PARSIPPANY, N.J., (March 27, 2012) — Wyndham Worldwide Corporation has announced the expiration and final results of its previously announced tender offer for first, an aggregate principal amount up to the Maximum Tender Amount (as defined below) of its outstanding 6.00% Senior Notes due 2016 (the “2016 Notes”); and second, if the Maximum Tender Amount has not been reached, an aggregate principal amount up to the Maximum Tender Amount of its 7.375% Senior Notes due 2020 (the “2020 Notes”) (the “Maximum Tender Offer”).
As of midnight, New York City time, on March 23, 2012 (the “Maximum Tender Offer Expiration Date”), $446,672,000 in aggregate principal amount of 2016 Notes, representing approximately 55.83% of the aggregate principal amount outstanding of 2016 Notes and $143,005,000 in aggregate principal amount of 2020 Notes, representing approximately 57.20% of the aggregate principal amount outstanding of 2020 Notes, were validly tendered and not validly withdrawn. $442,881,000 in aggregate principal amount of 2016 Notes and $0 in aggregate principal amount of 2020 Notes have been accepted for purchase by the Company (the “Maximum Tender Amount”) in accordance with the principles of priority set forth in the Offer to Purchase (as defined below), which is unchanged from the amounts previously announced on March 9, 2012.
The Maximum Tender Offer was subject to the terms and conditions set forth in the Offer to Purchase for Cash dated February 27, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal.
As previously announced, holders of 2016 Notes that were validly tendered at or prior to 5:00 p.m. New York City time on March 9, 2012 (the “Early Tender Date”) and accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) which includes the applicable early tender premium (the “Early Tender Premium”) set forth in the Offer to Purchase.
The Company expects to incur a pretax charge of approximately $105 million in connection with the Maximum Tender Offer and the recently completed tender offer to purchase its 9.875% Senior Notes due 2014. The charge will be excluded from the Company’s first quarter 2012 adjusted results. The Company expects to reduce its 2012 interest expense by approximately $10 million or approximately $13 million annualized as a result of corporate financing activities including the $650 million tender offers and recent note issuances in the aggregate principal amount of $950 million.
J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. have acted as Dealer Managers for the Maximum Tender Offer. The Tender Agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 967-4617. Questions regarding the Maximum Tender Offer should be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4811 (collect); or Deutsche Bank Securities Inc., Liability Management Group, at (855) 287-1922 (toll-free) or (212) 250-7527 (collect).
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Maximum Tender Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Wyndham Worldwide Corporation
As one of the world’s largest hospitality companies, Wyndham Worldwide offers individual consumers and business-to-business customers a broad suite of hospitality products and services across various accommodation alternatives and price ranges through its premier portfolio of world-renowned brands. Wyndham Hotel Group encompasses 7,205 hotels with approximately 613,100 rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.7 million members, access to approximately 100,000 vacation properties located in approximately 100 countries. Wyndham Vacation Ownership develops, markets and sells vacation ownership interests and provides consumer financing to owners through its network of over 160 vacation ownership resorts serving over 813,000 owners throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 27,800 employees globally.
This press release includes “forward-looking” statements, as that term is defined by the Securities and Exchange Commission in its rules, regulations and releases. Forward-looking statements are any statements other than statements of historical fact, including statements regarding the Company’s expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “intends,” “projects,” “may increase,” “may fluctuate,” “expects,” “believes,” “plans,” “anticipates,” “estimates,” and similar expressions or future or conditional verbs such as “should,” “would,” “may,” and “could.” Such statements are generally forward looking in nature and not historical facts. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic conditions, the Company’s financial and business prospects, the Company’s capital requirements, the Company’s financing prospects, the Company’s relationships with associates and those disclosed as risks in the section entitled “Risk Factors” in the Company’s Report on Form 10-K for the year ended December 31, 2011. The Company cautions readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.
SOURCE Wyndham Worldwide Corporation