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
Cendant
Corporation
(Exact
name of Registrant as specified in Charter)
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Delaware
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1-10308
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06-0918165
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification
Number)
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9
West 57th
Street
New
York, NY
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10019
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(Address
of principal executive
office)
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(Zip
Code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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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
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We
entered into an amendment, dated as of March 31, 2006, to the Amended and
Restated Limited Liability Company Operating Agreement of PHH Home Loans,
LLC,
which modifies the method for calculating the put and sale prices. A copy
of
this amendment is attached hereto as Exhibit
10.1
and is
incorporated by reference herein.
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Item 7.01
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Regulation
FD Disclosure.
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On
April
3, 2006, Cendant Corporation announced that Realogy Corporation, its wholly
owned subsidiary and intended parent company of its Real Estate Services
Division, has filed a registration statement on Form 10 with the Securities
and
Exchange Commission in connection with Realogy’s planned separation from Cendant
pursuant to Cendant’s previously announced separation plan.
A
copy of
the press release is attached hereto as Exhibit
99.1
and is
incorporated by reference herein.
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Item 9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits.
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10.1
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Amendment
No. 2, dated as of March 31, 2006, to the Amended and Restated
Limited
Liability Company Operating Agreement, dated as of January 31,
2005, of
PHH Home Loans, LLC, by and between PHH Broker Partner Corporation
and
Cendant Real Estate Services Venture Partner, Inc.
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99.1
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Press
Release dated April 3, 2006.
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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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By:
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/s/
Eric J. Bock
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Eric
J. Bock
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Executive
Vice President, Law and Corporate
Secretary
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Date:
April 3, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated April
3, 2006 (March 31, 2006)
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Amendment
No. 2, dated as of March 31, 2006, to the Amended and Restated
Limited
Liability Company Operating Agreement, dated as of January 31,
2005, of
PHH Home Loans, LLC, by and between PHH Broker Partner Corporation
and
Cendant Real Estate Services Venture Partner, Inc.
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Press
Release dated April 3, 2006.
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Exhibit
10.1
AMENDMENT
NO. 2
TO
THE
AMENDED
AND RESTATED
LIMITED
LIABILITY COMPANY OPERATING AGREEMENT
OF
PHH HOME LOANS, LLC
This
Amendment (this “Amendment”),
entered as of the 31st
day of
March, 2006, by and between PHH Broker Partner Corporation, a Maryland
corporation (the “PHH
Member”),
and
Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation
(the
“Cendant
Member”),
amends the Amended and Restated Limited Liability Company Operating Agreement
of
PHH Home Loans, LLC, dated as of January 31, 2005, by and between the PHH Member
and the Cendant Member, as amended by Amendment No. 1 thereto, dated as of
May
12, 2005 (the “LLC
Agreement”).
Capitalized
terms used in the Agreement without definition shall have the meanings given
to
them in the LLC Agreement.
WHEREAS,
the PHH Member and the Cendant Member desire to amend the LLC Agreement to
modify the method for calculating the Two Year Put Price and Two Year Sale
Price.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
in the LLC Agreement and this Amendment, the parties hereto, intending to be
legally bound, hereby agree as follows:
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1.
