Tags: amendments, cendant, city time, conjunction, consent solicitations, consents, corporate debt, indenture, interest obligations, june 27, maturities, nyse, principal and interest, realogy corporation, spin offs, tender offer, today announced that, treasury, worldwide corporation, wyndham,
CD ANNOUNCES TENDER OFFERS & CONSENT SOLICITATIONS
Senior Notes Due in August 2006 Expected to Be Pre-Funded Upon Completion of
Spin-Offs of Realogy Corporation and Wyndham Worldwide Corporation
NEW YORK 06-14-2006 -- Cendant Corporation (NYSE:CD) today announced that, in
connection with its plan of separation, it has commenced tender offers to purchase for
cash $2.6 billion of its outstanding corporate debt, with maturities from 2008 to 2015. In
addition, Cendant announced that, at the time of the spin-offs of Realogy Corporation
and Wyndham Worldwide Corporation, it intends to pre-fund and discharge its principal
and interest obligations on its senior notes due in August 2006.
The affected series (collectively, the "Notes") are Cendant's $800 million of 6.250%
Senior Notes due 2008 (for which the tender offer spread to Treasury will be 0.45%),
$350 million 6.25% Senior Notes due 2010 (for which the spread will be 0.45%), $1.2
billion of 7.375% Senior Notes due 2013 (for which the spread will be 0.50%) and $250
million of 7.125% Senior Notes due 2015 (for which the spread will be 0.50%). Each
applicable spread is equivalent to the spread that would be used to determine the price at
which the Company can, at its option, redeem the Notes. In conjunction with the tender
offers, Cendant will also solicit consents for certain amendments to the indenture
pursuant to which the Notes were issued.
There will be no impact on the timing of the Company's separation plan should the
Company fail to receive the necessary consents to implement the proposed indenture
amendments. The Company will retain the option to redeem each series, at its option,
whether or not the tender offers are successfully completed.
Holders of Notes must tender their Notes and deliver their consents by 5:00 p.m., New
York City time, on June 27, 2006, unless such date is extended or earlier terminated, to
be eligible to receive the Total Consideration (defined below). Holders of Notes who
tender their notes after 5:00 p.m., New York City time on June 27, 2006, but before
12:00 midnight, New York City time, on July 12, 2005, unless such date is extended or
earlier terminated, will be eligible to receive only the Tender Offer Consideration (defined
below). Holders who tender Notes must also deliver consents to the proposed indenture
amendments.
The "Total Consideration" offered for each $1,000 principal amount of any series of Notes
will be the sum of (a) the present value of $1,000 principal amount of Notes, plus (b) the
present value of the interest that would accrue from the last interest payment date until
the applicable maturity date for each Note, determined on the basis of a yield to the
maturity date equal to the sum of (i) the bid-side yield on the applicable U.S. Treasury
reference security on the price determination date, plus (ii) the applicable spread, minus
(c) accrued and unpaid interest from the last interest payment date to, but not including,
the settlement date. The "Tender Offer Consideration" for each $1,000 principal amount
of any series of Notes will be the Total Consideration minus $30. Additional details for
each series of Notes, including the reference U.S. Treasury security, are contained in the
table attached to this release.
Pricing will be calculated by the dealer managers at 2:00 p.m., New York City time, on
July 10, 2006, unless extended by the Company but in no event shall the price
determination date be less than two business days prior to expiration. The Company
expects to publicly announce the pricing information for the tender offers by subsequent
press release by close of business on the price determination date.
Each tender offer is subject to the satisfaction of certain 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
execution of new credit facilities and incurrence of the debt thereunder, Realogy's
incurrence of debt under its new credit facilities and transfer of proceeds from all such
borrowings to the Company; 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 a 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; and receipt of the required consents to implement the
proposed amendments.
Upon the completion of the Realogy and Wyndham Worldwide spin-offs, the Company
intends to pre-fund the payment of the aggregate outstanding principal amount of, and
accrued and unpaid interest through the maturity date on, its $100 million of 4.89%
Senior Notes Due 2006 and $850 million of 6 7/8% Notes Due 2006, which mature in
August 2006. The pre-funding is expected to take the form of an irrevocable deposit with
the trustee so as to discharge our obligations under the relevant indenture.
The tender offer and related consent solicitation documents are being distributed to
holders beginning today. 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)
and (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.
Table 1
Summary of Pricing Terms for Cendant Corporation Tender Offers and Consent
Solicitations
The following table sets forth the securities subject to the tender offers and consent
solicitations, the applicable U.S. Treasury reference securities, fixed spread and consent
payment. The Company refers investors to the tender offer and related consent
solicitation documents referred to in the press release for the complete terms of the
tender offers and consent solicitations described in the press release, including definitions
of capitalized terms in the table below.
CUSIP/ISIN Aggregate Title of Reference Fixed Consent
Number Outstanding Security U.S. Spread Payment
Principal Treasury
Amount Security
151313AQ6/ $800,000,000 6.250% Senior 4.375% Notes 45 basis $30
Notes due due January points
US151313AQ60 January 15, 31, 2008
2008
151313AR4/ $350,000,000 6.25% Senior 4% Notes due 45 basis $30
Notes due March 15, points
US151313AR44 March 15, 2010
2010
151313AP8/ $1,200,000,000 7.375% Senior 3.875% Notes 50 basis $30
Notes due due February points
US151313AP87 January 15, 15, 2013
2013
151313AS2/ $250,000,000 7.125% Senior 5.125% Notes 50 basis $30
Notes due due May 15, points
US151313AS27 March 15, 2016
2015
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 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 a possible 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. These transactions are
subject to certain conditions precedent, including final approval by the Board of Directors
of Cendant.
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 contemplated separation and related transactions (including a
possible sale of Travelport), including risks related to borrowings and costs related to the
proposed transactions; increased demands on Cendant's management teams as a result
of the proposed transactions; 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 transactions. 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 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.