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The Honolulu Advertiser
Posted on: Tuesday, October 25, 2005

Cendant to break up into 4 companies

By ELLEN SIMON
Associated Press

NEW YORK — Cendant Corp., which built itself into a $20 billion conglomerate to please investors, said yesterday it was disbanding into four separate companies. The reason for the split: Its unhappy investors.

But Wall Street remained grumpy with the company. Shares of Cendant — which owns Coldwell Banker, Avis and Budget rental cars and Cheap Tickets online travel service — fell $1.32, or 6.6 percent, to close at $18.77 on the New York Stock Exchange, after earlier hitting a new 52-week low of $18.36.

Cendant, whose stock price never fully recovered from a 1998 accounting scandal, is the latest conglomerate to decide its separate businesses are worth more split apart. The moves are a coda to the aggressive corporate buying sprees of the 1990s.

The company modeled itself as a service industry version of General Electric Co., a conglomerate that manages risk through size and diversity, company Chairman and Chief Executive Officer Henry R. Silverman said.

"That was our model," he said.

The phrase, "manage risk through size and diversity" was "almost a mantra," Silverman said.

But today's hedge fund managers want more volatile stocks, stocks that make big moves, Silverman said. The buy-and-hold investors of the past, who appreciated the smooth earnings a conglomerate could deliver are gone, he said.

"I don't know where those folks went, but that is not today's shareholder," he said.

Analysts say its business model isn't Cendant's problem. They question the strength of the businesses that comprise Cendant.

While Cendant posted $2.1 billion in net income on $19.8 billion in revenue in 2004, the company's third-quarter net income of $514 million was down from $593 million a year earlier. Cendant lowered its guidance for the fourth quarter and its 2006 fiscal year, saying its travel businesses have weakened.

"This is in contrast to the strength we are seeing from our other companies," Goldman Sachs Group Inc. lodging analyst Steven Kent wrote in a report.

"Although this transaction may eventually create value — based purely on simplification — we still believe there are greater opportunities in hotels and cruise," Kent wrote.

Cendant's split, which was approved over the weekend by the company's board of directors, will occur next summer when the company spins off 100 percent of the equity of the three new companies to its shareholders.

One will take over Cendant's hospitality businesses, including the Ramada, Howard Johnson and Days Inns hotel brands. The other three also will focus on a single area: real estate, including the Century 21 and Coldwell Banker brands; travel booking, including Orbitz, Galileo and Cheap Tickets brands; and the Avis and Budget car-rentals businesses.

CHUNK OF REVENUE

Of the four companies to be created from Cendant's holdings, the real-estate services company will take with it the largest share of the conglomerate's revenue — about 40 percent.

That company will be headed by Richard A. Smith, who leads Cendant's real-estate services division, as CEO. Silverman, 65, will serve as nonexecutive chairman.

Cendant has been working for more than a year to shed holdings that did not fit easily into real estate and travel categories — divesting itself of its tax preparation, mortgage and fleet management businesses, among others.

In 1998, allegations of accounting fraud at Cendant were among the first in a wave of scandals to spark outrage among investors. When the fraud was revealed, Cendant's stock plummeted from $35.63 a share to $19.06, losing $14 billion in one day. The stock has never fully recovered. When the company splits in four, the Cendant name will be retired.

In August, former Cendant Vice Chairman E. Kirk Shelton was sentenced to 10 years in prison and ordered to pay $3.27 billion to the company for inflating revenue by $500 million at Cendant's predecessor, CUC International, to drive up the stock price.

LATEST TO SPLIT

With the breakup announced yesterday, Cendant joins several large corporations that have recently trimmed their holdings in bids to win investors.

Viacom Inc., the media conglomerate that owns CBS and MTV, announced plans earlier this year to split its holdings into two companies, one focusing on broadcast television and the other on cable networks.

Cablevision Systems Corp., a cable TV provider, said in June it would go private and spin off its cable channels AMC, IFC and WE into a new company called Rainbow Media Holdings.

If Wall Street does embrace the Cendant plan, Silverman, who owns 3.54 percent of the company's stock, will be one of the largest beneficiaries.

"This isn't about where the shares trade tomorrow or today or next week or next month," Silverman said. "It's ... about where our shares trade a year or two years from now after this plan has been implemented. That, to me, is the relevant measuring stick."

In any event, his tenure at Cendant has paid handsomely. His 2004 pay package alone totaled $23.9 million, including $102,697 worth of personal flights on the company's aircraft and $165,013 for reimbursement of his legal fees for negotiating his employment agreement, according to the company's proxy filing with the Securities and Exchange Commission.