Cendant Corporation Completes Spin-Offs of Realogy Corporation and Wyndham Worldwide Corporation
31 Julho 2006 - 8:00PM
PR Newswire (US)
Cendant Stockholders Receive Dividend of Realogy and Wyndham
Worldwide Shares As of the Close of Business Today NEW YORK, July
31 /PRNewswire-FirstCall/ -- Cendant Corporation (NYSE:CD)
announced today that it has completed the spin-offs of Realogy
Corporation (NYSE:H) and Wyndham Worldwide Corporation (NYSE:WYN).
The Company distributed 100% of the common stock of its Realogy
Corporation and Wyndham Worldwide Corporation subsidiaries as of
the close of business today to Cendant stockholders of record as of
July 21, 2006. As previously announced, Cendant distributed one
share of Realogy common stock for every four shares of Cendant
common stock outstanding as of the record date, and one share of
Wyndham Worldwide common stock for every five shares of Cendant
common stock outstanding as of the record date. Fractional shares
of Realogy or Wyndham Worldwide common stock will not be
distributed and any Cendant stockholder entitled to receive a
fractional share will instead receive a cash payment. As previously
indicated, the distributions have been structured to qualify as
tax-free stock dividends to Cendant stockholders for U.S. federal
income tax purposes. Cash received in lieu of fractional shares,
however, will be taxable. Cendant currently has approximately 1.0
billion shares outstanding. Based on the distribution ratio,
approximately 250 million shares of Realogy common stock and
approximately 200 million shares of Wyndham Worldwide common stock
have been distributed to Cendant stockholders. Cendant also
reiterated that it has submitted several proposals to be considered
at its annual stockholders meeting scheduled for August 29, 2006,
including one to change Cendant's name to Avis Budget Group, Inc.
and another to authorize a 1-for-10 reverse stock split of
Cendant's common stock to reduce the number of Cendant shares
outstanding to approximately 100 million. As announced on June 30,
2006, Cendant entered into a definitive agreement to sell its
Travelport subsidiary to The Blackstone Group and confirmed that it
will use the net proceeds from such sale (after taxes, fees and
expenses and retirement of Travelport's borrowings) to reduce the
indebtedness allocated to Realogy and Wyndham Worldwide. Cendant
reiterated that the completion of the sale of its Travelport
subsidiary to The Blackstone Group is subject to satisfaction of
customary conditions and is expected to occur in August 2006.
Because Cendant common stock continued to trade "regular-way"
(inclusive of the Realogy and Wyndham Worldwide distributions) on
the New York Stock Exchange (the "NYSE") through the distribution
date, any holder of Cendant common stock who sold shares in the
"regular way" market prior to the close of business on July 31,
2006 also sold the related entitlement to receive shares of Realogy
or Wyndham Worldwide common stock in respect of such shares. No
action is required by Cendant stockholders to receive their Realogy
or Wyndham Worldwide common stock. Cendant stockholders who hold
Cendant common stock as of the record date will receive a
book-entry account statement reflecting their ownership of Realogy
and Wyndham Worldwide common stock or their brokerage account will
be credited for the shares. The distribution of the Realogy and
Wyndham Worldwide shares were made as described in the applicable
Information Statement relating to such securities, which have been
filed with the SEC. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
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 proposed sale of the
travel distribution services division, Travelport will be
completed, nor can it give assurances as to the terms on which such
transaction will be consummated. The sale of Travelport is subject
to certain conditions precedent as described in the Purchase
Agreement relating to the sale. Various risks that could cause
future results to differ from those expressed by the
forward-looking statements included in this press release include,
but are not limited to: risks inherent in the agreement to sell
Travelport including risks related to borrowings and costs related
to the proposed transaction; increased demands on Cendant's
management teams as a result of the proposed transaction; changes
in business, political and economic conditions in the U.S. and in
other countries in which Cendant and its companies currently do
business; changes in governmental regulations and policies and
actions of regulatory bodies; changes in operating performance; and
access to capital markets and changes in credit ratings, including
those that may result from the proposed transaction. Other unknown
or unpredictable factors also could have material adverse effects
on Cendant's and its companies' performance or achievements. In
light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not
occur. 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, Cendant's Form 10-Q for the three
months ended March 31, 2006, Realogy Corporation's Registration
Statement on Form 10 and Wyndham Worldwide Corporation's
Registration Statement on Form 10, 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. About
Cendant Corporation Cendant is now comprised of its Travelport and
Avis Budget Group businesses. About Realogy Corporation Realogy
Corporation is the world's largest residential real estate
brokerage franchisor, the largest U.S. residential real estate
brokerage firm, a leading global provider of outsourced employee
relocation services, and a provider of title and settlement
services. Realogy's brands include Century 21, Coldwell Banker,
Coldwell Banker Commercial, ERA, Sotheby's International Realty,
NRT Incorporated, Cartus and Title Resource Group. Realogy is
headquartered in Parsippany, NJ and has more than 15,000 employees.
About Wyndham Worldwide Corporation Wyndham Worldwide is one of the
world's largest hospitality companies offering individual consumers
and business-to-business customers a broad suite of hospitality
products and services including lodging; vacation exchange and
rental services; and vacation ownership interests in resorts.
Wyndham Worldwide is headquartered in Parsippany, NJ, and is
supported by approximately 28,800 employees around the world.
DATASOURCE: Cendant Corporation CONTACT: Media - Elliot Bloom of
Cendant Corporation, +1-212-413-1832; or Mark Panus of Realogy
Corporation, +1-973-407-7215; Investor - Sam Levenson of Cendant
Corporation, +1-212-413-1834; or Henry A. Diamond of Realogy
Corporation, +1-212-413-1920; or Margo C. Happer of Wyndham
Worldwide Corporation, +1-973-496-2705 Web site:
http://www.cendant.com/
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