Cendant Extends Expiration Time for Tender Offers
10 Julho 2006 - 11:00AM
PR Newswire (US)
NEW YORK, July 10 /PRNewswire-FirstCall/ -- Cendant Corporation
(NYSE:CD) today announced that, in connection with its previously
announced tender offers for its outstanding 6.250% Senior Notes due
2008, 6.25% Senior Notes due 2010, 7.375% Senior Notes due 2013 and
7.125% Senior Notes due 2015, it is extending the expiration time
of the tender offers to 5:00 p.m., New York City time, on the
evening of Thursday, July 27, 2006. Pricing will be calculated by
the dealer managers at 2:00 p.m., New York City time, on July 25,
2006, unless extended by the Company, but in no event shall the
pricing date be less than two business days prior to the expiration
date. The cash tender offers were initiated by the Company on June
14, 2006, and included a solicitation of consents to proposed
amendments to the indenture governing the notes. As previously
announced, through June 27, 2006, the Company received consents
from holders of each series of notes that exceeded the requisite
consents needed to amend the indenture with respect to each series
of notes. Such consents may not be revoked. As a result of the
successful completion of the consent solicitations, the Company and
the trustee under the indenture have entered into a supplemental
indenture that will eliminate substantially all restrictive
covenants, certain events of default and certain other related
provisions of the indenture. The supplemental indenture will not
become operative unless and until payment is made for notes
accepted for purchase by the Company pursuant to the tender offers.
Except as set forth above, all other provisions of the tender
offers and consent solicitations with respect to the notes remain
unchanged. The Company reserves the right to further amend or
extend the tender offers and the consent solicitations in its sole
discretion. Cendant's purchase of the notes remains subject to the
satisfaction or waiver of various conditions, including declaration
of the dividends of the common stock of Realogy and Wyndham
Worldwide to holders of Cendant common stock by the Company's Board
of Directors; Wyndham Worldwide's incurrence of debt under its new
credit facilities and transfer of proceeds from such borrowings to
the Company; Realogy's incurrence of debt under its new credit
facilities and transfer of proceeds from such borrowings to the
Company; and execution by the Company's Travelport subsidiary of
new credit facilities, incurrence of debt thereunder and transfer
of proceeds from such borrowings to the Company or the closing of
the sale of Travelport by the Company and receipt by the Company of
cash proceeds of no less than $1.8 billion which can be used to
partially fund the tender offers. Banc of America Securities LLC,
Barclays Capital Inc., J.P. Morgan Securities Inc. and Merrill
Lynch & Co. are the Lead Joint Dealer Managers for the tender
offers and Lead Solicitation Agents for the consent solicitations.
Investors with questions regarding the offer may contact Banc of
America at (704) 386-3244 (collect) or (866) 475-9886 (toll free),
Barclays at (212) 412- 4072 (collect) or (866) 307-8991 (toll
free), JPMorgan at (212) 834-4077 (collect) or (866) 834-4666 (toll
free) and Merrill Lynch at (212) 449-4914 (collect) or (888)
654-8637 (toll free). Mellon Investor Services LLC is the
Information Agent and can be contacted at (201) 680-6590 (collect)
or (800) 392-5792 (toll free). None of the Company, its Board of
Directors, the Information Agent or the dealer managers makes any
recommendation as to whether holders of the notes should tender or
refrain from tendering notes or as to whether holders of the notes
should provide consents to the proposed amendments. This press
release does not constitute an offer to purchase any securities.
The tender offers and the consent solicitations are being made
solely pursuant to the tender offer and related consent
solicitation documents. About Cendant Corporation Cendant
Corporation is primarily a provider of travel and residential real
estate services. With approximately 85,000 employees, New York
City-based Cendant provides these services to businesses and
consumers in over 100 countries. More information about Cendant,
its companies, brands and current SEC filings may be obtained by
visiting the Company's Web site at http://www.cendant.com/.
Forward-Looking Statements Certain statements in this press release
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
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. Statements
preceded by, followed by or that otherwise include the words
"believes", "expects", "anticipates", "intends", "projects",
"estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will",
"should", "would", "may" and "could" are generally forward-looking
in nature and not historical facts. Any statements that refer to
expectations or other characterizations of future events,
circumstances or results are forward-looking statements. The
Company cannot provide any assurances that the separation or any of
the proposed transactions related thereto (including the proposed
sale of the travel distribution services division, Travelport) will
be completed, nor can it give assurances as to the terms on which
such transactions will be consummated. The sale of Travelport is
subject to certain conditions precedent as described in the
Purchase Agreement relating to the sale. In addition, the other
separation transactions are subject to other conditions precedent,
including final approval by the Board of Directors of Cendant.
Various risks could cause future results to differ from those
expressed by the forward-looking statements included in this press
release. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Important assumptions and other important factors that could cause
actual results to differ materially from those in the forward
looking statements are specified in Cendant's Form 10-K for the
year ended December 31, 2005 and Cendant's Form 10-Q for the three
months ended March 31, 2006, including under headings such as
"Forward-Looking Statements", "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations." Except for the Company's ongoing obligations to
disclose material information under the federal securities laws,
the Company undertakes no obligation to release any revisions to
any forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law.
DATASOURCE: Cendant Corporation CONTACT: Media Contact: Elliot
Bloom, +1-212-413-1832, or Investor Contacts: Sam Levenson,
+1-212-413-1834, or Henry A. Diamond, +1-212-413-1920, all of
Cendant Corporation Web site: http://www.cendant.com/
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