Anywhere Announces Pricing of Senior Secured Second Lien Notes

Rhea-AI Summary

Anywhere Real Estate (NYSE: HOUS) announced the pricing of $500 million in senior secured second lien notes due 2030, with a 9.750% interest rate at 100.00% issue price. The notes will be issued by subsidiaries Anywhere Real Estate Group LLC and Anywhere Co-Issuer Corp, with closing expected on June 26, 2025. The notes will be guaranteed on an unsecured senior subordinated basis by the Company and secured by second priority liens from specific subsidiaries. The proceeds will be used to repurchase the Company's 0.25% exchangeable senior notes due 2026 and repay part of the outstanding Revolving Credit Facility borrowings. The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.

Positive

• Successful pricing of $500 million notes offering demonstrates market confidence
• Strategic debt restructuring by replacing lower interest rate notes (0.25%) with new financing
• Reduction in Revolving Credit Facility borrowings will improve debt structure

Negative

• High interest rate of 9.750% indicates significant borrowing costs
• New notes are effectively junior to existing and future senior secured debt
• Increased secured debt obligations could limit financial flexibility

Insights

Financial Debt Analyst

Anywhere is restructuring debt with $500M in new 9.75% notes to replace existing debt, extending maturities but at higher interest rates.

Anywhere Real Estate has priced $500 million of 9.750% senior secured second lien notes due 2030, with the proceeds targeted for repurchasing the company's 0.25% exchangeable senior notes due 2026 and paying down revolving credit facility debt. This transaction represents a significant debt restructuring that extends the company's maturity profile but at a substantially higher interest rate.

The stark contrast between the new 9.75% interest rate and the retiring 0.25% notes highlights the dramatically higher borrowing costs Anywhere faces in today's interest rate environment. This refinancing will increase annual interest expenses by approximately $47.5 million on the portion replacing the exchangeable notes, assuming full replacement of those notes.

The second-lien position of these notes is also noteworthy, as they'll be subordinated to the company's revolving credit facility in the capital structure. This subordination is reflected in the high interest rate, as second-lien debt typically carries higher yields to compensate for increased risk. The company is effectively trading near-term maturities for higher long-term costs, providing breathing room but at a significant price.

While this refinancing extends Anywhere's debt maturity profile by replacing 2026 notes with 2030 notes, the substantial increase in interest costs will put additional pressure on cash flow in the coming years. This suggests management is prioritizing liquidity and maturity extension over interest expense minimization, potentially indicating concerns about refinancing risk in the current market environment.

MADISON, N.J., June 18, 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, priced $500 million aggregate principal amount of 9.750% senior secured second lien notes due 2030 (the "Notes") at an issue price of 100.00% in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The closing of the offering is expected to occur on June 26, 2025, subject to customary closing conditions.

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
Alicia.Swift@anywhere.re

John Carr
(973) 407-2612
john.carr@anywhere.re 

Media Contact:

Kyle Kirkpatrick
(973) 407-2935
kyle.kirkpatrick@anywhere.re

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SOURCE Anywhere Real Estate Inc.

FAQ

What is the size and interest rate of Anywhere Real Estate's (HOUS) new notes offering?

Anywhere Real Estate priced $500 million in senior secured second lien notes due 2030 with a 9.750% interest rate.

When will Anywhere Real Estate's (HOUS) new notes offering close?

The notes offering is expected to close on June 26, 2025, subject to customary closing conditions.

How will Anywhere Real Estate (HOUS) use the proceeds from the notes offering?

The proceeds will be used to repurchase the company's 0.25% exchangeable senior notes due 2026 and repay part of the outstanding Revolving Credit Facility borrowings.

Who can purchase Anywhere Real Estate's (HOUS) new notes?

The notes are only offered to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.

What is the maturity date of Anywhere Real Estate's (HOUS) new notes?

The senior secured second lien notes will mature in 2030.