Item 1.01. Entry into a Material Definitive Agreement.
Overview
On
Interest; Ranking; Guarantees
The Notes bear interest at a rate of 4.625% per year payable semi-annually in
arrears on
The Notes are not guaranteed. However, the Indenture provides that in the future, subsidiary guarantees may be added, released, or terminated under certain circumstances.
Optional Redemption
The Notes are redeemable at any time prior to
The Notes are redeemable at any time on or after
Change of Control Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), Wyndham will be required to offer to repurchase the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
Covenants; Events of Default
The Indenture contains certain covenants, including, among others, limits on the
ability of Wyndham and certain of its subsidiaries to incur debt secured by
liens and to enter into sale and leaseback transactions. The Indenture also
contains customary provisions for events of default including for failure to pay
principal or interest when due and payable, failure to comply with covenants or
agreements in the Indenture or the Notes and failure to cure or obtain a waiver
of such default upon notice, a default under other debt of Wyndham or certain of
its subsidiaries such that at least
Certain Relationships The Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial lending services in the ordinary course of business with Wyndham or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. Additionally, certain other Initial Purchasers are lenders and/or agents
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under Wyndham's Revolving Credit Facility. Wyndham expects to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment of outstanding indebtedness under the Revolving Credit Facility and the payment of related fees and expenses. To the extent the Initial Purchasers or their affiliates are lenders under Wyndham's Revolving Credit Facility, they will receive a portion of the net proceeds from the sale of the Notes.
The description of the Notes and the Indenture in this Current Report on Form 8-K (this "Current Report") are summaries, and are qualified in their entirety by reference to the complete terms of the Indenture and the form of Note included therein. The Base Indenture, the Supplemental Indenture and the form of Note are filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits. d) Exhibits. The following exhibit is furnished with this report: Exhibit No.
Description 4.1* Indenture, datedDecember 13, 2019 , betweenWyndham Destinations, Inc. andU.S. Bank National Association , as Trustee. 4.2* First Supplemental Indenture, datedDecember 13, 2019 , betweenWyndham Destinations, Inc. andU.S. Bank National Association , as Trustee. 4.3* Form of 4.625% Note due 2030 (included in Exhibit 4.2). 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document * Filed with this report
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