UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 __________________________________________

 

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 1, 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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

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
9,886,214 (See Items 3, 4 and 5)
9 SOLE DISPOSITIVE POWER
 0
10 SHARED DISPOSITIVE POWER
9,886,214 (See Items 3, 4 and 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9,886,214 (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)
 8.9%*
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 15

 

Explanatory Note

 

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by Angelo Gordon on November 23, 2022, as amended and supplemented by Amendment No. 1 filed on June 26, 2023 and Amendment No. 2 filed on October 12, 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. This Amendment is being filed in connection with the acquisition by TPG Inc. of Angelo Gordon (as defined below) and AG Funds L.P., as further described below. As a result of the Transaction (as defined below), TPG GP A may be deemed to have become the beneficial owner of the securities beneficially owned by Angelo Gordon, including the securities 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 Item 2 of the Original Schedule 13D in its entirety as set forth below:

 

“This Schedule 13D is being filed jointly on behalf of TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”), Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), AG GP LLC, a Delaware limited liability company (“AG GP”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each of TPG GP A, David Bonderman, James G. Coulter and Jon Winkelried is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. The business address of each of Angelo Gordon and AG GP is 245 Park Avenue, 26th Floor, New York, New York 10167.

 

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 9,886,214 shares of Common Stock.

 

Because of the relationship of TPG GP A to the Accounts, TPG GP A may be deemed to beneficially own the shares of Common Stock held in the Accounts. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the shares of Common Stock held in the Accounts. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the shares of Common Stock held in the Accounts except to the extent of their pecuniary interest therein.

 

The principal business of TPG GP A is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.

 

The principal business of Angelo Gordon is the management of the assets and activities of the in its capacity as manager to certain managed accounts and investment fund vehicles.

 

The principal business of AG GP is acting as the general partner of Angelo Gordon.

 

The present principal occupation of Mr. Bonderman is Non-Executive Chairman and Director of TPG and officer, director and/or manager of other affiliated entities.

 

 

 

 

CUSIP No. 75605Y106 13D Page 9 of 15

 

The present principal occupation of Mr. Coulter is Executive Chairman and Director of TPG and officer, director and/or manager of other affiliated entities.

 

The present principal occupation of Mr. Winkelried is Chief Executive Officer and Director of TPG and officer, director and/or manager of other affiliated entities.

 

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of TPG GP A are listed on Schedule I hereto.

 

The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of AG GP are listed on Schedule II hereto.

 

Each of Messrs. Bonderman, Coulter, Winkelried and the individuals referred to on Schedules I and II hereto is a United States citizen.

 

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

 

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedules I and II hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

 

Item 3. Source and Amount of Funds or Other Consideration

 

This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following before the first paragraph:

 

“The information set forth or incorporated by reference in Items 2, 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.”

 

This Amendment further amends and supplements Item 3 of the Original Schedule 13D by inserting the following after the final paragraph:

 

“On May 14, 2023, TPG Inc. and certain of its affiliated entities entered into a transaction agreement (the “Transaction Agreement”) with Angelo Gordon and AG Funds L.P. and certain of their affiliated entities pursuant to which TPG Inc. agreed to acquire Angelo Gordon and A.G. Funds, L.P. on the terms and subject to the conditions set forth in the Transaction Agreement (the “Transaction”).

 

As a result of the Transaction’s consummation on November 1, 2023, TPG GP A may be deemed to be the indirect beneficial owner of the shares of Common Stock held in the Accounts.”

 

Item 4. Purpose of Transaction

 

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

 

“The information set forth or incorporated by reference in Items 2, 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.”

 

Item 5. Interest in Securities of the Issuer

 

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

 

 

 

 

CUSIP No. 75605Y106 13D Page 10 of 15

 

“The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

 

(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 9,886,214 shares of Common Stock, which constitutes approximately 8.9% of the outstanding shares of Common Stock.

 

(c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Common Stock during the past 60 days.

 

(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

 

(e)       Not applicable.”

 

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 information set forth or incorporated by reference in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

 

Except as described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.”

 

Item 7. Material to Be Filed as Exhibits

 

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below: 

 

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.

 

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).

 

 

 

 

CUSIP No. 75605Y106 13D Page 11 of 15

 

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 2, 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 12 of 15

 

SCHEDULE I

 

Information with Respect to Executive Officers of TPG GP A, LLC. All addresses are c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

 

Name Title
 
James G. Coulter Executive Chairman
Jon Winkelried Chief Executive Officer
Jack Weingart Chief Financial Officer
Todd Sisitsky President
Anilu Vazquez-Ubarri Chief Human Resources Officer
Bradford Berenson General Counsel
Joann Harris Chief Compliance Officer
Martin Davidson Chief Accounting Officer
Steven A. Willmann Treasurer

 

 

 

 

CUSIP No. 75605Y106 13D Page 13 of 15

 

SCHEDULE II

 

Information with Respect to Executive Officers of Angelo, Gordon & Co., L.P. All addresses are 245 Park Avenue, 26th Floor, New York, New York 10167.

 

Name Title
 
Joshua Baumgarten Co-Chief Executive Officer and Co-Chief Investment Officer
Adam Schwartz Co-Chief Executive Officer and Co-Chief Investment Officer
Brian Sigman Chief Financial Officer
Frank Stadelmaier Chief Operating Officer
Christopher Moore General Counsel
Andrew Parks Chief Risk Officer

 

 

 

 

CUSIP No. 75605Y106 13D Page 14 of 15

 

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.

 

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).

 

 

 

 

 

 

 

CUSIP No. 75605Y106 13D Page 15 of 15

 

Exhibit 1

 

AGREEMENT OF JOINT FILING

 

This joint filing agreement (this “Agreement”) is made and entered into as of this 1st day of November, 2023 by and among TPG GP A, LLC, Angelo, Gordon & Co., L.P, AG GP LLC, David Bonderman, James G. Coulter and Jon Winkelried.

 

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

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
 
James G. Coulter
 
  By: /s/Gerald Neugebauer
Gerald Neugebauer on behalf of James G. Coulter
 
Jon Winkelried
 
  By: /s/Gerald Neugebauer
Gerald Neugebauer on behalf of Jon Winkelried

 

 

 


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