Anywhere Announces Proposed Offering of Senior Secured Second Lien Notes

Rhea-AI Summary

Anywhere Real Estate (NYSE: HOUS) announced a proposed private offering of $500 million senior secured second lien notes due 2030 through its subsidiaries. The notes will be guaranteed on an unsecured senior subordinated basis by the Company and secured by second priority liens from various subsidiaries. The notes will be junior to existing and future senior-secured indebtedness. The company plans to use the proceeds to repurchase its 0.25% exchangeable senior notes due 2026 and repay part of its Revolving Credit Facility borrowings. The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.

Positive

• Refinancing of existing debt could improve debt structure and maturity profile
• Strategic move to manage and restructure debt obligations
• Potential reduction in borrowings under Revolving Credit Facility

Negative

• Increases in secured debt obligations
• Notes are effectively junior to existing and future senior-secured debt
• Additional debt burden could impact financial flexibility

Insights

Financial Analyst

Anywhere Real Estate is restructuring $500M in debt, extending maturities while maintaining similar leverage levels.

Anywhere Real Estate (NYSE: HOUS) has announced a $500 million offering of senior secured second lien notes due 2030. This debt issuance represents a significant balance sheet restructuring effort, with proceeds earmarked for two specific purposes: repurchasing the company's 0.25% exchangeable senior notes due 2026 and reducing revolving credit facility borrowings.

This transaction appears designed to extend the company's debt maturity profile by replacing near-term obligations (2026 notes) with longer-dated maturities (2030). The new notes will be positioned as second lien debt in the capital structure, subordinate to the revolving credit facility but senior to unsecured obligations.

The security structure is notable - these notes will be guaranteed on a senior secured second priority basis by subsidiary guarantors but only on an unsecured senior subordinated basis by the parent company itself. This creates a tiered security approach that likely reflects existing covenant restrictions while still providing meaningful security to attract investors.

From a liquidity perspective, reducing revolving credit facility borrowings could provide Anywhere with additional financial flexibility, as revolving facilities typically serve as important liquidity backstops. However, this refinancing doesn't appear to significantly deleverage the company, as it's essentially replacing one form of debt with another rather than reducing total obligations.

For investors, this transaction's main benefit is pushing out maturities rather than meaningfully improving credit metrics. The pricing will be crucial to determine whether this refinancing generates interest expense savings or if the company is paying a premium for the maturity extension.

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
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 purpose of Anywhere Real Estate's (HOUS) new notes offering?

Anywhere Real Estate is offering $500 million in senior secured second lien notes due 2030, with proceeds intended to repurchase 0.25% exchangeable senior notes due 2026 and repay part of their Revolving Credit Facility.

Who can participate in Anywhere Real Estate's (HOUS) notes offering?

The offering is limited to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S of the Securities Act. It is not available to retail investors.

What type of security is provided for HOUS's new notes?

The notes are secured by second priority liens from subsidiaries and guaranteed on an unsecured senior subordinated basis by the Company, but are junior to existing and future senior-secured indebtedness.

When do Anywhere Real Estate's (HOUS) new notes mature?

The proposed senior secured second lien notes are scheduled to mature in 2030.

What is the current status of HOUS's notes offering?

The offering is currently in the proposal stage and is subject to market and other conditions. It has not been finalized yet.