Cendant Raises $1.278 Billion Through Offerings Of Cendant Common Stock And Senior Zero-Coupon Conve

Cendant Corporation (NYSE: CD) today announced the sale of 40 million shares of Cendant common stock to Lehman Brothers, Inc. at $13.20 per share, net of selling concessions, resulting in net proceeds of $528 million. Lehman will also have a 30-day option to purchase up to an additional six million shares of Cendant common stock to cover over-allotments which would provide $79.2 million in net proceeds.

Cendant also announced that it has agreed to sell $750 million of zero-coupon convertible senior notes due 2021 in a private offering resulting in net proceeds of approximately $738 million. The initial purchaser will also have a 30-day option to purchase additional notes to cover over-allotments resulting in up to $148 million in additional net proceeds to Cendant.

Interest will accrue on the notes at a rate not to exceed 2.5% per annum, subject to certain contingencies. The notes will be convertible into shares of Cendant common stock at a price per share of not less than $18.22 if the closing price of Cendant`s common shares on the New York Stock Exchange exceeds specified levels or in certain other circumstances. The notes will not be redeemable by Cendant prior to February 13, 2004 but Cendant may be required to repurchase notes at the accreted value thereof, at the option of the holders, on February 13, 2004, 2009, or 2014. Cendant may choose to pay the purchase price for the foregoing repurchases in cash or shares of Cendant common stock.

The notes have not been registered under United States securities laws and may not be offered or sold in the United States except to qualified institutional buyers.

The offerings are scheduled to close on February 13, 2001. Cendant will use the proceeds from the offerings to consummate the acquisitions of Avis Group Holdings, Inc. and Fairfield Communities, Inc., reduce outstanding debt, and for general corporate purposes.