Item 1.01.
Entry into a Material Definitive Agreement.
On March 21, 2017, Wyndham Worldwide Corporation (Wyndham Worldwide) issued $300 million aggregate principal amount of 4.150% Notes due 2024 (the 2024 Notes) and $400 million aggregate principal amount of 4.500% Notes due 2027 (the 2027 Notes and collectively with the 2024 Notes, the Notes) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-206104), as filed with the Securities and Exchange Commission (the SEC) on August 5, 2015 (the Registration Statement). The terms of the Notes are governed by an indenture, dated November 20, 2008, between Wyndham Worldwide and U.S. Bank National Association, as trustee (the Base Indenture), as supplemented and amended by the tenth supplemental indenture thereto, dated as of March 21, 2017 (the Tenth Supplemental Indenture and, together with the Base Indenture, the Indenture).
The 2024 Notes bear interest at a rate of 4.150% per year payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2017, which rate is subject to an interest rate adjustment upon the occurrence of certain credit rating events as described in the Indenture. The 2027 Notes bear interest at a rate of 4.500% per year payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2017, which rate is subject to an interest rate adjustment upon the occurrence of certain credit rating events as described in the Indenture.
The 2024 Notes are redeemable at any time prior to February 1, 2024 (2 months prior to the maturity date of the 2024 Notes) and the 2027 Notes are redeemable at any time prior to January 1, 2027 (3 months prior to the maturity date of the 2027 Notes), in whole or in part, at Wyndham Worldwides option, at a redemption price equal to the greater of (i) the sum of the principal being redeemed and (ii) a make-whole price specified in the Indenture and the Notes, plus, in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the redemption date.
The 2024 Notes are redeemable at any time on or after February 1, 2024 (2 months prior to the maturity date of the 2024 Notes), in whole or in part, at Wyndham Worldwides option, at a redemption price equal to 100% of the principal amount of the 2024 Notes being redeemed and the 2027 Notes are redeemable at any time on or after January 1, 2027 (3 months prior to the maturity date of the 2027 Notes), in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes being redeemed, plus, in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the redemption date.
If Wyndham Worldwide experiences a Change of Control Triggering Event (as defined in the Indenture), Wyndham Worldwide is required to offer to repurchase each series of Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase.
The Indenture 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 Worldwide or certain of its subsidiaries such that at least $50 million aggregate principal amount of indebtedness is accelerated which acceleration has not been rescinded or annulled within 30 days of notice, and events of bankruptcy, insolvency or reorganization affecting Wyndham Worldwide and certain of its subsidiaries. In the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated. The Indenture also contains covenants limiting the ability of Wyndham Worldwide and certain subsidiaries to incur debt secured by liens and to enter into sale and lease back transactions.
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 Indenture and the form of the Notes included therein. The Base Indenture was filed with the SEC on November 25, 2008 as Exhibit 4.2 to the shelf registration statement on Form S-3 (File No. 333-155676). The Tenth Supplemental Indenture, the form of 2024 Note and form of 2027 Note are filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.