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RLGY > SEC Filings for RLGY > Form 8-K on 15-Aug-2014All Recent SEC Filings

Show all filings for REALOGY HOLDINGS CORP.

Form 8-K for REALOGY HOLDINGS CORP.


15-Aug-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On August 14, 2014, Realogy Group LLC, a Delaware limited liability company ("Realogy"), completed its acquisition of all of the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of ZipRealty, Inc., a Delaware corporation ("ZipRealty"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 15, 2014, by and among Realogy, Honeycomb Acquisition, Inc. ("Purchaser") and ZipRealty.

Realogy's acquisition of the Shares was structured as a two-step transaction, with a cash tender offer by Purchaser for the Shares at a price of $6.75 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 2014, and the related Letter of Transmittal, each as amended and supplemented from time to time, filed by Realogy and Purchaser with the U.S. Securities and Exchange Commission on July 16, 2014 (the "Offer"), followed by the merger of Purchaser with and into ZipRealty, with ZipRealty surviving as a wholly-owned indirect subsidiary of Realogy (the "Merger").

The Offer expired at 5:00 P.M., New York City time, on Wednesday, August 13, 2014. As of the expiration of the Offer, 17,576,436 Shares were validly tendered and not withdrawn (including 821,068 Shares tendered by notice of guaranteed delivery), representing approximately 80.2% of all outstanding Shares. On August 13, 2014, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer and made payment for such Shares in accordance with the terms and conditions of the Offer and applicable law. On August 14, 2014, Realogy Holdings Corp., Realogy's ultimate parent, issued a press release, which is filed as Exhibit 99.1 hereto and incorporated herein by reference, announcing the completion of the Offer, the exercise of the Top-Up Option (as defined below) and its intent to effect the Merger pursuant to the "short-form" procedures under applicable Delaware law.

In order to obtain a sufficient number of Shares to effect a "short-form" merger under applicable Delaware law, on August 14, 2014, Purchaser exercised its option under the Merger Agreement (the "Top-Up Option") to purchase from ZipRealty a number of newly issued Shares (the "Top-Up Shares") equal to the lowest number of Shares that, when added to the number of Shares owned by Purchaser at the time of such exercise, constituted one Share more than 90% of the Shares outstanding (after giving effect to the issuance of the Top-Up Shares). Immediately following the issuance of the Top-Up Shares to Purchaser, Purchaser owned in excess of 90% of the outstanding Shares at such time.

Following Purchaser's acceptance for payment of all Shares validly tendered and not properly withdrawn pursuant to the Offer on August 13, 2014, and Purchaser's subsequent exercise of the Top-Up Option, Realogy and Purchaser completed the Merger in accordance with the applicable provisions of Delaware law that authorized completion of the Merger without a vote or meeting of the stockholders of ZipRealty. ZipRealty survived the Merger as a wholly-owned indirect subsidiary of Realogy.


The aggregate consideration paid by Realogy in the Merger was approximately $166 million (inclusive of paying holders of in-the-money ZipRealty stock options, whether vested or unvested at the time of the Merger, for each option owned by such holders, the excess of $6.75 over the exercise price of the applicable option), plus related transaction fees and expenses.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description of Exhibit

99.1              Press Release issued by Realogy Holdings Corp. on August 14, 2014
                  (incorporated by reference to Exhibit (a)(5)(D) to Amendment
                  No. 5 to the Schedule TO-T of Realogy Group LLC and Honeycomb
                  Acquisition, Inc. filed with the SEC on August 14, 2014)


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