Anywhere Announces Proposed Offering of Senior Secured Second Lien Notes

MADISON, N.J., June 17, 2025 /PRNewswire/ -- Anywhere Real Estate Inc. ("Anywhere" or the "Company") (NYSE: HOUS) announced today that Anywhere Real Estate Group LLC (the "Issuer") and Anywhere Co-Issuer Corp. (the "Co-Issuer" and together with the Issuer, the "Issuers"), each a subsidiary of the Company, are proposing to issue, subject to market and other conditions, $500 million aggregate principal amount of senior secured second lien notes due 2030 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  The Notes will be guaranteed on an unsecured senior subordinated basis by the Company, and on a senior secured second priority lien basis by Anywhere Intermediate Holdings LLC ("Intermediate Holdings") and each of the Issuer's existing and future U.S. direct or indirect restricted subsidiaries (other than the Co-Issuer) that is a guarantor under its revolving credit facility (the "Revolving Credit Facility") and certain of its outstanding securities or that incurs or guarantees certain other indebtedness in the future, subject to certain exceptions (such subsidiaries, collectively, the "Note Guarantors").  The Notes will be effectively junior to all of the Issuers', Intermediate Holdings' and the Note Guarantors' existing and future indebtedness secured by senior liens on the collateral securing such indebtedness, including the obligations under the Revolving Credit Facility, to the extent of the value of such collateral, or secured by assets that are not collateral, to the extent of the value of such assets.

The Company intends to use the net proceeds from this offering to repurchase the Company's 0.25% exchangeable senior notes due 2026 and the remaining net proceeds to repay a portion of our outstanding borrowings under the Revolving Credit Facility.

The Notes and the related guarantees will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.  The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act and outside the United States under Regulation S of the Securities Act.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Anywhere Real Estate Inc.

Anywhere Real Estate Inc. (NYSE: HOUS) is moving real estate to what's next. We fulfill our purpose to empower everyone's next move through our leading integrated services, which include franchise, brokerage, relocation, and title and settlement businesses, as well as mortgage and title insurance underwriter minority owned joint ventures. Our brands are 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®. Every day, we help fuel the productivity of our vast network of franchise owners and our more than 300,000 affiliated agents globally as they build stronger businesses and best serve today's consumers.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release, including statements relating to the offering of the Notes and the anticipated use of net proceeds therefrom, constitute "forward-looking statements." Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "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. These statements are subject to significant risks and uncertainties, including, without limitation, risks and uncertainties related to economic, market or business conditions and satisfaction of customary closing conditions related to the private offering. No assurance can be given that the offering of Notes discussed above will be consummated on the terms described or at all. Even if such offering of Notes is consummated, no assurance can be given that we will be able to repurchase any or all of the Company's 0.25% exchangeable senior notes due 2026. We undertake 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.

Investor Relations Contacts:
Alicia Swift
(973) 407-4669
[email protected]

John Carr
(973) 407-2612
[email protected]

Media Contact:
Kyle Kirkpatrick
(973) 407-2935
[email protected]

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SOURCE Anywhere Real Estate Inc.