PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Item
7.01
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Regulation
FD Disclosure.
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Cendant
Corporation anticipates that it will disclose to prospective lenders
that its
vehicle rental business is planning to issue an aggregate of approximately
$1.0
billion of eight- and ten-year senior unsecured notes due 2014 and 2016,
respectively. Cendant's vehicle rental business is also planning to arrange
for
a new $2.375 billion secured credit facility that is expected to consist
of a
$1.5 billion five-year revolving credit facility and an $875 million
six-year
term loan. These financings are planned for the second quarter of 2006.
Cendant's vehicle rental business intends to initially receive approximately
$1.875 billion of gross proceeds from these financings, which will be
used
principally to repay asset-backed vehicle indebtedness.
These
financings are part of Cendant's previously announced plan to separate
Cendant
into four independent, publicly traded, pure-play companies — one each for
Cendant’s real estate, travel distribution, hospitality and vehicle rental
businesses.
The
offering of the notes and the consummation of the credit facilities, including
the terms thereof, are subject to market and other customary conditions.
Therefore, no assurance can be given that these financings will be ultimately
consummated as described or at all. These financings are not contingent
upon the
consummation of Cendant's planned separation transactions.
The
notes
will be offered in the United States to qualified institutional buyers
pursuant
to Rule 144A under the Securities Act of 1933, as amended, and outside
the
United States pursuant to Regulation S under the Securities Act. The notes
have
not been registered under the Securities Act and may not be offered or
sold in
the United States absent registration or an applicable exemption from the
registration requirements.
Forward-Looking
Statements
Certain
statements in this report 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 will be completed, nor can it give assurances as to the terms on
which
such transactions will be consummated. The separation transactions are
subject
to certain conditions precedent, including final approval by the Board
of
Directors of Cendant.
Various
risks that could cause future results to differ from those expressed by
the
forward-looking statements included in this report include, but are not
limited
to: risks inherent in the contemplated separation and related transactions,
including risks related to borrowings and costs related to the proposed
transactions; increased demands on Cendant’s management teams as a result of the
proposed transactions; changes in business, political and economic
conditions in the U.S. and in other countries in which Cendant and its
companies
currently do business; changes in governmental regulations and policies
and
actions of regulatory bodies; changes in operating performance; and access
to
capital markets and changes in credit ratings, including those that may
result
from the proposed transactions. Other unknown or unpredictable factors
also
could have material adverse effects on Cendant’s and its companies’ performance
or achievements. In light of these risks, uncertainties, assumptions and
factors, the forward-looking events discussed in this report 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 report. 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,
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.
Pursuant
to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its
behalf by the undersigned hereunto duly authorized.