Last Updated: 4:30 PM, New
York City time, on March 9, 2011
Average
VWAP and Purchase Price for Wyndham Worldwide Corporation’s Cash Tender Offer
for its 3.50% Convertible Notes due 2012
On February 9, 2011,
Wyndham Worldwide Corporation (the “Company”) commenced a tender offer (the
“Offer”) to purchase for cash any and all of its outstanding 3.50% Convertible
Notes due 2012 (the “Convertible Notes”), upon the terms and subject to the
conditions set forth in the Company’s Offer to Purchase, dated February 9, 2011
(the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter
of Transmittal”). The Offer will expire at 12:00 midnight, New York City time,
at the end of Wednesday, March 9, 2011, unless the Offer is extended or earlier
terminated by the Company (as may be extended by the Company, the “Expiration
Date”).
The purchase price per $1,000 principal amount
of Convertible Notes offered by the Company pursuant to the Offer will be
determined in accordance with the pricing formula described in the Offer to
Purchase, provided that in no event will the purchase price per $1,000
principal amount of Convertible Notes be less than $1,878.65.
The table below provides
the Average VWAP (as defined below) and the resulting purchase price per $1,000
principal amount of the Convertible Notes offered by the Company pursuant to
the Offer, calculated using the pricing formula described in the Offer to
Purchase.
Closing Trading Price of
Wyndham Common Stock on the New York Stock Exchange on March 9, 2011: |
$ |
31.58 |
Average VWAP:............................................................................ |
$ |
31.3131 |
Variable Component of Purchase Price:................................... |
$ |
2,491.72 |
Fixed Component of Purchase Price:........................................ |
$ |
50.00 |
Resulting Purchase Price:........................................................... |
$ |
2,541.72 |
The “Average VWAP” means
the sum of the Daily VWAPs (as defined below) for each day of the Averaging
Period (as defined below) divided by 15.
The “Averaging Period”
means the period of 15 consecutive trading days beginning on February 16, 2011
and ending on the Expiration Date.
The “Daily VWAP” for any
trading day means the per share volume-weighted average price of the Company’s
common stock on the New York Stock Exchange, as displayed under the heading
“Bloomberg VWAP” on Bloomberg page WYN.N <Equity> AQR (or its equivalent
successor if such page is not available) in respect of the period from the
scheduled open of trading until the scheduled close of trading of the primary
trading session of the New York Stock Exchange on such trading day (or if such volume-weighted
average price is unavailable, the market value of one share of the Company’s
common stock on such trading day determined, using a volume-weighted average
method, by a nationally recognized independent investment banking firm retained
for this purpose by the Company). The Daily VWAP will be determined without
regard to after hours trading or any other trading
outside of the regular trading session trading hours.
For
the purposes of determining the purchase price, in the event that on a trading
day there is a “market disruption event” which means (i)
a failure by the primary United States national or regional securities exchange
or market on which the Company’s common stock is listed or admitted to trading
to open for trading during its regular trading session or (ii) the occurrence
or existence prior to 1:00 p.m., New York City time, on any scheduled trading
day (as defined below) for the Company’s common stock for more than one
half-hour period in the aggregate during regular trading hours of any
suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the relevant stock exchange or otherwise) in the
Company’s common stock or in any options, contracts or future contracts
relating to the Company’s common stock, then the Daily VWAP for such trading
day shall be the market value of one share of the Company’s common stock on
such trading day determined, using a volume-weighted average method, to the
extent practicable by a nationally recognized independent investment banking
firm retained for this purpose by the Company.
For
the purposes of determining the purchase price, a “trading day” means any day
other than a Saturday, Sunday or United States federal holiday and consists of
the time period from 12:01 a.m. through 12:00 midnight, New York City time.
Further information regarding the exchange offer can be found
using the links below:
·
Notice of Voluntary Offering
Instructions
Deutsche Bank Securities
Inc. and Goldman, Sachs & Co. are acting as the dealer managers for the
Offer. Global Bondholder Services Corporation is acting as the depositary for
the Offer and as the information agent for the Offer. Questions regarding the
Offer may be directed to either Deutsche Bank Securities Inc. at (800) 503-4611
(US toll free) or (212) 250-5600 (collect) or Goldman, Sachs & Co. at (800)
828-3182 (US toll free) or (212) 902-5183 (collect). Requests for copies of the
Offer to Purchase and the Letter of Transmittal may be directed to Global
Bondholder Services Corporation by telephone at (866) 470-3800 (toll free) or
(212) 430-3774 (collect) or in writing at Global Bondholder Services
Corporation, Attention: Corporate Actions, 65 Broadway, Suite 404, New York, New York 10006.
None of the Company, its
management or board of directors, the dealer managers, the depositary or the
information agent makes any recommendation to any holder of Convertible Notes
as to whether to tender any Convertible Notes. None of the Company, its
management or board of directors, the dealer managers, the depositary or the
information agent has authorized any person to give any information or to make
any representation in connection with the Offer other than the information and
representations contained in the Offer to Purchase or in the Letter of
Transmittal. If anyone makes any recommendation or representation or gives any
such information, you should not rely upon that recommendation, representation
or information as having been authorized by the Company, the dealer managers,
the depositary or the information agent.
This webpage shall not
constitute an offer to purchase, a solicitation of an offer to purchase, or a
solicitation of an offer to sell securities. The Offer may be made only
pursuant to the terms and conditions of the Offer to Purchase, the Letter of
Transmittal and the other related Offer materials. The Company will provide
copies of the Offer materials upon request free of charge to holders of the
Convertible Notes.