UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
____________
Date
of
report (Date of earliest event reported) March
31, 2006
Cendant
Corporation
(Exact
name of Registrant as specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office)
|
1-10308
(Commission
File No.)
|
06-0918165
(I.R.S.
Employer
Identification
Number)
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212) 413-1800
None
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
□
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
□
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item 1.01
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Entry
into a Material Definitive
Agreement
|
In
connection with the previously disclosed financings by Cendant's vehicle rental
business and the proposed separation of Cendant, we entered into the First
Amendment, dated as of March 8, 2006, to the Three Year Senior Asset-Linked
Revolving Credit Agreement dated as of June 17, 2004, among Cendant Corporation,
as Borrower, the lenders referred to therein, Citicorp USA, Inc., as syndication
agent, and Bank of America, N.A., as administrative agent. Such amendment became
effective on March 31, 2006. A copy of this amendment is attached hereto as
Exhibit 10.1 and is incorporated by reference herein.
Certain
of the lenders party to the credit agreement, and their respective affiliates,
have performed, and may in the future perform, various commercial banking,
investment banking and other financial advisory services for us and our
subsidiaries for which they have received, and will receive, customary fees
and
expenses.
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Item 7.01
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Regulation
FD
Disclosure.
|
On
March
31, 2006, Cendant Corporation announced that the parent of its vehicle rental
business, Cendant Car Rental Group, LLC, which is expected to change its name
to
Avis Budget Car Rental, LLC, is planning to offer $1 billion aggregate principal
amount of eight-and ten-year Senior Notes.
A
copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
|
Item 9.01
|
Financial
Statements and
Exhibits.
|
(d)
Exhibits.
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10.1
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First
Amendment, dated as of March 8, 2006, to the Three Year
Senior Asset-Linked Revolving Credit Agreement dated as of June 17,
2004,
among Cendant Corporation, as Borrower, the lenders referred to therein,
Citicorp USA, Inc., as syndication agent, and Bank of America, N.A.,
as
administrative agent.
|
|
|
99.1
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Press
Release dated March 31,
2006.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CENDANT
CORPORATION
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|||
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By:
|
/s/
Eric J. Bock
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||
|
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary
|
Date:
March 31, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated March 31, 2006
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
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|
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10.1
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First
Amendment, dated as of March 8, 2006, to the Three Year Senior
Asset-Linked Revolving Credit Agreement dated as of June 17, 2004,
among
Cendant Corporation, as Borrower, the lenders referred to therein,
Citicorp USA, Inc., as syndication agent, and Bank of America, N.A.,
as
administrative agent.
|
|
|
99.1
|
Press
Release dated March 31, 2006.
|
EXHIBIT
10.1
FIRST
AMENDMENT
FIRST
AMENDMENT (this “Amendment”),
dated
as of March 8, 2006, to the Three Year Senior Asset-Linked Revolving Credit
Agreement (the “Credit
Agreement”)
dated
as of June 17, 2004, among CENDANT CORPORATION (the “Borrower”),
the
lenders referred to therein (the “Lenders”),
CITICORP USA, INC., as syndication agent (the "Syndication
Agent"),
and
BANK OF AMERICA, N.A., as administrative agent (the “Administrative
Agent”)
for
the Lenders.
INTRODUCTORY
STATEMENT
The
Borrower has requested that the Required Lenders amend certain provisions of
the
Credit Agreement as set forth herein.
Subject
to the terms and conditions set forth herein, the Required Lenders and the
Administrative Agent consent to the proposed amendments to the Credit
Agreement.
Accordingly,
the parties hereto hereby agree as follows:
1. DEFINED
TERMS.
Unless
otherwise defined herein, capitalized terms have the meanings given to them
in
the Credit Agreement.
2. CONSENT.
Notwithstanding
any provision of the Fundamental Documents to the contrary, the Required Lenders
hereby consent to the Real Estate Services Spin-Off.
3. AMENDMENTS
TO THE CREDIT AGREEMENT.
(a) Amendments
to Article 1 (Definitions).
