Cendant Spin-off Companies Begin 'When Issued' Trading
20 July 2006 - 1:01AM
PR Newswire (US)
Four Separate Securities to Be Traded NEW YORK, July 19
/PRNewswire-FirstCall/ -- Cendant Corporation (NYSE:CD) announced
today that "when issued" trading in the common stock of the two
companies it is spinning off, Realogy Corporation (NYSE:H) and
Wyndham Worldwide Corporation (NYSE:WYN), is expected to begin on
the New York Stock Exchange today. In addition, shares of Cendant
Corporation will begin trading two ways -- either with or without
the dividend of the shares of Realogy and Wyndham Worldwide.
Because Cendant common stock will continue to trade "regular-way"
(inclusive of the Realogy and Wyndham Worldwide distributions) on
the New York Stock Exchange through the distribution date, any
holder of Cendant common stock who sells Cendant shares in the
"regular way" market 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. As previously announced,
shares of Realogy and Wyndham Worldwide will be issued at the close
of business on July 31 to shareholders of record of Cendant on July
21. "Regular way" trading in the common stock of Realogy, Wyndham
Worldwide and Cendant is expected to commence on August 1st. In
connection with the commencement of "when issued" trading, Realogy
Corporation and Wyndham Worldwide Corporation each stated that
their forecasts remain within the range of the most recently
announced 2006 full year revenue and EBITDA outlook (before
restructuring and separation-related expenses). Avis Budget Group
reiterated its previously announced expectation that, due to
replacing secured debt with newly issued non-vehicle related debt,
results subsequent to that transaction will reflect lower
vehicle-related interest expense above the EBITDA line and higher
non-vehicle related interest expense below the EBITDA line, which
will positively impact year-over-year EBITDA comparisons. However,
the benefit of reduced vehicle-related interest expense on Avis
Budget's EBITDA may be offset by anticipated fleet cost increases
and lower growth of domestic enplanements and pricing. Cendant
expects to report the financial results of its operations for the
second quarter, including the operations of Realogy and Wyndham
Worldwide, on August 9. The Company presently expects that revenue
and EBITDA from core operations (before restructuring and
separation-related expenses) for Realogy, Hospitality Services
(including Timeshare Resorts), Travel Distribution Services and
Avis Budget Group will be consistent with the forecasts previously
issued on May 30 (excluding the one-time item noted below). As a
result of the recently announced agreement to sell Travelport,
Cendant's Travel Distribution Services segment will be categorized
as a discontinued operation for the second quarter. The Company
also noted that, as a result of additional clarification related to
potential local tax liabilities for Wyndham Worldwide's European
vacation rental operations in certain foreign jurisdictions and in
consultation with its advisors, the Company expects to record an
accrual of up to approximately $30 million pre-tax for estimated
back taxes and interest in its second quarter results. The Company
believes that this accrual is the best estimate of the potential
liability and that there should be no material impact on any
periods following the second quarter. The Company has not forecast
earnings per share for the second quarter or the full year due to
the substantial transformation of the Company resulting from the
expected separation of Realogy and Wyndham from the Company as of
July 31, 2006 and the expected closing of the sale of Travelport in
late August. 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, as amended.
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 http://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. DATASOURCE: Cendant Corporation
CONTACT: Elliot Bloom, of Cendant Corporation, +1-212-413-1832, or
Mark Panus, of Realogy Corporation, +1-973-407-7215, or Investor
Contacts: 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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