Davis Polk – Wyndham Worldwide Corporation $850 Million Notes Offering and Concurrent Tender Offer

Davis Polk advised J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint book-running managers and representatives of the underwriters on an SEC-registered offering by Wyndham Worldwide Corporation of $450 million principal amount of its 2.5% senior unsecured notes due 2018 and $400 million principal amount of its 3.9% senior unsecured notes due 2023.

Davis Polk also advised J.P. Morgan Securities LLC and Goldman, Sachs & Co. as dealer managers in connection with the concurrent cash tender offer by Wyndham Worldwide Corporation to purchase any and all of its outstanding 5.75% notes due 2018 and 7.375% notes due 2020. The tender offer is expected to expire on February 28, 2013, and will be funded with the proceeds of the notes offering.

Headquartered in Parsippany, New Jersey, Wyndham Worldwide Corporation offers individual consumers and business customers a broad array of hospitality services and products across various accommodation alternatives through its premier portfolio of world-renowned brands.

The Davis Polk corporate team included partner Richard A. Drucker, associate John K. Doulamis and law clerk Andrew Rowe. Partner Harry Ballan and associate Tracy L. Matlock provided tax advice. Anney Chi was the legal assistant on the transaction. All members of the Davis Polk team are based in the New York office.

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