Wyndham Worldwide Announces Debt Tender Offer

PARSIPPANY, N.J., Feb. 6, 2013 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) (the "Company") announced today it has commenced a tender offer (the "Tender Offer") to purchase for cash:

• Any and all of its 5.75% Notes due 2018 (the "2018 Notes"); and
• Any and all of its 7.375% Notes due 2020 (together with the 2018 Notes, the "Notes").

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated February 6, 2013 (the "Offer to Purchase") and the related Letter of Transmittal.

The Company's obligation to accept for payment and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase) and a number of other general conditions described in the Offer to Purchase.

The Tender Offer will expire at 5:00 p.m., New York City time, on February 28, 2013, unless extended or earlier terminated (the "Expiration Date").

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City Time, on February 15, 2013 (as may be extended, the "Early Tender Deadline"), and whose Notes are accepted for purchase and payment pursuant to the Tender Offer, will receive the applicable Total Consideration (as defined in the Offer to Purchase) which includes the applicable early tender premium (the "Early Tender Premium") set forth in the table below.

Holders who validly tender and do not validly withdraw their Notes after the Early Tender Deadline but at or prior to the Expiration Date, and whose Notes are accepted for purchase and payment pursuant to the Tender Offer, will not be entitled to receive the Total Consideration and instead will be entitled to receive only the "Offer Consideration" which is equal to the Total Consideration minus the Early Tender Premium.

The Total Consideration (as defined in the Offer to Purchase) will be determined at 2:00 p.m., New York City time, on February 15, 2013 (unless such time is extended by the Company).

The following table sets forth some of the terms of the Tender Offer:

_______________

(1) Per $1,000 principal amount of Notes tendered for purchase.

Provided that the conditions to the Tender Offer have been satisfied or waived, payment for Notes purchased in the Tender Offer shall be made on the settlement date applicable to the Tender Offer, which shall be promptly following the Expiration Date and is expected to be March 4, 2013. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the settlement date.

Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on February 15, 2013, but may not be withdrawn thereafter.

J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as Dealer Managers for the Tender Offers. The Tender Agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (800) 967-4617. Questions regarding the Tender Offers should be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4811 (collect); or Goldman, Sachs & Co., Liability Management Group, at (800) 828-3182 (toll-free) or (212) 902-5183 (collect).

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About Wyndham Worldwide Corporation

One of the world's largest hospitality companies, Wyndham Worldwide (NYSE: WYN) provides a wide range of hospitality products and services through its global portfolio of world-renowned brands.  The world's largest hotel company based on the number of properties, Wyndham Hotel Group is home to many of the world's best-known hotel brands, with over 7,340 franchised hotels and 627,400 hotel rooms worldwide. Wyndham Exchange & Rentals is the worldwide leader in vacation exchange and the world's largest professionally managed vacation rentals business, providing more than 5 million leisure-bound families annually with access to over 103,000 vacation properties in 100 countries through its prominent exchange and vacation rental brands. The industry and timeshare ownership market leader, Wyndham Vacation Ownership develops, markets, and sells vacation ownership interests and provides consumer financing to owners through its network of 190 vacation ownership resorts serving approximately 915,000 owners throughout the United States, Canada, Mexico, the Caribbean, and the South Pacific. Based in Parsippany, NJ, Wyndham Worldwide employs approximately 32,500 associates globally.

Forward-Looking Statements

This press release includes "forward-looking" statements, as that term is defined by the Securities and Exchange Commission in its rules, regulations and releases.  Forward-looking statements are any statements other than statements of historical fact, including statements regarding the Company's expectations, beliefs, hopes, intentions or strategies regarding the future.  In some cases, forward-looking statements can be identified by the use of words such as "intends," "projects," "may increase," "may fluctuate," "expects," "believes," "plans," "anticipates," "estimates," and similar expressions or future or conditional verbs such as "should," "would," "may," and "could." Such statements are generally forward looking in nature and not historical facts.  Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements.  Factors that might cause such a difference include, but are not limited to, general economic conditions, the Company's financial and business prospects, the Company's capital requirements, the Company's financing prospects, the Company's relationships with associates and those disclosed as risks in the section entitled "Risk Factors" in the Company's Report on Form 10-Q for the quarter ended September 30, 2012.  The Company cautions readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management's opinion only as of the date on which they were made.  Except as required by law, the Company disclaims any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

SOURCE Wyndham Worldwide Corporation

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