Wyndham Worldwide Announces New Note Offerings

Wyndham Worldwide Corporation (NYSE:WYN) today announced that it intends to offer senior unsecured notes and convertible notes to the public through underwritten offerings pursuant to its effective shelf registration statement. Both offerings are subject to market and other conditions and neither is contingent upon the other.

Wyndham Worldwide intends to offer senior unsecured notes due 2014. The aggregate principal amount, interest rate and other financial terms of the notes will be determined upon pricing. Wyndham Worldwide intends to use the net proceeds from the senior unsecured notes offering to reduce the principal balance outstanding under its revolving credit facility.

Wyndham Worldwide also intends to offer $200 million aggregate principal amount of convertible notes due 2012. The convertible notes will be settled in cash and will not be convertible into shares of Wyndham Worldwide common stock or any other securities. The interest rate, conversion rate and other financial terms of the convertible notes will be determined upon pricing. Wyndham Worldwide also expects to grant the underwriters for the offering an option to purchase up to an additional $30 million aggregate principal amount of convertible notes solely to cover over-allotments.

Wyndham Worldwide expects to enter into convertible note hedge transactions, which are expected to offset Wyndham Worldwide’s exposure to any cash payments above par value that may be required upon conversion of any convertible notes. Wyndham Worldwide also expects to enter into warrant transactions, which Wyndham Worldwide will have the option to settle in net shares or cash. Both the convertible note hedge transactions and the warrant transactions will be entered into with affiliates of one or more of the underwriters. Wyndham Worldwide expects that the exercise price of the warrants will represent a substantial premium over the current market price of Wyndham Worldwide’s common stock. However, the warrant transactions could have a dilutive effect on Wyndham Worldwide’s earnings per share to the extent that the price of Wyndham Worldwide’s common stock exceeds the exercise price of the warrants.

Wyndham Worldwide will use a portion of the net proceeds from the convertible notes offering and the proceeds from the warrant transactions to enter into the convertible note hedge transactions. Wyndham Worldwide intends to use the remainder of net proceeds from the convertible notes offering to reduce the principal balance outstanding under its revolving credit facility. If the underwriters exercise their over-allotment option, Wyndham Worldwide will increase the size of the convertible note hedge transactions, and may sell additional warrants to the affiliates of the underwriters.

Wyndham Worldwide has been advised by the affiliates of the underwriters that they or their respective affiliates may enter into various derivative transactions with respect to Wyndham Worldwide’s common stock concurrently with or shortly following pricing of the convertible notes. These activities could have the effect of increasing, or preventing a decline in, the price of Wyndham Worldwide’s common stock concurrently with or following the pricing of such notes.

The offering of the notes and the convertible notes will be made only by means of written prospectuses. Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Citi 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 Banc of America Securities LLC, 100 West 33rd Street, New York, New York, 10001, Attention: Prospectus Department, telephone toll-free at (800) 294-1322; Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010, telephone at (800) 221-1037; J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York, 10017, Attention: High Grade Syndicate Desk, 8th Floor, telephone collect at (212) 834-4533; or Citi, Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone toll-free at (800) 831-9146.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Citi are acting as joint book-running managers for the convertible notes offering. Interested parties may obtain a written prospectus for the convertible notes offering from any of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, New York 10010, telephone at (800) 221-1037; J.P. Morgan Securities Inc., 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245, Attention: Prospectus Library, telephone collect at (718) 242-8002; Merrill Lynch & Co., Attention: Prospectus Department, 4 World Financial Center, New York, New York 10080; or Citi, Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, telephone toll-free at (800) 831-9146.