This excerpt taken from the WYN 8-K filed Jul 31, 2006.
As previously disclosed in our Information Statement, the Company granted awards in respect of the 2006 Long Term Incentive Program to our employees, including the named executive officers, with a grant date of August 1, 2006. The terms of these award are subject to the terms and conditions of our
previously filed 2006 Equity and Incentive Plan and the form of the applicable award agreements, attached hereto as Exhibits 10.3 and 10.4, which are incorporated by reference into this item.
Pursuant to the Separation and Distribution Agreement, on July 27, 2006, Wyndham drew approximately $300 million under its term loan facility and approximately $260 million under its $900 million revolving credit facility pursuant to its $1,200 million credit facility entered into on July 7, 2006 (the agreement pursuant to which such facility was entered into is referred to herein as the Credit Agreement). Wyndham also drew approximately $800 million pursuant to its $800 million interim loan facility entered into on July 7, 2006 (the agreement pursuant to which such facility was entered into is referred to herein as the Interim Loan Agreement). On July 27, 2006, Wyndham used the proceeds drawn under the Credit Agreement and the Interim Loan Agreement to fund the transfer of approximately $1,360 million to Cendant solely for the purpose of repaying certain indebtedness of Cendant.
Certain important features of the Credit Agreement and the Interim Loan Agreement are described in the section entitled Description of Material Indebtedness in Wyndhams Information Statement, which is incorporated by reference into this item. In addition, the Credit Agreement and the Interim Loan Agreement were attached as Exhibits 10.38 and 10.39, respectively, to Wyndhams Registration Statement on Form 10, as amended, filed with the Securities and Exchange Commission on July 12, 2006 and are incorporated by reference into this item.
As previously announced, upon the completion of a sale of Travelport by Cendant, Cendant will be required to promptly contribute a significant amount of the proceeds (after taxes, fees and expenses and retirement of Travelports borrowings) to Wyndham and Realogy in order to reduce Wyndhams and Realogys initial indebtedness. As discussed more fully in Wyndhams Information Statement, based on the expected amount of proceeds from the Travelport sale, it is currently estimated that Wyndhams debt level will be reduced from $1,360 million at the time of its separation from Cendant to approximately $600 million after the receipt of its share of Travelport proceeds. The actual amount of cash proceeds that Wyndham receives upon the sale of Travelport may be more or less than the amount estimated to received by Wyndham in the Information Statement (and as set forth above), such that Wyndhams indebtedness after giving effect to the receipt of such proceeds may be more or less than $600 million, depending on the adjustments to the purchase price at the closing of the Travelport sale, the amount of expenses, taxes and other payments incurred in connection with such sale, and the other uses of proceeds that have priority over contributions to Wyndham, in each case as more fully described in the section entitled Certain Relationships and Related Party TransactionsSale of Travelport in the Information Statement. In addition, it is expected that Wyndham will have approximately $120 million in cash and cash equivalents at the time of its separation from Cendant. There can be no assurance that the closing of the Travelport sale will occur or that if it does occur that Wyndham will receive the full amount of the cash proceeds it currently expects to receive.
The information included in Items 1.01 and 2.03 of this Current Report on Form 8-K is incorporated by reference into this item.
The following exhibits are filed as part of this report: