Sec Form 13D Filing - TPG GP A LLC filing for Anywhere Real Estate Inc. (HOUS) - 2023-11-13

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

 

__________________________________________

 

Anywhere Real Estate Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

75605Y106

(CUSIP Number)

 

Bradford Berenson

TPG Inc.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 8, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

CUSIP No. 75605Y106

13D

Page 2 of 11

 

1	NAMES OF REPORTING PERSONS
	TPG GP A, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*

The calculation is based on 110,487,870 shares of Common Stock (as defined below) outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the U.S. Securities and Exchange Commission (the “Commission”) on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 3 of 11

 

1	NAMES OF REPORTING PERSONS
	Angelo, Gordon & Co., L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

*

The calculation is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 4 of 11

 

1	NAMES OF REPORTING PERSONS
	AG GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, OO

*

The calculation is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 5 of 11

 

1	NAMES OF REPORTING PERSONS
	David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*

The calculation is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 6 of 11

 

1	NAMES OF REPORTING PERSONS
	James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*

The calculation is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 7 of 11

 

1	NAMES OF REPORTING PERSONS
	Jon Winkelried
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,026,140 (See Items 3, 4 and 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,026,140 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,026,140 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*

The calculation is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023.

 

 

CUSIP No. 75605Y106

13D

Page 8 of 11

 

 

This Amendment No. 4 (the “Amendment”) amends and supplements the Schedule 13D filed by the relevant Reporting Persons on November 23, 2022, as amended and supplemented by Amendment No. 1 filed on June 26, 2023, Amendment No. 2 filed on October 12, 2023 and Amendment No. 3 filed on November 2, 2023 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2.

Identity and Background

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which is the general partner of Angelo Gordon, which is the manager to certain managed accounts and investment fund vehicles (collectively, the “Accounts”) that directly hold an aggregate of 10,026,140 shares of Common Stock.”

Item 4.

Purpose of Transaction

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following:

“As of 9:00 a.m. on November 13, 2023, the Noteholder currently holds $277,410,400 in aggregate principal amount of 7.000% Second Lien Senior Secured Notes due 2030.”

Item 5.

Interest in Securities of the Issuer

This Amendment amends and restates the second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:

“(a)-(b) The following sentence is based on 110,487,870 shares of Common Stock outstanding as of October 31, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2023. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 10,026,140 shares of Common Stock, which constitutes approximately 9.1% of the outstanding shares of Common Stock.

(c) Transactions in the shares of Common Stock by the Reporting Persons during the last sixty days are listed in Annex A attached hereto, which is incorporated herein by reference.”

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

This Amendment amends and supplements Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

“The Accounts have established a position in cash-settled equity swaps that in the aggregate represent economic exposure comparable to a notional interest in 2,313,422 shares of Common Stock (representing economic exposure comparable to approximately 2.1% of the outstanding shares of Common Stock). Under the terms of the swaps, (i) the Accounts will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Accounts any positive price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The Reporting Persons’ counterparty is Nomura Global Financial Products Inc. The swaps do not give the Reporting Persons or the Accounts direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

The Reporting Persons may enter into additional swaps for additional securities of the Issuer depending on market conditions and may increase or decrease its economic exposure through such swaps or other derivative instruments.”

 

 

CUSIP No. 75605Y106

13D

Page 9 of 11

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 13, 2023

 

	TPG GP A, LLC
	By:			/s/ Bradford Berenson
				Name: Bradford Berenson
				Title:   General Counsel
	Angelo, Gordon & Co., L.P.
	By: AG GP LLC
	Its General Partner
	By:			/s/ Christopher D. Moore
				Name: Christopher D. Moore
				Title:   Authorized Signatory
	AG GP LLC
	By:			/s/ Christopher D. Moore
				Name: Christopher D. Moore
				Title:   Authorized Signatory
	David Bonderman
	By:			/s/ Gerald Neugebauer
				Gerald Neugebauer on behalf of David Bonderman (1)
	James G. Coulter
	By:			/s/ Gerald Neugebauer
				Gerald Neugebauer on behalf of James G. Coulter (2)
	Jon Winkelried
	By:				/s/ Gerald Neugebauer
					Gerald Neugebauer on behalf of Jon Winkelried (3)

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

 

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

 

(3) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Commission as an exhibit to a Form 3 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).

 

 

CUSIP No. 75605Y106

13D

Page 10 of 11

 

ANNEX A

The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected over the past sixty days, inclusive of any transactions effected through 9:00 a.m., New York City time, on November 13, 2023. Except as otherwise noted below, all such transactions were effected in the open market, and the table excludes commissions paid in per share prices.

Trade Date		Amount Purchased (Sold)				Price
10/12/2023			12,500			$	5.3876	(1)
10/13/2023			14,200			$	5.0273	(2)
10/16/2023			4,500			$	4.8109	(3)
10/18/2023			50,000			$	4.5700	(4)
10/19/2023			12,000			$	4.4020	(5)
10/20/2023			2,101			$	4.2602	(6)
10/23/2023			6,500			$	4.1939	(7)
10/25/2023			6,000			$	4.3966	(8)
10/31/2023			14,239			$	4.5851	(9)
11/6/2023			3,000			$	4.9053	(10)
11/7/2023			2,886			$	4.9312	(11)
11/8/2023			4,500			$	4.9750	(12)
11/9/2023			4,000			$	4.7474	(13)
11/10/2023			3,500			$	4.5442	(14)

(1)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.305 to $5.47, inclusive. The Reporting Persons undertake to provide to the staff of the Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) through (15).

(2)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.925 to $4.99, inclusive.

(3)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.775 to $4.80, inclusive.

(4)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.50 to $4.60, inclusive.

(5)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.25 to $4.45, inclusive.

(6)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.19 to $4.20, inclusive.

(7)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.10 to $4.23, inclusive.

(8)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.28 to $4.60, inclusive.

(9)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.42 to $4.80, inclusive.

(10)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.81 to $5.24, inclusive.

(11)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.68 to $5.00, inclusive.

(12)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.88 to $5.07, inclusive.

(13)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.57 to $5.06, inclusive.

(14)

The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.465 to $4.67, inclusive.

 

CUSIP No. 75605Y106

13D

Page 11 of 11

 

 

EXHIBIT INDEX

 

Exhibit 1	Agreement of Joint Filing, dated November 1, 2023, by and among Issuer, TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried (incorporated by reference to Amendment No. 3 to this Schedule 13D filed by the Reporting Persons with the Commission on November 2, 2023).
Exhibit 2	Exchange Agreement, dated July 25, 2023, by and among Issuer, Anywhere, Anywhere Co-Issuer, Intermediate Holdings, and the Subsidiary Guarantors and the Noteholder (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K/A filed by the Issuer with the Commission on July 26, 2023).