Movers and Shakers 0107

Cartus Takeover

New York, 17 Dec 2006 - Realogy Corporation (NYSE: H), the world’s largest real estate franchisor, today announced that it has entered into a definitive agreement for the Company to be acquired by an affiliate of Apollo Management, L.P., a leading private equity firm, in a transaction valued at approximately $9.0 billion, including the assumption or repayment of approximately $1.6 billion of net indebtedness and legacy contingent and other liabilities of approximately $750 million.  

Under the terms of the agreement, Realogy stockholders would receive $30.00 per share in cash at closing, representing a premium of 18 percent over Friday’s market closing price of $25.50 and a premium of 26 percent over Realogy’s average closing share price since its spin-off from Cendant Corporation on August 1, 2006.  In addition, the total transaction value represents a multiple of approximately 11 times the mid-point of the Company’s previously released 2006 EBITDA guidance before restructuring and spin-off-related costs, and approximately 12 times the consensus Wall Street estimate of 2007 Company EBITDA. 

On the unanimous recommendation of a special committee of the Board of Directors comprised entirely of independent and disinterested directors, the Board of Directors of Realogy approved the agreement and recommended that Realogy’s stockholders adopt the agreement.  

“After careful consideration, our board of directors has concluded that this transaction is in the best interests of Realogy and our stockholders,” Chairman and Chief Executive Officer Henry R. Silverman said.  “It will enable stockholders to realize the value of Realogy’s fundamentally strong businesses.  At the same time, the valuation takes into account the substantial pressures and uncertainties facing the residential real estate markets that may well continue for some time.  Realogy will benefit from ownership by an investor committed to building further on the solid foundation provided by the Company’s leading market positions and to developing long-term opportunities for growth.”  

Commenting on the transaction, Marc Becker, partner at Apollo, said, “Realogy’s powerful real estate brands and their long heritage of leadership in the industry serve as a strong platform for future growth and we are pleased to again have it as part of our investment portfolio.  We are committed to working with Realogy’s talented senior management team and dedicated employees to invest in the business and position it for long-term growth and success.”  

“We are excited about the opportunity to grow our company in partnership with Apollo,” said Vice Chairman and President Richard A. Smith.  “Apollo’s interest in our company is a clear recognition of the attractiveness of Realogy, our businesses and the success we have achieved.  Apollo has a strong track record of growing businesses.  Under its ownership, Realogy’s strong and highly competitive franchising, brokerage, relocation and title services businesses will be able to continue moving forward, executing our current business plans and developing new opportunities for growth.”