Cendant Announces Pricing of Tender Offers

NEW YORK, July 25 /PRNewswire-FirstCall/ -- Cendant Corporation today announced the pricing terms of its previously announced tender offers and consent solicitations for its $800 million of 6.250% Senior Notes due 2008 (CUSIP Number: 151313AQ6), $350 million of 6.25% Senior Notes due 2010 (CUSIP Number: 151313AR4), $1.2 billion of 7.375% Senior Notes due 2013 (CUSIP Number: 151313AP8) and $250 million of 7.125% Senior Notes due 2015 (CUSIP Number: 151313AS2). More than 96% of each series of Notes has been tendered as of today.

The total consideration per $1,000 principal amount of Notes that were validly tendered prior to 5:00 p.m., New York City time, on June 27, 2006 (the "Consent Date") is $1,008.29 for the 2008 Notes, $1,024.50 for the 2010 Notes, $1,098.71 for the 2013 Notes and $1,105.25 for the 2015 Notes. In each case, the total consideration per $1,000 principal amount of Notes that were validly tendered prior to the Consent Date includes a cash consent payment of $30.00. Holders of Notes validly tendered prior to the Consent Date will also receive accrued and unpaid interest on their Notes up to, but not including, the payment date for the tender offers and consent solicitations, which is expected to be on or about the business day following July 27, 2006, unless extended by the Company in its sole discretion.

Holders tendering their Notes after the Consent Date, but prior to 5:00 p.m., New York City time, on July 27, 2006 (the "Expiration Date"), will receive the tender offer consideration of $978.29 for the 2008 Notes, $994.50 for the 2010 Notes, $1,068.71 for the 2013 Notes and $1,075.25 for the 2015 Notes per $1,000 principal amount of Notes tendered, but will not receive the $30.00 cash consent payment. Holders of Notes tendered after the Consent Date and prior to the Expiration Date will also receive accrued and unpaid interest on their Notes up to, but not including, the payment date.

The total consideration for the Notes was determined as of 2:00 p.m., New York City time, today by reference to a fixed spread of 45 basis points for the 2008 and 2010 Notes and 50 basis points for the 2013 and 2015 Notes, in each case above the yield to maturity of the applicable U.S. Treasury security as described in the Offers to Purchase and Consent Solicitations Statement of the Company, dated June 14, 2006. The reference yield was 5.200%, 5.044%, 5.037% and 5.071%, for the 2008 Notes, the 2010 Notes, the 2013 Notes and the 2015 Notes, respectively, which implies a tender offer yield of 5.650%, 5.494%, 5.537% and 5.571%, respectively.

Upon the Company's notification to the depositary that the Notes validly tendered and not validly withdrawn have been accepted for purchase pursuant to the terms of the tender offers, the supplemental indenture between the Company and the trustee under the indenture will become operative.

Each tender offer is subject to the satisfaction of certain conditions, including, but not limited to, incurrence of debt by Realogy and Wyndham Worldwide under their new credit facilities and transfer of proceeds from all such borrowings to the Company; and incurrence of debt by the Company's Travelport subsidiary under its new credit facilities and transfer of proceeds from such borrowings to the Company or the closing of a sale of Travelport by the Company and receipt by the Company of cash proceeds of no less than $1.8 billion which can be used to partially fund the tender offers. The conditions are described in detail in the Offers to Purchase and Consent Solicitations Statement. The Company reserves the right to amend or extend the tender offers and the consent solicitations in its sole discretion.

Banc of America Securities LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and Merrill Lynch & Co. are the Lead Joint Dealer Managers for the tender offers and Lead Solicitation Agents for the consent solicitations. Investors with questions regarding the offer or who would like a copy of the Offers to Purchase and Consent Solicitations Statement may contact Banc of America at [phone] (collect) and [phone] (toll free), Barclays at [phone] (collect) or [phone] (toll free), JPMorgan at [phone] (collect) or [phone] (toll free) and Merrill Lynch at [phone] (collect) or [phone] (toll free). Mellon Investor Services LLC is the Information Agent and can be contacted at [phone] (collect) or [phone] (toll free).

None of the Company, its Board of Directors, the Information Agent, the Depositary or the dealer managers makes any recommendation as to whether holders of the Notes should tender or refrain from tendering Notes or as to whether holders of the Notes should provide consents to the proposed amendments. This press release does not constitute an offer to purchase any securities. The tender offers and the consent solicitations are being made solely pursuant to the tender offer and related consent solicitation documents.

About Cendant Corporation

Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 85,000 employees, New York City-based Cendant provides these services to businesses and consumers in over 100 countries. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at http://www.cendant.com/.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. The Company cannot provide any assurances that the separation or any of the proposed transactions related thereto (including a possible sale of the travel distribution services division, Travelport) will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. These transactions are subject to certain conditions precedent.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: risks inherent in the contemplated separation and related transactions (including a possible sale of Travelport). In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Important assumptions and other important factors that could cause actual results to differ materially from those in the forward looking statements are specified in Cendant's 10-K for the year ended December 31, 2005 and Cendant's Form 10-Q for the three months ended March 31, 2006, including under headings such as "Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Except for the Company's ongoing obligations to disclose material information under the federal securities laws, the Company undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.