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) June 15, 2006 (June 14,
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))
|
Item 8.01
|
Other
Events.
|
On
June
14, 2006, Cendant Corporation announced that it commenced tender offers to
purchase for cash $2.6 billion of its outstanding corporate debt, with
maturities from 2008 to 2015. In conjunction with the tender offers, Cendant
is
soliciting consents for certain amendments to the indenture pursuant to which
the notes were issued. The tender offers are scheduled to expire at midnight,
New York City time, on July 12, 2006, unless otherwise extended or earlier
terminated.
In
addition, Cendant announced that, upon the completion of the spin-offs of
Realogy Corporation and Wyndham Worldwide Corporation, it intends to pre-fund
its principal and interest obligations on its senior notes due in August 2006
by
making an irrevocable deposit with the trustee so as to discharge its
obligations under the relevant indenture.
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.
|
99.1
|
Press
Release dated June 14,
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.
|
CENDANT
CORPORATION
|
|||
|
By:
|
/s/
Eric J. Bock
|
||
|
Eric
J. Bock
Executive
Vice President, Law and
Corporate Secretary
|
Date:
June 14, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated June 15, 2006 (June 14, 2006)
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated June 14,
2006.
|
Exhibit
99.1
CENDANT
ANNOUNCES TENDER OFFERS AND CONSENT SOLICITATIONS
FOR
ITS 6¼% SENIOR NOTES DUE 2008, 6¼% SENIOR NOTES DUE 2010,
7
3/8% SENIOR NOTES DUE 2013 AND 7 1/8% SENIOR NOTES DUE
2015
Senior
Notes Due in August 2006 Expected to Be Pre-Funded Upon Completion of
Spin-Offs
of Realogy Corporation and Wyndham Worldwide Corporation
NEW
YORK, June 14, 2006—Cendant Corporation
(NYSE:CD) today announced that, in connection with its
plan of separation, it has commenced tender offers to purchase for cash $2.6
billion of its outstanding corporate debt, with maturities from 2008 to 2015.
In
addition, Cendant announced that, at the time of the spin-offs of Realogy
Corporation and Wyndham Worldwide Corporation, it intends to pre-fund and
discharge its principal and interest obligations on its senior notes due in
August 2006.
The
affected series (collectively, the “Notes”) are Cendant’s $800 million of 6.250%
Senior Notes due 2008 (for which the tender offer spread to Treasury will be
0.45%), $350 million 6.25% Senior Notes due 2010 (for which the spread will
be
0.45%), $1.2 billion of 7.375% Senior Notes due 2013 (for which the spread
will
be 0.50%) and $250 million of 7.125% Senior Notes due 2015 (for which the spread
will be 0.50%). Each applicable spread is equivalent to the spread that would
be
used to determine the price at which the Company can, at its option, redeem
the
Notes. In conjunction with the tender offers, Cendant will also solicit consents
for certain amendments to the indenture pursuant to which the Notes were issued.
There
will be no impact on the timing of the Company’s separation plan should the
Company fail to receive the necessary consents to implement the proposed
indenture amendments. The Company will retain the option to redeem each series,
at its option, whether or not the tender offers are successfully completed.
Holders
of Notes must tender their Notes and deliver their consents by 5:00 p.m., New
York City time, on June 27, 2006, unless such date is extended or earlier
terminated, to be eligible to receive the Total Consideration (defined below).
Holders of Notes who tender their notes after 5:00 p.m., New York City time
on
June 27, 2006, but before 12:00 midnight, New York City time, on July 12, 2005,
unless such date is extended or earlier terminated, will be eligible to receive
only the Tender Offer Consideration (defined below). Holders who tender Notes
must also deliver consents to the proposed indenture amendments.
The
"Total Consideration" offered for each $1,000 principal amount of any series
of
Notes will be the sum of (a) the present value of $1,000 principal amount of
Notes, plus (b) the present value of the interest that would accrue from the
last interest payment date until the applicable maturity date for each Note,
determined on the basis of a yield to the maturity date equal to the sum of
(i)
the bid-side yield on the applicable U.S. Treasury reference security on the
price determination date, plus (ii) the applicable spread, minus (c) accrued
and
unpaid interest from the last interest payment date to, but not including,
the
settlement date. The "Tender Offer Consideration" for each $1,000 principal
amount of any series of Notes will be the Total Consideration minus $30.
Additional details for each series of Notes, including the reference U.S.
Treasury security, are contained in the table attached to this
release.
