Wyndham Worldwide Prices $250 Million of Senior Unsecured Notes and $200
Million of Convertible Notes
PARSIPPANY, N.J., May 13 /PRNewswire-FirstCall/ -- 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.
SOURCE Wyndham Worldwide Corporation
Investor: Margo C. Happer, Senior Vice President, Investor Relations,
+1-973-753-6472, Margo.Happer@wyndhamworldwide.com, or Press: Sandra Kelder,
Senior Vice President, Corporate Communications, +1-973-753-8142,
Sandra.Kelder@wyndhamworldwide.com, both of Wyndham Worldwide Corporation
