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This excerpt taken from the WYN 10-K filed Feb 27, 2009. Separation
from Cendant
On July 31, 2006, Cendant Corporation (or “former
Parent”) distributed all of the shares of Wyndham common
stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the Separation and Distribution
Agreement, we assumed 37.5% of certain contingent and other
corporate liabilities of Cendant or its subsidiaries which were
not primarily related to our business or the businesses of
Realogy, Travelport or Avis Budget, and Realogy assumed 62.5% of
these contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the Travelport sale on August 22, 2006, taxes
of Travelport for taxable periods through the date of the
Travelport sale, certain litigation matters, generally any
actions relating to the separation plan and payments under
certain contracts that were not allocated to any specific party
in connection with the separation.
On December 15, 2006, Realogy entered into an agreement and
plan of merger with an affiliate of Apollo Management VI, L.P.
(“Apollo”) and, on April 10, 2007, Realogy
announced that affiliates of Apollo had completed the merger.
Although Realogy no longer trades as a public company, the
merger does not negate Realogy’s obligation to satisfy
62.5% of certain contingent and other corporate liabilities of
Cendant or its subsidiaries pursuant to the terms of the
separation agreement. As a result of the sale, Realogy’s
senior debt credit rating was downgraded to below investment
grade. Under the Separation Agreement, if Realogy experienced
such a change of
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control and suffered such a ratings downgrade, it was required
to post a letter of credit in an amount acceptable to us and
Avis Budget Group to satisfy the fair value of Realogy’s
indemnification obligations for the Cendant legacy contingent
liabilities in the event Realogy does not otherwise satisfy such
obligations to the extent they become due. On April 26,
2007, Realogy posted a $500 million irrevocable standby
letter of credit from a major commercial bank in favor of Avis
Budget Group and upon which demand may be made if Realogy does
not otherwise satisfy its obligations for its share of the
Cendant legacy contingent liabilities. The letter of credit can
be adjusted from time to time based upon the outstanding
contingent liabilities and has an expiration of September 2013,
subject to renewal and certain provisions. The issuance of this
letter of credit does not relieve or limit Realogy’s
obligations for these liabilities.
Because we now conduct our business as a separate stand-alone
public company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been a separate stand-alone
public company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
This excerpt taken from the WYN 10-K filed Feb 29, 2008. Separation
from Cendant
On July 31, 2006, Cendant Corporation (or “former
Parent”) distributed all of the shares of Wyndham common
stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the Separation and Distribution
Agreement, we assumed 37.5% of certain contingent and other
corporate liabilities of Cendant or its subsidiaries which were
not primarily related to our business or the businesses of
Realogy, Travelport or Avis Budget, and Realogy assumed 62.5% of
these contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the Travelport sale on August 22, 2006, taxes
of Travelport for taxable periods through the date of the
Travelport sale, certain litigation matters, generally any
actions relating to the separation plan and payments under
certain contracts that were not allocated to any specific party
in connection with the separation.
On December 15, 2006, Realogy entered into an agreement and
plan of merger with an affiliate of Apollo Management VI, L.P.
(“Apollo”) and, on April 10, 2007, Realogy
announced that affiliates of Apollo had completed the merger.
Although Realogy no longer trades its common stock as an
independent public company, the merger does not negate
Realogy’s obligation to satisfy 62.5% of certain contingent
and other corporate liabilities of Cendant or its subsidiaries
pursuant to the terms of the separation agreement. As a result
of the sale, Realogy’s senior debt credit rating was
downgraded to below investment grade. Under the Separation
Agreement, if Realogy experienced such a change of control and
suffered such a ratings downgrade, it was required to post a
letter of credit in an amount acceptable to us and Avis Budget
Group to satisfy the fair value of Realogy’s
indemnification obligations for
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the Cendant legacy contingent liabilities in the event Realogy
does not otherwise satisfy such obligations to the extent they
become due. On April 26, 2007, Realogy posted a
$500 million irrevocable standby letter of credit from a
major commercial bank in favor of Avis Budget Group and upon
which demand may be made if Realogy does not otherwise satisfy
its obligations for its share of the Cendant legacy contingent
liabilities. The letter of credit can be adjusted from time to
time based upon the outstanding contingent liabilities. The
issuance of this letter of credit does not relieve or limit
Realogy’s obligations for these liabilities.
