PARSIPPANY, N.J., Feb. 27, 2012 /PRNewswire/ — Wyndham Worldwide Corporation (NYSE: WYN) announced today it will seek to enhance the maturity profile of its debt through the combination of tender offers for three series of outstanding notes and a concurrent public offering of senior unsecured debt securities.

The Company has commenced tender offers to purchase for cash:

• Any and all of its 9.875% Senior Notes due 2014 (the “2014 Notes”) (the “Any and All Tender Offer”); and
• First, an aggregate principal amount up to the Maximum Tender Amount (as defined below) of its outstanding 6.00% Senior Notes due 2016 (the “2016 Notes”); and second, if the Maximum Tender Amount has not been reached, an aggregate principal amount up to the Maximum Tender Amount of its 7.375% Senior Notes due 2020 (the “2020 Notes”) (the “Maximum Tender Offer” and together with the Any and All Tender Offer, the “Tender Offers”).

The Maximum Tender Amount is $500 million less the aggregate principal amount of 2014 Notes accepted for purchase pursuant to the Any and All Tender Offer.

The Tender Offers are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase for Cash dated February 27, 2012 (the “Offer to Purchase”) and the related Letter of Transmittal.

Concurrently with the Tender Offers, the Company has commenced an underwritten public offering under its effective shelf registration statement of senior unsecured debt securities. The Company intends to fund the purchase of the notes accepted in the Tender Offers with the proceeds of the issuance of the senior unsecured debt securities.

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on March 9, 2012, unless extended or earlier terminated (the “Any and All Expiration Date”). The Maximum Tender Offer will expire at midnight, New York City time, on March 23, 2012, unless extended or earlier terminated (the “Maximum Tender Offer Expiration Date”).

Holders of 2014 Notes will receive the Total Consideration (as defined in the Offer to Purchase). Holders of 2016 Notes and 2020 Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on March 9, 2012 (the “Early Tender Date”) and accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) which includes the applicable early tender premium (the “Early Tender Premium”) set forth in the table below. Holders of 2016 Notes and 2020 Notes that are validly tendered after the Early Tender Date but before the Maximum Tender Offer Expiration Date will not receive the applicable Early Tender Premium. The Total Consideration (as defined in the Offer to Purchase) will be determined at 2:00 p.m., New York City time, on March 9, 2012 (unless such time is extended by the Company).

The following table sets forth some of the terms of the Tender Offers:

The Company’s obligation to accept for payment and to pay for the 2014 Notes, the 2016 Notes and the 2020 Notes in the applicable Tender Offers is subject to the satisfaction or waiver of a number of general conditions described in the Offer to Purchase and the Financing Condition (as defined in the Offer to Purchase).

Payments for notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of notes up to, but not including, the applicable settlement date for such notes accepted for purchase. The settlement date for 2014 Notes that are validly tendered at or prior to the Any and All Expiration Date is expected to be one business day following the Any and All Expiration Date. Unless otherwise extended by the Company, the Any and All Tender Offer will expire on the Any and All Expiration Date and no 2014 Notes may be tendered thereafter. The settlement date for the 2016 Notes and 2020 Notes is expected to be one business day following the Maximum Tender Offer Expiration Date.

Tenders of 2014 Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 9, 2012, but may not be withdrawn thereafter. Tenders of 2016 Notes and 2020 Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 9, 2012, but may not be withdrawn thereafter.

J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. 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 Deutsche Bank Securities Inc., Liability Management Group, at (855) 287-1922 (toll-free) or (212) 250-7527 (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 Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The debt securities offering is being made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commission’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC collect at (212) 834-4533, Deutsche Bank Securities Inc. toll free at (800) 503-4611 or Goldman, Sachs & Co. toll free at (866) 471-2526.

About Wyndham Worldwide Corporation
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 7,205 hotels with approximately 613,100 rooms worldwide. Wyndham Exchange & Rentals offers leisure travelers, including its 3.7 million members, access to approximately 100,000 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 160 vacation ownership resorts serving over 813,000 owners throughout North America, the Caribbean and the South Pacific. Wyndham Worldwide, headquartered in Parsippany, N.J., employs approximately 27,800 employees globally.

Forward-Looking Statements
This press release includes “forward-looking” statements, as that term is defined by the Securities and Exchange Commission in its rules, regulations and releases. Forward-looking statements are any statements other than statements of historical fact, including statements regarding the Company’s expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “intends,” “projects,” “may increase,” “may fluctuate,” “expects,” “believes,” “plans,” “anticipates,” “estimates,” and similar expressions or future or conditional verbs such as “should,” “would,” “may,” and “could.” Such statements are generally forward looking in nature and not historical facts. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic conditions, the Company’s financial and business prospects, the Company’s capital requirements, the Company’s financing prospects, the Company’s relationships with associates and those disclosed as risks in the section entitled “Risk Factors” in the Company’s Report on Form 10-K for the year ended December 31, 2011. The Company cautions readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

SOURCE Wyndham Worldwide Corporation