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Bank of New York Mellon v. Realogy Corporation
Citation:979 A.2d 1113 (Del. Ch. 2008)
Defendant Realogy Corporation provides real estate and relocation services. It was a publicly traded corporation until it was taken private by an affiliate of Apollo Management, L.P. in April 2007. To provide the large amount of debt financing necessary to complete Apollo’s acquisition of Realogy, Realogy issued a number of debt instruments. Level II debt here is unsecured and includes two sets of obligations. Realogy has fallen on hard times and as evidence of the market’s evaluation of Realogy’s diminished prospects to pay back its debt, the Level II Cash Notes presently trade at just below 18 cents on the dollar. On November, 2008, the majority of the Level II Noteholders demanded that Realogy confirm that it would terminate the proposed exchange transaction, citing allegations of certain covenant breaches of the indenture governing the Level II notes (indenture).
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