Because we now conduct our business as a separate stand-alone
public company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been a separate stand-alone
public company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
This excerpt taken from the WYN 10-Q filed Nov 8, 2007. Separation
from Cendant
On July 31, 2006, Cendant Corporation (or “former
Parent”) distributed all of the shares of Wyndham common
stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the separation agreement, we
assumed 37.5% of certain contingent and other corporate
liabilities of Cendant or its subsidiaries which were not
primarily related to our business or the businesses of Realogy,
Travelport or Avis Budget, and Realogy assumed 62.5% of these
contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the sale of Travelport on August 22, 2006,
taxes of Travelport for taxable periods through the date of the
Travelport sale, certain litigation matters, generally any
actions relating to the separation plan and payments under
certain contracts that were not allocated to any specific party
in connection with the separation.
Prior to the separation and in the ordinary course of business,
we were allocated certain expenses from Cendant for corporate
functions including executive management, finance, human
resources, information technology, legal and facility related
expenses. Cendant allocated corporate expenses to subsidiaries
based on a percentage of the subsidiaries’ forecasted
revenues. Such expenses amounted to $3 million and
$20 million during the three and nine months ended
September 30, 2006, respectively.
Because we now conduct our business as an independent, publicly
traded company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been an independent, publicly
traded company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
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This excerpt taken from the WYN 10-Q filed Aug 9, 2007. Separation
from Cendant
On July 31, 2006, Cendant Corporation (or “former
Parent”) distributed all of the shares of Wyndham common
stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the separation agreement, we
assumed 37.5% of certain contingent and other corporate
liabilities of Cendant or its subsidiaries which were not
primarily related to our business or the businesses of Realogy,
Travelport or Avis Budget, and Realogy assumed 62.5% of these
contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the sale of Travelport on August 22, 2006,
taxes of Travelport for taxable periods through the date of the
Travelport sale, certain litigation matters, generally any
actions relating to the separation plan and payments under
certain contracts that were not allocated to any specific party
in connection with the separation.
Prior to the separation and in the ordinary course of business,
we were allocated certain expenses from Cendant for corporate
functions including executive management, finance, human
resources, information technology, legal and facility related
expenses. Cendant allocated corporate expenses to subsidiaries
based on a percentage of the subsidiaries’ forecasted
revenues. Such expenses amounted to $9 million and
$17 million during the three and six months ended
June 30, 2006, respectively.
Because we now conduct our business as an independent, publicly
traded company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been an independent, publicly
traded company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
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This excerpt taken from the WYN 10-Q filed May 10, 2007. Separation
from Cendant
On July 31, 2006, Cendant Corporation (or “former
Parent”) distributed all of the shares of Wyndham common
stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the separation agreement, we
assumed 37.5% of certain contingent and other corporate
liabilities of Cendant or its subsidiaries which were not
primarily related to our business or the businesses of Realogy,
Travelport or Avis Budget, and Realogy assumed 62.5% of these
contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the sale of Travelport on August 22, 2006,
taxes of Travelport for taxable periods through the date of the
Travelport sale, certain litigation matters, generally any
actions relating to the separation plan and payments under
certain contracts that were not allocated to any specific party
in connection with the separation.
Prior to the separation and in the ordinary course of business,
we were allocated certain expenses from Cendant for corporate
functions including executive management, finance, human
resources, information technology, legal and facility related
expenses. Cendant allocated corporate expenses to subsidiaries
based on a percentage of the subsidiaries’ forecasted
revenues. Such expenses amounted to $9 million in the three
months ended March 31, 2006.
Because we now conduct our business as an independent, publicly
traded company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been an independent, publicly
traded company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
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This excerpt taken from the WYN 10-K filed Mar 7, 2007. Separation
from Cendant
On October 23, 2005, the Board of Directors of Cendant
Corporation (or “former Parent”) preliminarily
approved a plan to separate Cendant into four independent,
publicly traded companies—one for each of Cendant’s
hospitality services (including timeshare resorts) (now known as
Wyndham Worldwide), real estate services (now known as Realogy),
travel distribution services (now known as Travelport) and
vehicle rental businesses (now known as Avis Budget). On
April 24, 2006, Cendant announced that as an alternative to
distributing shares of Travelport to Cendant stockholders,
Cendant was exploring the sale of Travelport. On June 30,
2006, Cendant entered into a definitive agreement to sell
Travelport to an affiliate of the Blackstone Group for
$4,300 million in cash and on August 22, 2006, the
sale of Travelport closed. On July 13, 2006, the Board of
Directors of Cendant approved the distributions of all of the
shares of common stock of Wyndham and Realogy. In connection
with the distribution, we filed with the SEC an Information
Statement, dated July 13, 2006 (the “Information
Statement”), which describes for stockholders the details
of the distribution and provides information on the business and
management of Wyndham. We mailed the Information Statement to
Cendant stockholders shortly after the July 21, 2006 record
date for the distribution. On July 31, 2006, Cendant
distributed all of the shares of our common stock to the holders
of Cendant common stock issued and outstanding on July 21,
2006, the record date for the distribution. On August 1,
2006, we commenced “regular way” trading on the New
York Stock Exchange under the symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the Separation and Distribution
Agreement, we assumed 37.5% of certain contingent and other
corporate liabilities of Cendant or its subsidiaries which were
not primarily related to our business or the businesses of
Realogy, Travelport or Avis Budget, and Realogy assumed 62.5% of
these contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the Travelport sale, taxes of Travelport for taxable
periods through the date of the Travelport sale, certain
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litigation matters, generally any actions relating to the
separation plan and payments under certain contracts that were
not allocated to any specific party in connection with the
separation.
On December 15, 2006, Realogy entered into an agreement and
plan of merger with an affiliate of Apollo Management VI, L.P.
pursuant to which Realogy will be acquired by Apollo and no
longer trade as an independent public company. The proposed
merger does not negate Realogy’s obligation to satisfy
62.5% of certain contingent and other corporate liabilities of
Cendant or its subsidiaries pursuant to the terms of the
separation agreement..
Because we now conduct our business as a separate, stand-alone
public company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been a separate, stand-alone
public company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
This excerpt taken from the WYN 10-Q filed Nov 14, 2006. Separation
from Cendant
On October 23, 2005, the Board of Directors of Cendant
Corporation (or “former Parent”) preliminarily
approved a plan to separate Cendant into four independent,
publicly traded companies—one for each of Cendant’s
Hospitality Services (including Timeshare Resorts) (now known as
Wyndham Worldwide), Real Estate Services (now known as Realogy),
Travel Distribution Services (now known as Travelport) and
Vehicle Rental businesses (now known as Avis Budget). On
April 24, 2006, Cendant announced that as an alternative to
distributing shares of Travelport to Cendant stockholders,
Cendant was exploring the sale of Travelport. On June 30,
2006, Cendant entered into an agreement to sell Travelport to an
affiliate of the Blackstone Group for $4,300 million in
cash. The sale of Travelport closed on August 22, 2006. On
July 13, 2006, the Board of Directors of Cendant approved
the distributions of all of the shares of common stock of
Wyndham and Realogy. In connection with the distribution, we
filed with the SEC an Information Statement, dated July 13,
2006 (the “Information Statement”), which describes
for stockholders the details of the distribution and provides
information on the business and management of Wyndham. We mailed
the Information Statement to Cendant stockholders shortly after
the July 21, 2006 record date for the distribution. On
July 31, 2006, Cendant distributed all of the shares of our
common stock to the holders of Cendant common stock issued and
outstanding on July 21, 2006, the record date for the
distribution. On August 1, 2006, we commenced “regular
way” trading on the New York Stock Exchange under the
symbol “WYN.”
Before our separation from Cendant, we entered into separation,
transition services and several other agreements with Cendant,
Realogy and Travelport to effect the separation and
distribution, govern the relationships among the parties after
the separation and allocate among the parties Cendant’s
assets, liabilities and obligations attributable to periods
prior to the separation. Under the separation agreement, we
assumed 37.5% of certain contingent and other corporate
liabilities of Cendant or its subsidiaries which were not
primarily related to our business or the businesses of Realogy,
Travelport or Avis Budget, and Realogy assumed 62.5% of these
contingent and other corporate liabilities. These include
liabilities relating to Cendant’s terminated or divested
businesses, the Travelport sale, taxes of Travelport for taxable
periods through the date of the Travelport sale, certain
litigation matters, generally any actions relating to the
separation plan and payments under certain contracts that were
not allocated to any specific party in connection with the
separation.