Section
1
of the Credit Agreement is hereby amended as follows:
(i) by
deleting the definition of “Maturity Date” and inserting in lieu thereof the
following new definition:
“Maturity
Date”
shall
mean the earlier to occur of (i) the date on which the tax-free distribution
for
the Hospitality Services Spin-Off is consummated and (ii) June 17, 2007, or
the
immediately preceding Business Day.; and
(ii) by
adding
thereto the following definitions in their appropriate alphabetical
order:
“Avis
Budget”
shall
mean Avis Budget Car Rental, LLC (formerly known as Cendant Car Rental Group,
Inc.).
“Avis
Budget Credit Agreement”
shall
mean the Credit Agreement, dated as of April [__], 2006, among Avis Budget,
the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative
agent.
“Avis
Budget Finance”
shall
mean Avis Budget Finance, Inc.
“Avis
Budget Holdings”
shall
mean Avis Budget Holdings, LLC.
“First
Amendment Effective Date”
shall
mean the date on which the First Amendment to this Agreement becomes effective
according to its terms.
“Hospitality
Services Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Hospitality Services and Timeshare Resorts segments as of the
First
Amendment Effective Date.
“Real
Estate Services Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Real Estate Services segment as of the First Amendment Effective
Date.
“Spin-Offs”
shall
mean the collective reference to the Hospitality Services Spin-Off, the Real
Estate Services Spin-Off and the Travel Distribution Group Spin-Off, each a
“Spin-Off”.
“Travel
Distribution Spin-Off”
shall
mean the tax-free share distribution (and the actions taken in connection
therewith) by Cendant to its shareholders of the businesses of Cendant that
comprise its Travel Distribution segment as of the First Amendment Effective
Date.
(b) Amendment
to Section 6.1 (Limitation on Indebtedness).
Section
6.1 of the Credit Agreement is hereby amended as follows:
(i) by
deleting “and” at the end of paragraph (l) thereof;
(ii) by
deleting paragraph (m) thereof in its entirety and inserting in lieu thereof
the
following new paragraph (m):
“(m) Indebtedness
of Avis Budget and its Subsidiaries under the Avis Budget Credit Agreement;
and”; and
(iii) by
inserting the following new paragraph (n):
“(n) Indebtedness
of Avis Budget and Avis Budget Finance under senior unsecured notes in an
aggregate principal amount not to exceed $1,000,000,000;”
(c) Amendment
to Section 6.2 (Consolidation, Merger, Sale of Assets).
Section
6.2 of the Credit Agreement is hereby amended by inserting the following new
paragraph (c):
2
“(c) Notwithstanding
anything to the contrary contained herein, nothing in this Section 6.2 shall
be
deemed to prohibit the Real Estate Services Spin-Off.”
(d) Amendment
to Section 6.3 (Limitation on Liens).
Section
6.3 of the Credit Agreement is hereby amended as follows:
(i)
by
deleting “and” at the end of paragraph (k);
(ii)
by
replacing “.” with “;” at the end of paragraph (l);
(iii)
by
inserting the following new paragraph (m):
“(m) any
Liens
securing Indebtedness and related obligations of the Borrower or any of its
Material Subsidiaries to the extent such Indebtedness and related obligations
are permitted under Section 6.1(l) hereof.”; and
(iii)
by
inserting the following new paragraph (n):
“(n) any
Liens
securing Indebtedness and related obligations of the Borrower or any of its
Material Subsidiaries to the extent such Indebtedness and related obligations
are permitted under Section 6.1(m) hereof.”
4. WAIVER
OF
SECTION 6.1 (LIMITATION ON INDEBTEDNESS).
Compliance
with Section 6.1 of the Credit Agreement is hereby waived, solely for the
purpose of permitting certain Subsidiaries of the Borrower to incur and have
outstanding Indebtedness under senior unsecured credit facilities for the
purpose of making dividends to the Borrower to finance, in part, the repayment,
redemption, pre-funding or repurchase of existing Indebtedness of the Borrower
and to pay fees and expenses related to the foregoing and to the
Spin-Offs.