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Section
8.4(a)(i)(1) of the LLC Agreement shall be amended in its entirety
to read
as follows:
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(1)
The
exercise price of the Two Year Put (the “Two
Year Put Price”)
shall
be an amount equal to the sum of (A) the fair value of the Interests of the
Cendant Member and any Affiliate thereof, which shall be determined in
accordance with the Valuation Process described below, as of the Two Year Put
Closing Date, plus (B) the aggregate amount of all past due quarterly
distributions to the Cendant Member and any Affiliate thereof and any unpaid
distribution in respect of the most recently completed Fiscal Quarter pursuant
to Section 5.6 hereof as of the Two Year Put Closing Date, plus (C) an amount
equal to 49.9% of the Net Income realized by the Company at any time after
the
end of the Fiscal Quarter most recently completed as of the Two Year Put Closing
Date attributable to Mortgage Loans in process at any time prior to the Two
Year
Put Closing Date. No later than sixty (60) days prior to the Two Year Put Date,
the Cendant Member shall deliver to the PHH member a written notice setting
forth the Cendant Member’s calculation of (B) and (C) above and the basis for
such calculation. Any disagreement regarding the Two Year Put Price or any
other
matter related to the exercise of the Two Year Put shall be resolved in
accordance with the provisions of Section 13.6 hereof. In the event that the
Cendant Member elects to exercise the Two Year Put, the PHH Member and the
Cendant Member shall, and shall cause their respective Affiliates to, cooperate
as fully as reasonably possible with one another to consummate the Two year
Put
transaction on the Two Year Put Date. Concurrently with the consummation of
the
Two Year Put transaction, the PHH Member shall pay or cause to be paid the
Two
Year Put Price to the Cendant Member in cash by wire transfer of immediately
available funds to an account or accounts designated in writing by the Cendant
Member. The “Two
Year Put Closing Date”
shall
be the date on which the Two Year Put is consummated. The Valuation Process
shall proceed as follows: Each of the Cendant Member and PHH Member shall submit
the matter to an investment banker or appraiser experienced in the valuation
of
mortgage banking entities (each, a “Valuation
Expert”
and collectively, the “Valuation
Experts”)
of
their own choosing within thirty (30) days of delivery of the Two Year
Termination Notice. Within thirty (30) days, or as soon thereafter as reasonably
practicable, the Valuation Experts shall issue their determination of the fair
value of the Interests of the Cendant Member and any Affiliate thereof as of
the
Two Year Put Closing Date, understanding and taking into consideration all
relevant facts and circumstances, including the consequences of the Two Year
Put
(including, but not limited to, the automatic termination of all other
Transaction Documents); provided,
however,
that if
any party's Valuation Expert shall not have delivered its determination of
fair
value within seventy-five (75) days the determination of fair value of the
other
party's Valuation Expert shall be binding upon the parties hereto. If the
difference between the two valuations shall be less than or equal to ten percent
(10%), then the average of the two shall be deemed to be the fair value, which
shall be binding upon the parties hereto. If the difference between the two
valuations shall be greater than ten percent (10%), then the Valuation Experts
shall within 15 days jointly select and submit the matter to a third nationally
recognized investment banker or appraiser with experience in valuation of
mortgage banking entities (“Third
Expert”).
The
Third Expert in turn shall, within thirty (30) days, or as soon thereafter
as
reasonably practicable, issue its determination of fair value, which shall
be
binding upon the parties hereto. Cendant Member and PHH Member shall cooperate
fully with the Valuation Experts and any Third Expert, and information provided
to any Valuation Expert shall also be provided to the other Valuation Expert
and
the Third Expert in connection with their reviews. Each party shall bear all
fees and expenses of its own Valuation Expert, and the parties shall bear
equally the fees and expenses of any Third Expert.
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2.
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Section
8.4(a)(ii)(2) of the LLC Agreement shall be amended in its entirety
to
read as follows:
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(2)
The
sale price (the “Two
Year Sale Price”)
of the
PHH Member’s Interest to the Cendant Designated Buyer shall be an amount equal
to the sum of (A) the fair value of the PHH Member’s Interests , which shall be
determined in accordance with the Valuation Process described below, as of
the
Two Year Sale Date, plus (B) the aggregate amount of all past due quarterly
distributions to the PHH Member and any Affiliate thereof and any unpaid
distribution in respect of the most recently completed Fiscal Quarter pursuant
to Section 5.6 hereof as of such date, plus (C) an amount equal to 50.1% of
the
Net Income realized by the Company at any time after the end of the Fiscal
Quarter most recently completed as of the Two Year Sale Date attributable to
Mortgage Loans in process at any time prior to the Two Year Sale Date. No later
than sixty (60) days prior to the Two Year Sale Date, the Cendant Member shall
deliver to the PHH member a written notice setting forth the Cendant Member’s
calculation of (B) and (C) above and the basis for such calculation. Any
disagreement regarding the Two Year Sale Price or any other matter related
to
the exercise of the Two Year Sale shall be resolved in accordance with the
provisions of Section 13.6 hereof. The Valuation Process shall proceed as
follows: Each of the Cendant Member and PHH Member shall submit the matter
to a
Valuation Expert of
their
own choosing within thirty (30) days of delivery of the Two Year Termination
Notice. Within thirty (30) days, or as soon thereafter as reasonably
practicable, the Valuation Experts shall issue their determination of the fair
value of the PHH Member's Interest as of the Two Year Sale Date; provided,
however,
that if
any party's Valuation Expert shall not have delivered its determination of
fair
value within seventy-five (75) days the determination of fair value of the
other
party's Valuation Expert shall be binding upon the parties hereto. If the
difference between the two valuations shall be less than or equal to ten percent
(10%), then the average of the two shall be deemed to be the fair value, which
shall be binding upon the parties hereto. If the difference between the two
valuations shall be greater than ten percent (10%), then the Valuation Experts
shall within 15 days jointly select and submit the matter to a Third
Expert.
