Wyndham Hotels & Resorts Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 24, 2024

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Wyndham Hotels & Resorts, Inc.

(Exact name of registrant as specified in charter)

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Registrant’s telephone number, including area code (973) 753-6000

 

None

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 

 

Amendment to the Credit Agreement

 

On May 24, 2024 (the “Closing Date”), Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a Fifth Amendment to the Credit Agreement dated May 30, 2018 (the “Amendment”), with Bank of America, N.A., as administrative agent, the several lenders from time to time party thereto, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

 

Pursuant to the Amendment, the Company replaced all existing Term B Loans under the Credit Agreement (the “Existing Term B Loans”) with repriced Term B Loans (the “Repriced Term B Loans”) in an aggregate principal amount of $1,135,420,000 and incurred additional Term B Loans in an aggregate principal amount of $400,000,000 (the “New Term B Loans,” and together with the Repriced Term B Loans, the “2024 Term B Loans”). The proceeds of the 2024 Term B Loans were used to replace all Existing 2023 Term B Loans outstanding immediately prior to the Closing Date, to pay the costs, fees and expenses related to the 2024 Term B Loans and for general corporate purposes, including the repayment of outstanding balances under the Company’s revolving credit facility.

 

The 2024 Term B Loans have substantially the same terms as the Existing Term B Loans under the Credit Agreement, except, among other things, the 2024 Term B Loans:

 

•	may be prepaid at any time, without prepayment premium or penalty, but is subject to a prepayment premium of 1.00% if a prepayment of the 2024 Term B Loans is made in connection with certain “repricing events” at any time during the first six months after the Closing Date.

The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

 

 

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

 

 

On May 28, 2024, the Company issued a press release regarding the Amendment. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

(d) Exhibits.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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