5. CONDITIONS
PRECEDENT.
This
Amendment shall become effective on the date on which the following conditions
are satisfied (the “Effective
Date”):
(a)
Amendment.
The
Administrative Agent shall have received a duly executed counterpart to this
Amendment from the Borrower, the Administrative Agent and the Required
Lenders.
(b)
Fees.
The
Administrative Agent shall have received all fees required to be paid on or
before the Effective Date, and all expenses required to be paid on or before
the
Effective Date for which invoices have been presented.
6. REPRESENTATIONS
AND WARRANTIES.
The
Borrower hereby represents and warrants that each of the representations and
warranties in Section 3 of the Credit Agreement (other than those contained
in
Sections 3.5 and 3.8) shall be, after giving effect to this Amendment, true
and
correct in all material respects as if made on and as of the Closing Date
(unless such representations and warranties are stated to relate to a specific
earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date).
3
7. AMENDMENTS
TO FUNDAMENTAL DOCUMENTS.
The
Borrower and the Required Lenders hereby agree that all references in the
Fundamental Documents to the Credit Agreement shall mean the Credit Agreement
as
amended hereby.
8. SOLVENCY
CERTIFICATE.
Concurrently
with the effectiveness of the Real Estate Services Spin-Off, the Borrower hereby
agrees to deliver to the Administrative Agent a solvency certificate from its
chief financial officer substantially in the form of Exhibit A
hereto.
9. NO
OTHER
AMENDMENTS; CONFIRMATION.
Except
as
expressly amended hereby, the provisions of the Credit Agreement and each of
the
Fundamental Documents are and shall remain in full force and
effect.
10. PAYMENT
OF EXPENSES.
The
Borrower agrees to pay or reimburse the Administrative Agent for all of its
reasonable and documented out-of-pocket costs and expenses incurred in
connection with this Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of one counsel to the
Administrative Agent.
11. GOVERNING
LAW.
THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF
NEW YORK.
12. COUNTERPARTS.
This
Amendment may be executed by one or more of the parties hereto on any number
of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be
delivered by facsimile or electronic transmission of the relevant signature
pages hereof.
[remainder
of page intentionally left blank]
4
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and the year first above written.
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CENDANT
CORPORATION,
as
Borrower
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By:
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/David
B. Wyshner/
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Name:
David B. Wyshner
Title:
Executive Vice President and
Treasurer
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CITICORP
USA, INC.,
as
Syndication Agent
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By:
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/Hugo
Arias/
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Name:
Hugo Arias
Title:
Director
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BANK
OF AMERICA, N.A.,
as
Administrative Agent and as a Lender
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By:
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/John
Pocalyko/
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Name:
John Pocalyko
Title:
Senior Vice President
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Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
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THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (formerly known
as The
Bank of Tokyo-Mitsubishi, Ltd., New York Branch), as a
Lender
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By:
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/Linda
Tam/
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Name:
Linda Tam
Title:
Authorized Signatory
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Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
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THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (successor by
merger
to UFJ Bank Limited), as a Lender
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By:
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/Linda
Tam/
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||
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Name:
Linda Tam
Title:
Authorized Signatory
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Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
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Calyon
New York Branch, as a Lender
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By:
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/Rod
Hurst/
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||
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Name:
Rod Hurst
Title:
Director
|
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By:
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/Yufi
Muzichenko/
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||
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Name:
Yufi Muzichenko
Title:
Vice President
|
Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
|
CREDIT
SUISSE, Cayman Islands Branch (formerly known as CREDIT SUISSE FIRST
BOSTON, acting through its Cayman Islands Branch), as a
Lender
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By:
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/Bill
O'Daly/
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||
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Name:
Bill
O'Daly
Title:
Director
|
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By:
