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Realogy Corporation (NYSE: H) today announced that it filed its definitive proxy statement for the special meeting of stockholders to be held on March 30, 2007, at the Hilton Parsippany, One Hilton Court, Parsippany, New Jersey 07054, at 10:00 a.m., for the purpose of voting on a proposal to approve the merger agreement with affiliates of Apollo Management, L.P. As previously disclosed, stockholders of record as of the close of business on February 20, 2007, will be entitled to vote at the special meeting of stockholders. The Company expects to commence the mailing of the notice of meeting and definitive proxy statement to stockholders on or about February 23, 2007.
Realogy also announced that it and Apollo have entered into a memorandum of understanding with certain plaintiffs to settle the purported consolidated class action litigation that was brought following the announcement of the proposed merger with Apollo. The defendants have denied any wrongdoing or liability in the memorandum of understanding, which they entered into to avoid the burden and expense of further litigation. The memorandum of understanding provides, among other things, for a reduction in the termination fee payable to Apollo under certain circumstances to $180 million, certain agreements by the defendants with respect to the time periods applicable to the exercise of stockholders' appraisal rights and additional disclosures in the proxy statement for the merger, which are reflected in the definitive proxy statement filed earlier today. The dismissal of the litigation is subject to court approval and other customary conditions.
Realogy currently expects to complete the merger with Apollo Management in early to mid-April 2007, subject to the adoption of the merger agreement by Realogy's stockholders and the satisfaction of other closing conditions.
The Company also reported its preliminary unaudited financial results for the 2006 full year, which are in line with its previously announced guidance for the full year. As of the date of this release, management estimates that unaudited 2006 full-year revenue was approximately $6.492 billion; EBITDA was approximately $852 million, excluding separation, restructuring, legacy costs of our former parent incurred by us and merger costs; and net income was approximately $412 million, adjusted on the same basis. As of the date of this release, management estimates that unaudited 2006 full-year net income was approximately $364 million, after deducting estimated separation, restructuring, legacy costs of our former parent incurred by us and merger costs. (Please see Table 1 for a definition of EBITDA, excluding separation, restructuring, legacy costs of our former parent incurred by us and merger costs, and a reconciliation of the preliminary 2006 full-year results of that measure to net income.)
While the numbers referred to above are preliminary, they will be audited and finalized in the Company's 2006 financial statements, which will be publicly disclosed and reflected in Realogy's Annual Report on Form 10-K for the year ended December 31, 2006, which the Company anticipates filing with the SEC within the first 10 days of March 2007.
About Realogy Corporation
Realogy Corporation (NYSE: H), the world's largest real estate franchisor and a member of the S&P 500, has a diversified business model that also includes real estate brokerage, relocation and title services. Realogy's world-renowned brands and business units include Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, ERA®, Sotheby's International Realty®, NRT Incorporated, Cartus and Title Resource Group. Headquartered in Parsippany, N.J., Realogy (www.realogy.com) has approximately 15,000 employees worldwide.
Realogy also announced that it and Apollo have entered into a memorandum of understanding with certain plaintiffs to settle the purported consolidated class action litigation that was brought following the announcement of the proposed merger with Apollo. The defendants have denied any wrongdoing or liability in the memorandum of understanding, which they entered into to avoid the burden and expense of further litigation. The memorandum of understanding provides, among other things, for a reduction in the termination fee payable to Apollo under certain circumstances to $180 million, certain agreements by the defendants with respect to the time periods applicable to the exercise of stockholders' appraisal rights and additional disclosures in the proxy statement for the merger, which are reflected in the definitive proxy statement filed earlier today. The dismissal of the litigation is subject to court approval and other customary conditions.
Realogy currently expects to complete the merger with Apollo Management in early to mid-April 2007, subject to the adoption of the merger agreement by Realogy's stockholders and the satisfaction of other closing conditions.
The Company also reported its preliminary unaudited financial results for the 2006 full year, which are in line with its previously announced guidance for the full year. As of the date of this release, management estimates that unaudited 2006 full-year revenue was approximately $6.492 billion; EBITDA was approximately $852 million, excluding separation, restructuring, legacy costs of our former parent incurred by us and merger costs; and net income was approximately $412 million, adjusted on the same basis. As of the date of this release, management estimates that unaudited 2006 full-year net income was approximately $364 million, after deducting estimated separation, restructuring, legacy costs of our former parent incurred by us and merger costs. (Please see Table 1 for a definition of EBITDA, excluding separation, restructuring, legacy costs of our former parent incurred by us and merger costs, and a reconciliation of the preliminary 2006 full-year results of that measure to net income.)
While the numbers referred to above are preliminary, they will be audited and finalized in the Company's 2006 financial statements, which will be publicly disclosed and reflected in Realogy's Annual Report on Form 10-K for the year ended December 31, 2006, which the Company anticipates filing with the SEC within the first 10 days of March 2007.
About Realogy Corporation
Realogy Corporation (NYSE: H), the world's largest real estate franchisor and a member of the S&P 500, has a diversified business model that also includes real estate brokerage, relocation and title services. Realogy's world-renowned brands and business units include Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, ERA®, Sotheby's International Realty®, NRT Incorporated, Cartus and Title Resource Group. Headquartered in Parsippany, N.J., Realogy (www.realogy.com) has approximately 15,000 employees worldwide.
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