Wyndham Worldwide Announces Filing of Form 10 Registration Statement for Planned Spin-Off

Wyndham Worldwide (NYSE: WYN) today announced it has publicly filed a Form 10 Registration Statement with the Securities and Exchange Commission in connection with its planned spin-off of its Hotel Group segment. The filing may be accessed at www.sec.gov under Wyndham Hotels & Resorts, Inc.  This filing contains important information regarding the transaction.  In addition to the public filing of the Form 10, the Company has posted supplemental business and financial information about each of the post-spin companies to its investor website.

“Today’s filing marks an important next step toward the successful completion of the planned spin-off of Wyndham Worldwide’s hotel business,” said Stephen P. Holmes, Chairman and CEO, Wyndham Worldwide. “Both our hotel business and our vacation ownership and exchange business are well-positioned for long-term success, and we believe that this separation will result in continued growth and enhanced shareholder value.  Each company will have significant scale and a leadership position within its industry, strong cash flows, and a rich portfolio of trusted brands.”

Wyndham Hotel Group will become a publicly traded hotel franchising and hotel management company with a strong portfolio of renowned brands and will be known as Wyndham Hotels & Resorts, Inc. (“Wyndham Hotels”).  Wyndham Vacation Ownership will be joined with RCI to create the world’s largest vacation ownership and exchange company, which will be known as Wyndham Destinations, Inc.

The spin-off of the hotel business is subject to final approval by Wyndham Worldwide’s Board of Directors, execution of intercompany agreements, arrangement of financing facilities, the effectiveness of the registration statement, and other customary conditions.  The Company has received favorable rulings from the Internal Revenue Service regarding certain U.S. federal income tax consequences of the transaction.  Wyndham Worldwide expects the transaction to be tax-free to itself and its shareholders.  The separation will not require a shareholder vote and is expected to be completed in the second quarter of 2018.

Wyndham Worldwide’s previously announced additional strategic transactions — its planned sale of its European vacation rentals business and its planned acquisition of La Quinta Holdings Inc.’s hotel franchising and hotel management businesses — are also expected to close in the second quarter of 2018.  The La Quinta acquisition will be part of Wyndham Hotels following its separation from Wyndham Worldwide.

 

ABOUT WYNDHAM WORLDWIDE

Wyndham Worldwide (NYSE: WYN) is one of the largest global hospitality companies, providing travelers with access to a collection of trusted hospitality brands in hotels, vacation ownership, and unique accommodations including vacation exchange and managed home rentals. With a collective inventory of over 22,000 places to stay across 110 countries on six continents, Wyndham Worldwide and its 39,000 associates welcome people to experience travel the way they want. This is enhanced by Wyndham Rewards®, the Company’s award-winning guest loyalty program across its businesses, which is making it simpler for members to earn more rewards and redeem their points faster. For more information, please visit www.wyndhamworldwide.com.

 

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are those that convey management’s expectations as to the future based on plans, estimates and projections at the time Wyndham Worldwide makes the statements and may be identified by words such as “will,” “expect,” believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” guidance,” “target,” “estimate” and similar words or expressions, including the negative version of such words and expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham Worldwide and its subsidiaries, Wyndham Hotels or Wyndham Destinations, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to Wyndham Worldwide’s current views and expectations with respect to the spin-off, the divestiture of its European vacation rental business, the acquisition of La Quinta’s hotel franchising and management businesses and, in each case, related transactions, as well as the post-spin companies’ future operating, financial and business performance.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, general economic conditions; the performance of the financial and credit markets; the economic environment for the hospitality industry; the impact of war, terrorist activity or political strife; operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses; uncertainties that may delay or negatively impact the planned spin-off of Wyndham Hotels, the acquisition of La Quinta’s hotel franchising and management businesses and the divestiture of our European vacation rentals business or cause the spin-off, the La Quinta acquisition or the divestiture of our European vacation rentals business to be delayed or to not occur at all; uncertainties related to Wyndham Worldwide’s and Wyndham Hotels’ ability to realize the anticipated benefits of the spin-off, the La Quinta acquisition or the divestiture of Wyndham Worldwide’s European vacation rentals business; uncertainties related to Wyndham Worldwide’s ability to successfully complete the spin-off on a tax-free basis within the expected time frame or at all; uncertainties related to Wyndham Worldwide’s and Wyndham Hotels’ ability to obtain financing or the terms of such financing, including in connection with the spin-off and the La Quinta acquisition; unanticipated developments related to the impact of the spin-off, the La Quinta acquisition, the divestiture of the European vacation rentals business and related transactions on Wyndham Worldwide’s and Wyndham Hotels’ relationships with their respective customers, suppliers, employees and others with whom they have relationships; unanticipated developments resulting from possible disruption to the operations of Wyndham Worldwide and Wyndham Hotels resulting from the proposed spin-off, the La Quinta acquisition and the divestiture of the European vacation rentals business; the potential negative effects of the spin-off, the La Quinta acquisition, the divestiture of the European vacation rentals business and related transactions on the credit ratings of Wyndham Worldwide and Wyndham Hotels; uncertainties related to the successful integration of Wyndham Worldwide’s and Wyndham Hotels’ business with La Quinta’s hotel franchising and management businesses; uncertainties related to La Quinta’s ability to complete the spin-off of its owned real estate assets; the timing and amount of future share repurchases and dividends; as well as those risks described in Wyndham Worldwide’s Annual Report on Form 10-K, filed with the SEC on February 20, 2018, and subsequently filed Current Reports on Form 8-K. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.