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/Cassandra
Droogan/
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||
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Name:
Cassandra
Droogan
Title:
Vice President
|
Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
|
MERRILL
LYNCH BANK USA, as a Lender
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By:
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/David
Millett/
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||
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Name:
David
Millett
Title:
Vice President
|
Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
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Mizuho
Corporate Bank, Ltd, as a Lender
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By:
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/Robert
Gallagher/
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||
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Name:
Robert
Gallagher
Title:
Senior Vice President & Group
Head
|
Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
|
The
Royal Bank of Scotland, plc, as a Lender
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By:
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/Bruce
G. Ferguson/
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||
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Name:
Bruce
G. Ferguson
Title:
Managing Director
|
Signature
Page to Amendment of
Cendant
Corporation Credit Agreement
|
SUMITOMO
MITSUI BANKING CORPORATION, as a Lender
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|||
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By:
|
/David
A. Buck/
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||
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Name:
David
A. Buck
Title:
Senior Vice President
|
EXHIBIT
A
FORM
OF
SOLVENCY CERTIFICATE
This
Solvency Certificate (this “Certificate”)
is
delivered in connection with the Credit Agreement, dated as of June 17, 2004
(as
amended by the First Amendment, dated as of April [__], 2006, the “Credit
Agreement”)
among
Cendant Corporation, (the “Borrower”),
the
lenders party thereto (the “Lenders”),
Citicorp USA, Inc., as syndication agent (the "Syndication
Agent")
and
Bank of America, N.A., as administrative agent (the “Administrative
Agent”)
for
the Lenders. Capitalized terms used herein without definition have the same
meanings as in the Credit Agreement.
I
am the
duly qualified and acting Chief Financial Officer of the Borrower and am
executing this document solely in that capacity. In such capacity, I have
participated actively in the management of its financial affairs and am familiar
with its consolidated financial statements. I have, together with other officers
of the Borrower, acted on behalf of the Borrower in connection with the
negotiation of the Credit Agreement and I am familiar with the terms and
conditions thereof.
In
my
capacity as an officer of the Borrower, I hereby certify that to my
knowledge:
As
of the
Date hereof, after giving effect to the Real Estate Services Spin-Off, the
Borrower and its Consolidated Subsidiaries
are
Solvent. For purposes of this paragraph (i) “the
Borrower and its Consolidated Subsidiaries” means the Borrower and its
Consolidated Subsidiaries, taken as a whole
and (ii)
“Solvent” means that (a) the
amount of the “present fair saleable value” of the assets determined on an
ongoing concern basis of the Borrower and its Consolidated Subsidiaries will,
as
of such date, exceed the amount of all “liabilities of the Borrower and its
Consolidated Subsidiaries, contingent or otherwise” determined on an ongoing
concern basis, as of such date, as such quoted terms are determined in
accordance with applicable federal and state laws governing determinations
of
the insolvency of debtors, (b) the present fair saleable value of the assets
determined on an ongoing concern basis of the Borrower and its Consolidated
Subsidiaries will, as of such date, be greater than the amount that will be
required to pay the liability determined on an ongoing concern basis of the
Borrower and its Consolidated Subsidiaries on their debts as such debts become
absolute and matured, (c) the Borrower and its Consolidated Subsidiaries will
not have, as of such date, an unreasonably small amount of capital with which
to
conduct the businesses in which they are engaged, and (d) the Borrower and
its
Consolidated Subsidiaries will be able to pay their debts as they mature. For
purposes of this definition, (i) “debt” means liability on a “claim”, and (ii)
“claim” means any (x) right to payment, whether or not such a right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right to
an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured
or unsecured.
I
represent the foregoing information is provided to the best of my knowledge
and
believe and execute this Certificate this ___ day of _________
2006.
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CENDANT
CORPORATION
|
|||
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By:
|
|||
|
Name:
Title:
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EXHIBIT
99.1
For
Immediate Release
Cendant
Corporation
CENDANT’S
VEHICLE RENTAL BUSINESS
TO
OFFER SENIOR NOTES
NEW
YORK,
March
31, 2006 - Cendant Corporation (NYSE:CD)
today
announced that the parent of its vehicle rental business, Cendant Car Rental
Group, LLC, which is expected to change its name to Avis Budget Car Rental,
LLC,
is planning to offer $1 billion aggregate principal amount of eight- and
ten-year Senior Notes. Cendant’s vehicle rental business intends to use the net
proceeds from this offering, together with term borrowings under a new senior
secured credit facility, principally to repay asset-backed vehicle indebtedness.
