Postal Code 20549-0303
October 18, 2004
Via Facsimile (917) 777-2497 and U.S. Mail
David Fox, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Re: Orbitz, Inc.
Schedule TO-T
Filed by Cendant Corporation and
Robertson Acquisition Company
` on October 6, 2004
File No. 005-79405
Dear Mr. Fox:
We have the following comments on your filing:
Offer to Purchase
General
1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff
to be certain that they have provided all information investors
require. Since the company and its management are in possession
of all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the filing persons
acknowledging that:
* the filing persons are responsible for the adequacy and
accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.
Cover Page
2. It appears that you have not engaged a depositary to hold
tendered units until the offer has expired and you have paid for
them. Please discuss the potential risk to unit holders presented
by the lack of a depositary in this offer.
3. Revise the statement that "You will not pay any fees or
commissions to us if you tender your units" to clarify that this
does not include taxes, or fees which may be payable in respect of
custodial or other beneficiary accounts.
4. Expand the fifth bullet point to disclose the amount of the
management fee paid to the offeror by the partnership.
Summary Term Sheet, page 1
5. Refer to your disclosure concerning proration. We realize that
if proration of tendered units is required, payment may be delayed
for a reasonable period to calculate the pro ration factor. However,
don`t you intend to announce whether the offer is oversubscribed
immediately upon expiration? Please revise or advise.
6. In the summary term sheet section, disclose generally when you
will pay for tendered units. See Rule 14e-1(a). Note that since you
are an affiliate of the partnership, it is not appropriate to delay
payment until the units are transferred on the books and records of
the partnership.
Do we have the financial resources to make payment?, page1
7. Clarify what you mean by your statement that you have
"available to you" the financial resources necessary to purchase
all units tendered.
Does this mean you have cash on hand? Or will you be required to
Make a capital call or borrow money from an affiliate? Please
explain.
Risk Factors, page 4
8. Under the heading "Conflicts of Interest" describe the
management fees paid by the partnership to the offeror, and
quantify the amount of the fees.
The Tender Offer, page 5
Proration, Acceptance for payment and payment for Units, page 5
9. We note your statement that the offeror will pay for the units
"as promptly as practicable following the expiration date". Rule
14e-1(c) requires that you pay for the units "promptly," not as
promptly as practicable. Please revise.
Extension of the Tender Period; Termination; Amendment, page 5
10. Refer to the disclosure in the first paragraph on page 8. This
boilerplate language, which is repeated in several places in your
Offer to Purchase, is phrased in the negative and tells a unit
holder little about the circumstances pursuant to which you believe
you may retain tendered units without making payment. Please revise
to describe such circumstances clearly. We may have additional
comments.
Certain Information Concerning Us, page 11
11. State when Quadrangle Associates III LLC was formed.
12. Identify the owners of the general partner of the partnership
that control 100% of Quadrangle.
Conditions to the Offer, page 14
13. Refer to the disclosure in the first paragraph of this
section. All offer conditions, other than receipt of governmental
or regulatory approvals, must be satisfied or waived on or before
the expiration date of the offer, not the date of acceptance of or
the date of payment for tendered units. Please revise the disclosure
here in accordance with this comment.
14. See the last comment above. The first sentence in this section
is unclear, but seems to state that you may terminate the offer if
filings with a court or regulatory agency necessary for
consummation of the offer have not been made. However, any such
filings would presumably be within your control. Therefore, the
language of this condition as currently drafted seems to go beyond
the regulatory approval provision discussed in the preceding comment.
Please revise to more narrowly tailor your disclosure in accordance
with our comment above.
15. The statement that the conditions may be waived by the
Offerors "in whole or in part at any time and from time to time
in our sole discretion" implies that conditions may be waived after
expiration. Revise the disclosure to clarify that all conditions,
other than regulatory approvals, will be satisfied or waived prior
to expiration.
16. We note that you may waive the conditions you list in your
document at any time in your sole discretion. Please be aware
that if you waive a material condition, the offer must remain open
for at least five business days after that waiver.
Please respond to these comments by promptly amending the filing
and submitting a response letter filed via EDGAR and "tagged" as
correspondence. If you do not agree with a comment, tell us why
in your response. Direct any questions to me at (202) 942-1762.
Sincerely,
Julia E. Griffith
Special Counsel
Office of Mergers
and Acquisitions