Wyndham Worldwide Corporation (NYSE: WYN) announced that its Board of Directors has approved the previously announced spin-off of its wholly-owned subsidiary Wyndham Hotels & Resorts, Inc., the world’s largest hotel franchisor with more than 8,300 affiliated hotels. The distribution is expected to occur after the market close on May 31, 2018 to Wyndham Worldwide stockholders of record as of May 18, 2018. In conjunction with the spin-off, Wyndham Worldwide Corporation will be renamed Wyndham Destinations, Inc. and will continue to be the world’s largest vacation ownership and exchange company.
Following the spin-off, Wyndham Hotels & Resorts will trade on the New York Stock Exchange under the symbol “WH,” and Wyndham Destinations will continue to trade on the New York Stock Exchange under the new symbol “WYND.” Wyndham Hotels & Resorts is expected to begin “regular-way” trading on June 1, 2018.
In addition, the Board of Directors of Wyndham Hotels & Resorts has approved a share repurchase authorization of $300 million, while Wyndham Destinations will have approximately $1 billion remaining under its current share repurchase authorization.
“For more than a decade, Wyndham Worldwide has been focused on providing great experiences for millions of guests around the world while delivering value and return on capital for our stockholders. Throughout this journey, we have been guided by a fundamental commitment to reliable growth in a disciplined and responsible way,” said Stephen P. Holmes, Chairman and CEO of Wyndham Worldwide. “We’re confident that as two independent companies, Wyndham Hotels & Resorts and Wyndham Destinations have the right focus and strategic flexibility to unlock significant long-term value for stockholders. Each of the new companies will have significant scale and a leadership position within its industry, strong cash flows, and a rich portfolio of trusted brands.”
Wyndham Worldwide plans to host an investor meeting on May 16, 2018 to introduce Wyndham Hotels & Resorts and Wyndham Destinations to the financial community. More information about the event, including how to register for the webcast, can be found at investor.wyndhamworldwide.com.
Additional Details on the Distribution
The spin-off will be effected through a pro rata distribution of Wyndham Hotels & Resorts common stock to Wyndham Worldwide stockholders of record as of 5:00 pm on May 18, 2018, the record date for the distribution. Each Wyndham Worldwide stockholder will receive one share of Wyndham Hotels & Resorts common stock for each share of Wyndham Worldwide common stock held by such stockholder on the record date. Upon completion of the spin-off, Wyndham Worldwide stockholders will own 100% of the common stock of Wyndham Hotels & Resorts and will continue to own 100% of the common stock of Wyndham Worldwide.
Wyndham Worldwide currently has approximately 100 million shares of common stock outstanding. Based on this number and the distribution ratio described above, approximately 100 million shares of Wyndham Hotels & Resorts common stock will be distributed to Wyndham Worldwide stockholders on the distribution date.
Wyndham Hotels & Resorts’ Registration Statement on Form 10, as amended, including an Information Statement describing the spin-off and Wyndham Hotels & Resorts’ business, is filed with the Securities and Exchange Commission and is also posted to the investor relations section of Wyndham Worldwide’s website.
Trading of Wyndham Hotels & Resorts and Wyndham Destinations Shares
Wyndham Worldwide expects that on or about May 17, 2018, shares of Wyndham Hotels & Resorts will trade on a “when-issued” basis under the ticker symbol “WH WI.” Concurrently, “ex-distribution” trading in Wyndham Destinations common stock under the symbol “WYND WI” will commence alongside “regular-way” trading for Wyndham Worldwide common stock. Wyndham Destinations and Wyndham Hotels & Resorts are expected to begin “regular-way” trading on June 1, 2018, at which time “regular-way” trading in Wyndham Destination shares will reflect the distribution of Wyndham Hotels & Resorts shares having occurred.
Wyndham Worldwide stockholders who sell their shares of Wyndham Worldwide common stock in the “regular-way” market prior to or on the distribution date will also be selling their right to receive the distribution of shares of Wyndham Hotels & Resorts common stock. Stockholders are encouraged to consult with their financial advisors regarding the specific implications of selling Wyndham Worldwide common stock.
Wyndham Worldwide stockholders are not required to take any action to receive the shares of Wyndham Hotels & Resorts’ common stock in the distribution, and they will not be required to surrender or exchange their Wyndham Worldwide shares.
The distribution agent, transfer agent and registrar for Wyndham Hotels & Resorts shares will be Broadridge Corporate Issuer Solutions, Inc. For questions relating to the transfer or mechanics of the stock distribution, stockholders may contact Broadridge toll-free at (800) 504-8998. If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly.
Additional Information
Wyndham Worldwide intends for the distribution of Wyndham Hotels & Resorts’ common stock to be tax-free for its stockholders, except with respect to any cash received in lieu of fractional shares. Consummation of the spin-off remains subject to the satisfaction or waiver of certain conditions.
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 vacation 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®, Wyndham Worldwide’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.