The notes will be unsecured and are not guaranteed by Cendant
Corporation.
The
offering of the notes is subject to market and other customary conditions.
Therefore, no assurance can be given that the sale of the notes will be
ultimately consummated as described or at all. The closing of the sale of the
notes is not contingent upon the consummation of Cendant’s planned separation
transactions.
The
notes
will be offered in the United States to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended, and outside the
United States pursuant to Regulation S under the Securities Act. The notes
have
not been registered under the Securities Act and may not be offered or sold
in
the United States absent registration or an applicable exemption from the
registration requirements.
This
press release is neither an offer to sell nor the solicitation of an offer
to
buy the notes or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person to whom,
such an offer, solicitation or sale is unlawful. Any offers of the notes will
be
made only by means of a private offering memorandum.
About
Cendant Corporation
Cendant
is primarily a provider of travel and residential real estate services. With
approximately 85,000 employees, New York City-based Cendant provides these
services to businesses and consumers in over 100 countries. More
information about Cendant, its companies, brands and current SEC filings may
be
obtained by visiting Cendant’s Web site at www.cendant.com.
About
Cendant Car Rental Group, LLC (to be renamed Avis Budget Car Rental,
LLC)
Cendant
Car Rental Group operates two of the most recognized brands in the global
vehicle rental industry through Avis Rent A Car System, LLC and Budget Rent
A
Car System, Inc. Avis is a leading rental car supplier to the premium commercial
and leisure segments of the travel industry and Budget is a leading rental
car
supplier to the price-conscious segments of the industry.
Forward-Looking
Statements
Certain
statements in this report constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of
Cendant and/or Cendant Car Rental Group, LLC to be materially different from
any
future results, performance or achievements expressed or implied by such
forward-looking statements. Statements preceded by, followed by or that
otherwise include the words “believes”, “expects”, “anticipates”, “intends”,
“projects”, “estimates”, “plans”, “may increase”, “may fluctuate” and similar
expressions or future or conditional verbs such as “will”, “should”, “would”,
“may” and “could” are generally forward-looking in nature and not historical
facts. Any statements that refer to expectations or other characterizations
of
future events, circumstances or results are forward-looking statements. The
Company cannot provide any assurances that the separation or any of the proposed
transactions related thereto will be completed, nor can it give assurances
as to
the terms on which such transactions will be consummated. The separation
transactions are subject to certain conditions precedent, including final
approval by the Board of Directors of Cendant.
Various
risks that could cause future results to differ from those expressed by the
forward-looking statements included in this report include, but are not limited
to: risks inherent in the contemplated separation and related transactions,
including risks related to borrowings and costs related to the proposed
transactions; increased demands on Cendant’s management teams as a result of the
proposed transactions; changes in business, political and economic conditions
in
the U.S. and in other countries in which Cendant and its companies currently
do
business; changes in governmental regulations and policies and actions of
regulatory bodies; changes in operating performance; and access to capital
markets and changes in credit ratings, including those that may result from
the
proposed transactions. Other unknown or unpredictable factors also could have
material adverse effects on Cendant’s and its companies’ performance or
achievements. In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this report may not occur. You are
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date stated, or if no date is stated, as of the date of
this report. Important assumptions and other important factors that could cause
actual results to differ materially from those in the forward looking statements
are specified in Cendant’s 10-K for the year ended December 31, 2005, including
under headings such as “Forward-Looking Statements”, “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Except for Cendant’s ongoing obligations to disclose material
information under the federal securities laws, Cendant undertakes no obligation
to release any revisions to any forward-looking statements, to report events
or
to report the occurrence of unanticipated events unless required by
law.
|
Media
Contact:
Elliot
Bloom
212-413-1832
|
Investor
Contacts:
Sam
Levenson
212-413-1834
|
|||
|
Henry
A. Diamond
212-413-1920
|