Wyndham
Worldwide Announces New Note Offerings
PARSIPPANY,
N.J. (May 12, 2009) – Wyndham Worldwide Corporation (NYSE:WYN) today announced
that it intends to offer senior unsecured notes and convertible notes to the
public through underwritten offerings pursuant to its effective shelf
registration statement. Both offerings are subject to market and other
conditions and neither is contingent upon the other.
Wyndham
Worldwide intends to offer senior unsecured notes due 2014. The
aggregate principal amount, interest rate and other financial terms of the notes
will be determined upon pricing. Wyndham Worldwide intends to use the
net proceeds from the senior unsecured notes offering to reduce the principal
balance outstanding under its revolving credit facility.
Wyndham Worldwide also intends to offer $200 million aggregate principal amount of
convertible notes due 2012. The convertible notes will be settled in cash and
will not be convertible
into shares of Wyndham Worldwide common stock or any other
securities. The interest rate, conversion rate and other financial
terms of the convertible
notes will be determined
upon pricing. Wyndham Worldwide
also expects to grant the underwriters for the offering an option to purchase up to an additional $30 million aggregate principal amount of convertible notes solely to cover over-allotments.
Wyndham
Worldwide expects to enter into convertible note hedge transactions, which are
expected to offset Wyndham Worldwide's exposure to any cash payments above par
value that may be required upon conversion of any convertible
notes. Wyndham Worldwide also expects to enter into warrant
transactions, which Wyndham Worldwide will have the option to settle in net
shares or cash. Both the convertible note hedge transactions and the
warrant transactions will be entered into with affiliates of one or more of the
underwriters. Wyndham Worldwide expects that the exercise price of the warrants
will represent a substantial premium over the current market price of Wyndham
Worldwide's common stock. However, the warrant transactions could
have a dilutive effect on Wyndham Worldwide’s earnings per share to the extent
that the price of Wyndham Worldwide’s common stock exceeds the exercise price of
the warrants.
Wyndham
Worldwide will use a portion of the net proceeds from the convertible notes
offering and the proceeds from the warrant transactions to enter into the
convertible note hedge transactions. Wyndham Worldwide intends to use
the remainder of net proceeds from the convertible notes offering to reduce the
principal balance outstanding under its revolving credit
facility. If the
underwriters exercise their over-allotment option, Wyndham Worldwide will
increase the size of the convertible note hedge transactions, and may sell
additional warrants to the affiliates of the underwriters.
Wyndham Worldwide has been advised by the affiliates of
the underwriters that they
or their respective affiliates may enter into various derivative transactions
with respect to Wyndham Worldwide’s common stock concurrently with or shortly
following pricing of the convertible
notes. These activities could
have the effect of increasing, or preventing a decline in, the price of Wyndham
Worldwide’s common stock concurrently with or following the pricing of such
notes.
The offering of the notes and the convertible notes will be made
only by means of written prospectuses.
Banc of America Securities LLC, Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Citi are acting as joint book-running
managers for the notes offering. Interested parties
may obtain a written prospectus for the notes offering from any of Banc of America
Securities LLC, 100 West 33rd Street, New York, New York, 10001,
Attention: Prospectus Department, telephone toll-free at (800) 294-1322; Credit Suisse Securities (USA) LLC,
Prospectus Department, One
Madison Avenue, New York, New York 10010, telephone at (800) 221-1037; J.P. Morgan Securities Inc., 270 Park
Avenue, New York, New York, 10017, Attention: High Grade Syndicate Desk, 8th
Floor, telephone collect at
(212) 834-4533; or Citi, Prospectus Department, Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone toll-free at (800) 831-9146.
Credit Suisse Securities (USA) LLC,
J.P. Morgan Securities
Inc., Merrill Lynch &
Co. and Citi are acting as joint book-running
managers for the convertible notes offering. Interested parties may
obtain a written prospectus for the convertible notes offering from any of
Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison
Avenue, New York, New York 10010, telephone at (800) 221-1037; J.P. Morgan Securities Inc., 4 Chase
Metrotech Center, CS Level, Brooklyn, New York 11245, Attention: Prospectus
Library, telephone collect at (718) 242-8002; Merrill Lynch & Co., Attention:
Prospectus Department, 4 World Financial Center, New York, New York
10080; or Citi, Prospectus Department, Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone toll-free at (800) 831-9146.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy these securities, nor
shall there be any sale of these securities, in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful.
About Wyndham
Worldwide
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 almost 7,000 franchised hotels and approximately 588,500
hotel rooms worldwide. Group RCI offers its 3.8 million members access to more
than 73,000 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 150 vacation
ownership resorts serving over 830,000 owners throughout North America, the
Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany,
N.J., employs approximately 25,500 employees globally. For more
information about Wyndham Worldwide, please visit the company’s web site at
www.wyndhamworldwide.com.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,”
including with regard to Wyndham Worldwide’s planned securities offerings, the
anticipated use of the net proceeds therefrom, and the expected results of the
convertible note hedge and warrant transactions, including reducing Wyndham
Worldwide’s exposure to potential cash payments. These statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. No assurance can be given that the securities offerings
discussed above will be consummated on the terms described or at all.
Consummation of the securities offerings and the terms thereof are subject to
numerous conditions, many of which are beyond the control of Wyndham Worldwide,
including: the prevailing conditions in the capital markets; prevailing interest
rates; economic, political and market factors affecting the trading volume and
price of and the demand for Wyndham Worldwide’s common stock; and other factors,
including those set forth in the Risk Factors section of Wyndham Worldwide’s
Quarterly Report on Form 10-Q for the three months ended March 31, 2009. The
Company undertakes no obligation to update these statements for revisions or
changes after the date of this release.
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Investor
contact:
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Press
contact:
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Margo
C. Happer
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Sandra
Kelder
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Senior
Vice President,
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Senior
Vice President,
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Investor
Relations
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Corporate
Communications
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Wyndham
Worldwide Corporation
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Wyndham
Worldwide Corporation
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(973)
753-6472
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(973)
753-8142
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Margo.Happer@wyndhamworldwide.com
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Sandra.Kelder@wyndhamworldwide.com
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