March 1, 2013
/PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) (the "Company") announced today the expiration and final 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 was made upon and was 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.
As of 5:00 p.m., New York City time, on February 28, 2013 (the "Expiration Date"),
,000 in aggregate principal amount of 2018 Notes, representing approximately 94.4% of the aggregate principal amount outstanding of 2018 Notes and $209,933,000 in aggregate principal amount of 2020 Notes, representing approximately 84.0% of the aggregate principal amount outstanding of 2020 Notes, were validly tendered and not validly withdrawn. The Company has accepted for purchase all Notes that were validly tendered and not validly withdrawn as of the Expiration Date.
As previously announced, holders who validly tendered and did not validly withdraw their Notes at or prior to
, New York City time, on February 15, 2013 (the "Early Tender Deadline"), and whose Notes were 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 tendered and did not validly withdraw their Notes after the Early Tender Deadline but at or prior to the Expiration Date, and whose Notes were 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. Payment for Notes purchased in the Tender Offer shall be made on the settlement date applicable to the Tender Offer, which shall be promptly following the Expiration Date and is expected to be
March 4, 2013
. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the settlement date.
J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as Dealer Managers for the Tender Offers. The Tender Agent is
& 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).
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.