The
Third Expert in turn shall, within thirty (30) days, or as soon thereafter
as
reasonably practicable, issue its determination of fair value, which shall
be
binding upon the parties hereto. Cendant Member and PHH Member shall cooperate
fully with the Valuation Experts and any Third Expert, and information provided
to any Valuation Expert shall also be provided to the other Valuation Expert
and
the Third Expert in connection with their reviews. Each party shall bear all
fees and expenses of its own Valuation Expert, and the parties shall bear
equally the fees and expenses of any Third Expert.
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3.
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The
term “Agreement”
as used in the LLC Agreement shall be deemed to refer to the LLC
Agreement
as amended hereby. Except as set forth herein, the LLC Agreement
shall
remain in full force and effect and shall be otherwise unaffected
hereby.
In the event of any conflict or inconsistency between the provisions
of
the Amendment, on the one hand, and the LLC Agreement, on the other
hand,
with respect to the matters set forth herein and contemplated hereby,
the
provisions of this Amendment shall govern such conflict or
inconsistently.
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| 4. |
This
Amendment may be executed in any number of counterparts, and each
of such
counterparts shall for all purposes be deemed an original, but all
such
counterparts shall together constitute but one and the same
agreement.
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4
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment to the LLC
Agreement, effective as of the date first written above.
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CENDANT
REAL ESTATE SERVICES
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VENTURE
PARTNER, INC.
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By:
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/s/
David J. Weaving
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Name:
David J. Weaving
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Title:
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PHH
BROKER PARTNER
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CORPORATION
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By:
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/s/
Terence Edwards
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Name:
Terence Edwards
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Title:
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5
Exhibit
99.1
CENDANT
CORPORATION ANNOUNCES FILING OF
REALOGY
CORPORATION REGISTRATION STATEMENT
Important
Milestone in Separation Plan Achieved
NEW
YORK,
April
3, 2006 - Cendant Corporation today announced that Realogy Corporation, its
wholly owned subsidiary and intended parent company of its Real Estate Services
Division, has filed a registration statement on Form 10 with the Securities
and
Exchange Commission in connection with Realogy’s planned separation from Cendant
pursuant to Cendant’s previously announced separation plan. The separation of
Realogy continues to be expected in June 2006.
It
is
also expected that Realogy will apply to have its common stock listed on the
New
York Stock Exchange under the symbol “H”.
Cendant
also announced that its next major milestone in its plan to separate Cendant
into four companies will be the filing of a registration statement on Form
10
for Wyndham Worldwide, the intended parent company of Cendant’s Hospitality
Services and Timeshare Resorts businesses.
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
Realogy Corporation
Realogy
is one of the preeminent and most integrated providers of real estate and
relocation services in the world. Realogy is the world's largest real estate
brokerage franchisor, the largest U.S. residential real estate brokerage firm,
the largest U.S. provider and a leading global provider of outsourced employee
relocation services and a provider of title and settlement
services.
Forward-Looking
Statements
Certain
statements in this press release 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
the Company 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 press release 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 the Company’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 press release 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 annual report filed on Form 10-K
for the year ended December 31, 2005 and Realogy’s Registration Statement on
Form 10, as filed with the Securities and Exchange Commission today, 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.
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Media
Contact:
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Investor
Contacts:
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Elliot
Bloom
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Sam
Levenson
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212-413-1832
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212-413-1834
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Henry
A. Diamond
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212-413-1920
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