Cendant Corp. announced Monday that it has completed the spin-offs of real estate division Realogy Corp. and hospitality division Wyndham Worldwide Corp. as separate companies.
The company distributed 100 percent of the common stock of its Realogy Corp. and Wyndham Worldwide Corp. subsidiaries as of the close of business today to Cendant stockholders of record as of July 21, 2006.
Cendant distributed one share of Realogy common stock for every four shares of Cendant common stock outstanding as of the record date, and one share of Wyndham Worldwide common stock for every five shares of Cendant common stock outstanding as of the record date. Fractional shares of Realogy or Wyndham Worldwide common stock will not be distributed and any Cendant stockholder entitled to receive a fractional share will instead receive a cash payment, the company announced.
The distributions have been structured to qualify as tax-free stock dividends to Cendant stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares will be taxable, though.
Realogy will be listed on the New York Stock Exchange under the ticker symbol “H,” for “homes,” and is expected to begin regular trading on Aug. 2.
Cendant currently has approximately 1 billion shares outstanding. Based on the distribution ratio, about 250 million shares of Realogy common stock and approximately 200 million shares of Wyndham Worldwide common stock have been distributed to Cendant stockholders.
Cendant has submitted several proposals to be considered at its annual stockholders meeting scheduled for Aug. 29, 2006, including one to change Cendant’s name to Avis Budget Group Inc. and another to authorize a 1-for-10 reverse stock split of Cendant’s common stock to reduce the number of Cendant shares outstanding to approximately 100 million, according to the company announcement.
As announced on June 30, 2006, Cendant entered into a definitive agreement to sell its Travelport subsidiary to The Blackstone Group and confirmed that it will use the net proceeds from the sale (after taxes, fees and expenses and retirement of Travelport’s borrowings) to reduce the indebtedness allocated to Realogy and Wyndham Worldwide. The completion of the sale of its Travelport subsidiary to The Blackstone Group is expected in August 2006.
Because Cendant common stock continued to trade “regular-way” (inclusive of the Realogy and Wyndham Worldwide distributions) on the New York Stock Exchange through the distribution date, any holder of Cendant common stock who sold shares in the “regular way” market prior to the close of business on July 31, 2006, also sold the related entitlement to receive shares of Realogy or Wyndham Worldwide common stock in respect of such shares, the company announced.
No action is required by Cendant stockholders to receive their Realogy or Wyndham Worldwide common stock. Cendant stockholders who hold Cendant common stock as of the record date will receive a book-entry account statement reflecting their ownership of Realogy and Wyndham Worldwide common stock or their brokerage account will be credited for the shares.
Realogy was formerly known as Cendant’s Real Estate Services Division. The new company is the world’s largest residential real estate brokerage franchisor, the largest U.S. residential real estate brokerage firm, a provider of relocation services, and a provider of title and settlement services. Realogy’s real estate brands include Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA, and Sotheby’s International Realty.
The company expects Realogy’s full-year revenue for 2006 to be about $7.1 billion. Realogy is headquartered in Parsippany, N.J., and has more than 15,000 employees.
