Wyndham
Worldwide Prices $250 Million of Senior Unsecured Notes and $200 Million of
Convertible Notes
PARSIPPANY,
N.J. (May 13, 2009) – Wyndham Worldwide Corporation (NYSE:WYN) today announced
the pricing of $250 million aggregate principal amount of senior unsecured notes
due 2014 and $200 million aggregate principal amount of convertible notes due
2012. In addition, Wyndham Worldwide has granted the underwriters an
over-allotment option to purchase up to an additional $30 million principal
amount of convertible notes. The senior unsecured notes offering is expected to
close on May 18, 2009, and the convertible notes offering is expected to close
on May 19, 2009. Wyndham Worldwide intends to use the aggregate net
proceeds from the offerings to reduce the principal balance outstanding under
its revolving credit facility and to pay the cost of the convertible note hedge
transactions, after giving effect to the proceeds to Wyndham Worldwide from the
warrant transactions (each as described below).
The
senior unsecured notes will bear interest at a rate of 9.875% per year payable
semi-annually on May 1 and November 1 of each year, commencing November 1, 2009.
The notes will mature on May 1, 2014. The notes were offered to the public at a
price of 95.801% of principal amount.
The
convertible notes will bear interest at a rate of 3.50% per year payable
semi-annually on May 1 and November 1 of each year, commencing November 1,
2009. The convertible notes will not be convertible into shares of
Wyndham Worldwide common stock or any other securities under any
circumstances. Under certain circumstances and during certain
periods, the convertible notes may be convertible into cash at an initial
conversion rate of 78.5423 shares of common stock per $1,000 principal amount of
convertible notes, equivalent to a conversion price of approximately $12.73 per
share of Wyndham Worldwide common stock. The conversion price
represents a premium of approximately 20% to the closing price of Wyndham
Worldwide's common stock on the New York Stock Exchange on May 13,
2009.
Based
on the terms of these transactions, Wyndham Worldwide estimates incremental
interest expense in 2009 of approximately $25 million.
Upon
pricing of the convertible notes, Wyndham Worldwide entered into (i) convertible
note hedge transactions that are expected to offset its exposure to any cash
payments above par value, that may be required upon conversion of any
convertible notes, and (ii) warrant transactions, which Wyndham Worldwide will
have the option to settle in net shares or cash. The exercise price
of the warrant transactions (approximately $20.16 per share) represents a
premium of 90% over the closing price of Wyndham Worldwide’s common stock on the
New York Stock Exchange on May 13, 2009. 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. The convertible note hedge transactions and
the warrant transactions were entered into with affiliates of certain 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
offerings were made pursuant to Wyndham Worldwide’s effective registration
statement only by means of written prospectuses.
Banc of
America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities Inc., Citi and Deutsche Bank Securities Inc. 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; Citi,
Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor,
Brooklyn, NY 11220, telephone toll-free at (800) 831-9146; Deutsche Bank
Securities Inc., Prospectus Department, Harborside Financial Center, 100 Plaza
One, Jersey City, New Jersey 07311-3988, telephone toll-free at (800)
503-4611.
Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Citi, Merrill Lynch
& Co, and Deutsche Bank Securities Inc. 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; Citi, Prospectus
Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY
11220, telephone toll-free at (800) 831-9146; Merrill Lynch & Co.,
Attention: Prospectus Department, 4 World Financial Center, New York, New York
10080; Deutsche Bank Securities Inc., Prospectus Department, Harborside
Financial Center, 100 Plaza One, Jersey City, New Jersey 07311-3988, telephone
toll-free at (800) 503-4611.
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 securities offerings and the
anticipated use of the net proceeds therefrom and the incremental interest
expense to be incurred based on the terms of these
transactions. 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; 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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