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:

·               Offer to Purchase

·               Letter of Transmittal

·               Notice of Voluntary Offering Instructions

·               Notice of Withdrawal

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.