In connection with our separation, we entered into borrowing
arrangements for a total of $2,000 million, comprised of a
$300 million term loan facility, an $800 million
interim loan facility and a $900 million revolving credit
facility. On July 27, 2006, we drew $1,360 million
against those facilities and issued approximately
$50 million in letters of credit, leaving
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approximately $590 million available to provide liquidity
for additional letters of credit and for working capital and
ongoing corporate purposes. We transferred to Cendant
approximately $600 million of the proceeds received in
connection with these borrowings in order to enable Cendant to
repay the approximately $600 million of borrowings
outstanding under Cendant’s asset-linked facility relating
to certain of our assets. We transferred to Cendant the
remaining proceeds of approximately $760 million to permit
Cendant to repay other of its corporate indebtedness.
Following the completion of the sale of Travelport, and as
provided in the separation agreement, on August 22, 2006
and August 23, 2006, Cendant contributed to us
approximately $684 million and $76 million
($760 million in total), respectively, of the proceeds from
the sale of Travelport. We used these proceeds to pay down
$450 million under the interim loan facility and to repay
the $310 million balance then outstanding under our
revolving credit facility.
Prior to the separation and in the ordinary course of business,
we were allocated certain expenses from Cendant for corporate
functions including executive management, finance, human
resources, information technology, legal and facility related
expenses. Cendant allocated corporate expenses to subsidiaries
based on a percentage of the subsidiaries’ forecasted
revenues. Such expenses amounted to $3 million and
$9 million in the three months ended September 30,
2006 and 2005, respectively, and $20 million and
$27 million during the nine months ended September 30,
2006 and 2005, respectively.
Because we now conduct our business as an independent, publicly
traded company, our historical financial information does not
reflect what our results of operations, financial position or
cash flows would have been had we been an independent, publicly
traded company during the periods presented. Therefore, the
historical financial information for such periods may not
necessarily be indicative of what our results of operations,
financial position or cash flows will be in the future and may
not be comparable to periods ending after July 31, 2006.
This excerpt taken from the WYN 8-K filed Jul 19, 2006. Separation from Cendant On October 23, 2005, Cendant’s Board of Directors preliminarily approved a plan to separate Cendant into four independent, publicly traded companies—one for each of Cendant’s Hospitality Services (including Timeshare Resorts), Real Estate Services, Travel Distribution Services and Vehicle Rental businesses. In connection with the Company’s separation, the Company expects to borrow approximately $1,360 million of debt, which is not reflected within the Combined Financial Statements. The amount of debt to be issued was based on future estimates of the Company’s ability to service such debt relative to Realogy and Travelport. Cendant’s corporate debt does not specifically relate to the Company’s operations or prior acquisitions. All of the proceeds received in connection with the Company’s planned borrowings (approximately $1,360 million) will be transferred to Cendant solely to repay a portion of Cendant’s corporate debt (including its asset-linked facility relating to certain of the assets of Cendant’s Hospitality Services (including Timeshare Resorts) businesses). Additionally, pursuant to the Separation and Distribution Agreement, subject to certain exceptions contained in the Tax Sharing Agreement, upon distribution of the Company’s common stock to Cendant stockholders, the Company is expected to be allocated 30% of certain Cendant corporate assets and assume and be responsible for 30% of certain Cendant contingent and other corporate liabilities, including those relating to unresolved tax and legal matters (none of which are reflected within the Combined Financial Statements). Realogy Corporation and Travelport Inc., both of which also are expected to be distributed to Cendant’s stockholders as part of the separation plan, are expected to assume and be responsible for 50% and 20%, respectively, of these assets and liabilities. Similar to the determination of debt to be issued, the amount of liabilities to be assumed was determined based on the Company’s ability to satisfy those liabilities which was generally based on certain earnings contributions of the Company and Real Estate Services and Travel Distribution Services businesses in
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Table of Contents2005. The actual amount that the Company may be required to pay under these arrangements could vary depending upon the outcome of any unresolved matters, which may not be resolved for several years, and if any of the other parties responsible for such liabilities were to default in its payment of costs or expenses related to any such liability. Certain lawsuits are currently outstanding against Cendant, some of which relate to accounting irregularities arising from some of the CUC International, Inc. (“CUC”) business units acquired when HFS Incorporated merged with CUC to form Cendant. While Cendant has settled many of the principal lawsuits relating to the accounting irregularities, these settlements do not encompass all litigation associated with it. Cendant and the Company do not believe that it is feasible to predict or determine the final outcome or resolution of these unresolved proceedings. An adverse outcome from such unresolved proceedings or other proceedings for which the Company has assumed liability under the separation agreements could be material to the Company’s earnings or cash flows in any given reporting period. | EXCERPTS ON THIS PAGE:
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