Cendant Spin-off Companies Begin 'When Issued' Trading
Four Separate Securities to Be Traded - Companies Update Forecasts
NEW YORK, NY, July 19, 2006. 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.