Wyndham Worldwide Corporation Announces Final Price for Cash Tender Offer for 3.50% Convertible Notes Due 2012

Mar 09, 2011, 16:36 ET from Wyndham Worldwide Corporation

PARSIPPANY, N.J., March 9, 2011 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) (the "Company") announced today that it has determined the final purchase price offered by the Company pursuant to its previously announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 3.50% Convertible Notes due 2012 (the "Convertible Notes").

The final purchase price per $1,000 principal amount of Convertible Notes is $2,541.72. In addition, holders will receive, in respect of their Convertible Notes that are accepted for purchase, accrued and unpaid interest on such Convertible Notes to, but excluding, the settlement date of the Tender Offer. All amounts payable pursuant to the Tender Offer will be rounded to the nearest cent.

The final purchase price was determined in accordance with the pricing formula described in the Company's Offer to Purchase, dated February 9, 2011 (the "Offer to Purchase").  The final purchase price is equal to the sum of:

  • the Average VWAP (as defined below) of the Company's common stock multiplied by 79.5745 (the "Fixed Share Amount"); plus
  • a fixed cash amount of $50, consisting of:
    • $5 in cash as compensation for the quarterly dividend on the Company's common stock, which was increased by $0.03 per share, that was declared on February 25, 2011 and is expected to be paid on March 25, 2011; plus
    • $45 in cash as additional tender compensation.

The "Average VWAP" means the sum of the Daily VWAPs (as defined below) for each day of the Averaging Period (as defined below) divided by 15.  The Average VWAP at the close of business on March 9, 2011 was $31.3131.

The "Averaging Period" means the period of fifteen (15) consecutive trading days beginning on February 16, 2011 and ending on March 9, 2011 (the "Expiration Date").

The "Daily VWAP" means, for each trading day during the Averaging Period, the per share volume-weighted average price "VWAP" as displayed under the heading "Bloomberg VWAP" on Bloomberg page "WYN.N [equity] AQR" (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of our common stock on such trading day determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained for this purpose by the Company). The Daily VWAP will be determined without regard to after hours trading or any other trading outside of the regular trading session trading hours.

Except as set forth herein, the terms of the Tender Offer remain the same as set forth in the Offer to Purchase, dated February 9, 2011, and the accompanying Letter of Transmittal previously distributed to eligible holders.  

The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (the "Letter of Transmittal").  The Tender Offer will expire at 12:00 midnight, New York City time, at the end of Wednesday, March 9, 2011, unless it is extended or earlier terminated by the Company.

The Tender Offer is not subject to any minimum tender or financing condition. However, the Tender Offer is subject to certain other conditions, as more fully described in the Offer to Purchase. The Company expressly reserves the right to waive these conditions in whole or in part at any or at various times in its sole discretion.  

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and related Letter of Transmittal that were sent to holders of Convertible Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the information agent and depositary for the Tender Offer, Global Bondholder Services Corporation, at (866) 470-3800 (US toll free) or (212) 430-3774 (collect).

The Company has engaged Deutsche Bank Securities Inc. and Goldman, Sachs & Co. to act as dealer managers for the Tender Offer.  Questions regarding the Tender Offer may be directed to either Deutsche Bank Securities Inc. at (800) 503-4611 (US toll free) or (212) 250-5600 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (US toll free) or (212) 902-5183 (collect).

This press release is for informational purposes only and is not an offer to sell or purchase or the solicitation of an offer to sell or purchase any securities discussed herein.  The Tender Offer is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.  The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction.  None of the Company, the dealer managers, the depositary, the information agent, the trustee for the Convertible Notes or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Convertible Notes in the Tender Offer.

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 approximately 7,210 franchised hotels and approximately 612,700 hotel rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.8 million members, access to approximately 97,000 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 nearly 815,000 owners throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 26,000 employees globally.

Forward-Looking Statements

This press release contains "forward-looking statements" conveying management's expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company's debt repurchases.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, as well as those described in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 22, 2011. Except for the Company's ongoing obligations to disclose material information under the federal securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

SOURCE Wyndham Worldwide Corporation



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