Pricing
will be calculated by the dealer managers at 2:00 p.m., New York City time,
on
July 10, 2006, unless extended by the Company but in no event shall the price
determination date be less than two business days prior to expiration. The
Company expects to publicly announce the
pricing
information for the tender offers by subsequent press release by close of
business on the price determination date.
Each
tender offer is subject to the satisfaction of certain conditions, including
declaration of the dividends of the common stock of Realogy and Wyndham
Worldwide to holders of Cendant common stock by the Company’s Board of
Directors; Wyndham Worldwide’s execution of new credit facilities and incurrence
of the debt thereunder, Realogy’s incurrence of debt under its new credit
facilities and transfer of proceeds from all such borrowings to the Company;
execution by the Company’s Travelport subsidiary of new credit facilities,
incurrence of debt thereunder and transfer of proceeds from such borrowings
to
the Company or the closing of a sale of Travelport by the Company and receipt
by
the Company of cash proceeds of no less than $1.8 billion which can be used
to
partially fund the tender offers; and receipt of the required consents to
implement the proposed amendments.
Upon
the
completion of the Realogy and Wyndham Worldwide spin-offs, the Company intends
to pre-fund the payment of the aggregate outstanding principal amount of, and
accrued and unpaid interest through the maturity date on, its $100 million
of
4.89% Senior Notes Due 2006 and $850 million of 6 7/8% Notes Due 2006, which
mature in August 2006. The pre-funding is expected to take the form of an
irrevocable deposit with the trustee so as to discharge our obligations under
the relevant indenture.
The
tender offer and related consent solicitation documents are being distributed
to
holders beginning today. Banc of America Securities LLC, Barclays Capital Inc.,
J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the Lead Joint
Dealer Managers for the tender offers and Lead Solicitation Agents for the
consent solicitations. Investors with questions regarding the offer may contact
Banc of America at (704) 386-3244 (collect) and (866) 475-9886 (toll free),
Barclays at (212) 412-4072 (collect) or (866) 307-8991 (toll free), JPMorgan
at
(212) 834-4077 (collect) or (866) 834-4666 (toll free) and Merrill Lynch at
(212) 449-4914 (collect) or (888) 654-8637 (toll free). Mellon Investor Services
LLC is the Information Agent and can be contacted at (201) 680-6590 (collect)
or
(800) 392-5792 (toll free).
None
of
the Company, its Board of Directors, the Information Agent or the dealer
managers makes any recommendation as to whether holders of the Notes should
tender or refrain from tendering Notes or as to whether holders of the Notes
should provide consents to the proposed amendments. This press release does
not
constitute an offer to purchase any securities.
About
Cendant Corporation
Cendant
Corporation 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 the Company's Web site at www.cendant.com.
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 (including a possible sale of
the
travel distribution services division, Travelport) will be completed, nor can
it
give assurances as to the terms on which such transactions will be consummated.
These 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 a possible sale of Travelport), 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 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 press release.
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 and Cendant’s
Form 10-Q for the three months ended March 31, 2006, 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 the Company's ongoing obligations to disclose material information
under the federal securities laws, the Company 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.
Table
1
Summary
of Pricing Terms for Cendant Corporation Tender Offers and Consent
Solicitations
The
following table sets forth the securities subject to the tender offers and
consent solicitations, the applicable U.S. Treasury reference securities, fixed
spread and consent payment. The Company refers investors to the tender offer
and
related consent solicitation documents referred to in the press release for
the
complete terms of the tender offers and consent solicitations described in
the
press release, including definitions of capitalized terms in the table
below.
|
CUSIP/ISIN
Number
|
Aggregate
Outstanding Principal Amount
|
Title
of Security
|
Reference
U.S. Treasury Security
|
Fixed
Spread
|
Consent
Payment
|
|
151313AQ6/
US151313AQ60
|
$800,000,000
|
6.250%
Senior Notes due January 15, 2008
|
4.375%
Notes due January 31, 2008
|
45
basis points
|
$30
|
|
151313AR4/
US151313AR44
|
$350,000,000
|
6.25%
Senior Notes due March 15, 2010
|
4%
Notes due March 15, 2010
|
45
basis points
|
$30
|
|
151313AP8/
US151313AP87
|
$1,200,000,000
|
7.375%
Senior Notes due January 15, 2013
|
3.875%
Notes due February 15, 2013
|
50
basis points
|
$30
|
|
151313AS2/
US151313AS27
|
$250,000,000
|
7.125%
Senior Notes due March 15, 2015
|
5.125%
Notes due May 15, 2016
|
50
basis points
|
$30
|
Media
Contact:
Elliot
Bloom
212-413-1832
Investor
Contacts:
Sam
Levenson
212-413-1834
Henry
A.
Diamond
212-413-1920