Information about http://www.cendant.com/documents/07_13_2006.pdf

CENDANT BOARD OF DIRECTORS APPROVES SIMULTANEOUS SPIN-OFFS OF REALOGY…

Tags: avis, budget group inc, cendant, common stock, distributions, federal income tax, fractional share, fractional shares, free stock, hospitality services, income tax purposes, nyse, realogy corporation, reverse stock split, spin offs, stock dividends, stockholder, stockholders, worldwide corporation, wyndham,
Pages: 4
Language: english
Created: Wed Aug 30 09:48:48 2006
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CENDANT BOARD OF DIRECTORS APPROVES SIMULTANEOUS SPIN-OFFS OF
REALOGY CORPORATION AND WYNDHAM WORLDWIDE CORPORATION

Cendant Stockholders to Receive Dividend of Realogy and Wyndham Worldwide
Shares on July 31, 2006

Cendant Adopts Stockholder Rights Plan

NEW YORK 07-13-2006 -- Cendant Corporation (NYSE: CD) announced today that its
Board of Directors has formally approved the spin-offs of its real estate services and
hospitality services (including timeshare resorts) businesses through the distribution of
100% of the common stock of its Realogy Corporation and Wyndham Worldwide
Corporation subsidiaries to stockholders of Cendant Corporation. The distributions are
expected to occur after the close of business on July 31, 2006 to Cendant stockholders of
record as of the close of business on July 21, 2006.

Cendant will distribute 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.

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 will be
distributed to Cendant stockholders. In addition, Cendant intends to submit several
proposals 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.
Based on the expected amount of proceeds from the Travelport sale, it is currently
estimated that Realogy's debt level will be reduced from $2,225 million at the time of its
separation from Cendant to approximately $750 million upon receipt of its share of
Travelport proceeds and that Wyndham Worldwide's debt level will be reduced from
$1,360 million at the time of its separation from Cendant to approximately $600 million
after the receipt of its share of Travelport proceeds. Closing is subject to satisfaction of
customary conditions and is expected to occur in August 2006.

Because Cendant common stock will continue 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 sells
shares prior to the close of business on July 31, 2006 will also be selling the related
entitlement to receive shares of Realogy or Wyndham Worldwide common stock in
respect of such shares. Investors are encouraged to consult with their financial advisors
regarding the specific implications of selling Cendant common stock before the
distribution date.

Realogy and Wyndham Worldwide have filed applications to list their common stock on
the NYSE under the symbols "H" and "WYN," respectively. The Company expects that
"when issued" public markets for Realogy and Wyndham Worldwide common stock will
develop on or about two business days prior to the record date.

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.

Shortly after July 21, 2006, Cendant will mail Information Statements to its stockholders
of record as of the close of business on the record date. The Information Statements will
include information regarding the distributions and the business and management of
Realogy Corporation and Wyndham Worldwide Corporation, as applicable, following each
distribution. In addition, each of Cendant, Realogy Corporation and Wyndham Worldwide
Corporation intend to file important information related to the spin-offs, including this
release and the appropriate Information Statement(s), with the Securities and Exchange
Commission (the "SEC") on Form 8-K.

JPMorgan and Evercore acted as financial and strategic advisors to Cendant in connection
with the spin-offs and related transactions. Skadden, Arps, Slate, Meagher & Flom LLP
acted as Cendant's legal advisor.

The distribution of the Realogy and Wyndham Worldwide shares will be 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.

Adoption of Stockholder Rights Plan

The Company also announced that its Board of Directors approved the adoption of a
stockholder rights plan (the "Rights Plan"). The Rights Plan is designed to preserve the
long-term value of the Company in the event of a potential takeover that the Board of
Directors determines may be coercive or unfair or otherwise not in the best interests of
the Company and its stockholders. The Company also noted that the Board of Directors
has not adopted the new rights plan in response to any known effort to acquire control of
the Company.

To implement the Rights Plan, the Company will distribute a dividend of one Right for
each share of its common stock held by all stockholders of record at the close of business
on July 21, 2006. The Rights initially will attach to and trade with Cendant common
stock, unless and until they are separated upon the occurrence of certain future events;
no separate certificates will be issued. Rights will attach to shares of common stock
issued by the Company after that date.

Each Right will entitle holders of each share of common stock to buy one one-thousandth
of a share of the Company's Series A junior participating preferred stock at an initial
exercise price of $80.00 per share. Subject to the terms of the Rights Plan, the Rights
will become exercisable ten business days after a person or group acquires 15% or more
of the Company's outstanding common stock or announces a tender or exchange offer
that would result in that person or group owning 15% or more of the Company's common
stock. Each Right, when exercised, entitles the holder (other than the acquiring person
or group) to receive Cendant common stock with a market value of twice the exercise
price of the Rights upon payment of the exercise price of the Rights.

The Company will be entitled to redeem the Rights at $0.001 per Right until 10 business
days after a person or group achieves the 15% threshold. This Rights Plan will expire
unless stockholders approve its continuation at the Company's 2008 annual meeting of
stockholders. Additional details regarding the Rights Plan will be outlined in a Current
Report on Form 8-K to be filed by the Company.

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 spin-offs of Realogy
Corporation or Wyndham Worldwide Corporation 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, including the spin-off distributions, are subject to the
satisfaction or waiver of certain other conditions described in the information statements
included in the Form 10s.

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 spin-offs of Realogy Corporation and Wyndham Worldwide
Corporation or the contemplated separation and related transactions (including the
agreement to sell 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 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 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 Cendant's Web
site at www.cendant.com. Following the completion of the spin-offs of Realogy
Corporation and Wyndham Worldwide Corporation, Cendant will be comprised of its
Travelport and Avis Budget Group businesses. As previously stated, Cendant will use the
net proceeds from the sale of Travelport (after taxes, fees and expenses and retirement
of Travelport's borrowings) to reduce the indebtedness allocated to Realogy and
Wyndham Worldwide.

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.