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Wyndham Worldwide Announces Early Tender Results Of Its Debt Tender Offer And Mandatory Redemption Of Its 9.875% Notes Due 2014





PARSIPPANY, N.J., Feb. 19, 2013 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) (the "Company") announced today the early tender results of its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its 5.75% Notes due 2018 (the "2018 Notes") and any and all of its 7.375% Notes due 2020 (the "2020 Notes" and, together with the 2018 Notes, the "Notes").

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated February 6, 2013 (the "Offer to Purchase") and the related Letter of Transmittal.

The Company's obligation to accept for payment and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase) and a number of other general conditions described in the Offer to Purchase.

As of 5:00 p.m., New York City time, on February 15, 2013 (the "Early Tender Deadline"), $235,910,000 in aggregate principal amount of 2018 Notes, representing approximately 94.36% of the aggregate principal amount outstanding of 2018 Notes and $209,784,000 in aggregate principal amount of 2020 Notes, representing approximately 83.91% of the aggregate principal amount outstanding of 2020 Notes, were validly tendered and not validly withdrawn.  Acceptance by the Company of any Notes tendered will be subject to the terms and the conditions set forth in the Offer to Purchase.

The Tender Offer will expire at 5:00 p.m., New York City time, on February 28, 2013, unless extended or earlier terminated (the "Expiration Date").

As previously announced, holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline, and whose Notes are accepted for purchase and payment pursuant to the Tender Offer, will receive the applicable Total Consideration (as defined in the Offer to Purchase) which includes the applicable Early Tender Premium (as defined in the Offer to Purchase).  Holders who validly tender and do not validly withdraw their Notes after the Early Tender Deadline but at or prior to the Expiration Date, and whose Notes are accepted for purchase and payment pursuant to the Tender Offer, will not be entitled to receive the applicable Total Consideration and instead will be entitled to receive only the applicable "Offer Consideration" which is equal to the applicable Total Consideration minus the applicable Early Tender Premium. The deadline to validly withdraw tenders of Notes was on February 15, 2013, therefore Notes that have been tendered and not validly withdrawn, and Notes tendered after that date, may not be withdrawn unless otherwise required by applicable law.

J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as Dealer Managers for the Tender Offers. The Tender Agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 967-4617. Questions regarding the Tender Offers should be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4811 (collect); or Goldman, Sachs & Co., Liability Management Group, at (800) 828-3182 (toll-free) or (212) 902-5183 (collect).

In addition, the Company announced today that it has issued a notice of mandatory redemption (the "Mandatory Redemption") of all of its 9.875% Notes due 2014 (the "2014 Notes"). The 2014 Notes will be redeemed on March 21, 2013  (the "Redemption Date") and the redemption price will be calculated pursuant to the indenture governing the 2014 Notes on the third business day preceding the Redemption Date.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The Mandatory Redemption is being made only pursuant to the related notice.

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