Wyndham Worldwide Prices $850 Million of Senior Unsecured Notes

PARSIPPANY, N.J., Feb. 19, 2013 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE: WYN) (the "Company") announced today the pricing of the public offering of $450 million aggregate principal amount of its senior unsecured notes due March 1, 2018 (the "2018 notes") and $400 million aggregate principal amount of its senior unsecured notes due March 1, 2023 (the "2023 notes"). The senior unsecured notes offering is expected to close on February 22, 2013. The Company intends to use the aggregate net proceeds from the offering  (i) to repurchase any and all of the $250,000,000 aggregate principal amount of its outstanding 5.75% Notes due 2018 and the $250,000,000 aggregate principal amount of its outstanding 7.375% Notes due 2020 in a previously announced tender offer, (ii) for the planned redemption of all of its 9.875% senior unsecured notes due 2014, (iii) for the repayment, redemption, repurchase, defeasance or other retirement of other outstanding indebtedness, including commercial paper and debt outstanding under its revolving credit facility (including, in each case, borrowings incurred to fund purchases of its 6.00% senior unsecured notes due 2016 in open market purchases) and (iv) for general corporate purposes.

The 2018 notes will bear interest at the rate of 2.50% per year and the 2023 notes will bear interest at the rate of 3.90% per year. Interest will be payable semi-annually on March 1 and September 1 of each year, commencing September 1, 2013. The 2018 notes will mature on March 1, 2018 and the 2023 notes will mature on March 1, 2023. The 2018 notes were offered to the public at a price of 99.868% of the principal amount and the 2023 notes were offered to the public at a price of 99.826% of the principal amount.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce Fenner & Smith Incorporated, RBS Securities Inc. (with respect to the 2018 notes) and Credit Suisse Securities (USA) LLC (with respect to the 2023 notes) are acting as joint book-running managers for the notes offering. Interested parties may obtain a written prospectus for the notes offering from any of J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, telephone at 1-212-834-4533; Merrill Lynch, Pierce Fenner & Smith Incorporated, 222 Broadway, 7th Floor, New York, NY 10038, Attention: Prospectus Department, or e-mail [email protected]; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Prospectus Group, telephone at 1-800-503-4611 or e-mail at [email protected]; RBS Securities Inc., 600 Washington Blvd, Stamford, CT06901, Attention: Debt Capital Markets Syndicate, telephone at 1-866-884-2071; or Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010, telephone at 1-800-221-1037.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Any offer of the securities will be made only by means of a prospectus, forming a part of the effective registration statement, the applicable prospectus supplement and other related documents.

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-K for the year ended December 31, 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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