nov. 14 statement. Holders can swap their debt for the new bonds at a rate of as little as 40 cents on the dollar, according to a copy of the offering memorandum obtained by Bloomberg News.
“Realogy intends to proceed with its previously announced refinancing transaction,” said Mark Panus, a Realogy spokesman, in an e-mailed statement. He said the company, in consultation with its counsel Skadden, Arps, Slate, Meagher & Flom LLP, believes there is no merit to the claims and will defend against any interference with the completion of the debt exchange.
Steven Anreder, spokesman for Apollo, declined to immediately comment.
Realogy is giving its noteholders the option to swap their securities at a discount for as much as $500 million in principal amount of new second lien loans that will mature in 2014, according to a news release dated Nov. 14. The invitation to participate in the second lien term loan will terminate on Dec. 11, according to the release.
Fiduciary Duty
The letter asserts the exchange constitutes “breaches of fiduciary duty by the board of directors and management of the company, in view of the identity of certain beneficiaries of the invitations,” according to the filing.
Holders of Realogy’s $875 million of 12.375 percent senior subordinated notes due in 2015 can exchange their debt at a rate of as much as 36 cents on the dollar. Investors holding its $1.7 billion of 10.5 percent senior notes due in 2014 can exchange their securities for as much as 50 cents of new loans. Owners of Realogy’s so-called pay-in-kind toggle notes maturing in 2014 can swap their debt at a rate of 47 cents on the dollar.
The 11 percent toggle notes have fallen 11 cents to 15.5 cents on the dollar since Nov. 13, the day the exchange offer was announced, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority.
To contact the reporters on this story: Pierre Paulden in New York at ppaulden@bloomberg.net; Caroline Salas in New York at csalas1@bloomberg.net