UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 27, 2008
Wyndham Worldwide Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-32876
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20-0052541 |
| (State or Other Jurisdiction
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(Commission File No.)
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(I.R.S. Employer |
| of Incorporation)
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Identification Number) |
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| Seven Sylvan Way
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07054 |
| Parsippany, NJ
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(Zip Code) |
| (Address of Principal |
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| Executive Office) |
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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)
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)) |
Item 1.01. Entry into a Material Definitive Agreement.
New Timeshare Receivables Term Financing
On June 27, 2008, Wyndham Worldwide Corporation’s subsidiary Sierra Timeshare 2008-2 Receivables
Funding, LLC (the “Issuer”) issued $450,000,000 aggregate principal amount of Vacation Timeshare
Loan Backed Notes with a cost of funds, excluding transaction fees, of 7.15%. The notes were
issued under the Indenture and Servicing Agreement, dated as of June 26, 2008, by and among the
Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as
Trustee, and U.S. Bank National Association, as Collateral Agent (the “Indenture”). The notes are
secured under the Indenture primarily by a pool of pledged loans, each relating to the financing of
one or more vacation ownership interests by a consumer, and related pledged assets. A copy of the
Indenture is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Certain of the purchasers of the notes, the Trustee and the Collateral Agent, and their respective
affiliates, have performed and may in the future perform, various commercial banking, investment
banking and other financial advisory services for us and our subsidiaries for which they have
received, and will receive, customary fees and expenses. Certain purchasers of the notes are, or
are affiliates of, one or more entities who also serve as investors, or as administrators of
investors, with respect to asset-backed commercial paper conduits that hold Secured Variable
Funding Notes, issued by our Sierra Timeshare Conduit Receivables Funding Company, LLC subsidiary,
which were partially or fully repaid with the proceeds from the sale of the notes.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 1.01 is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibit index appears on the page immediately following the signature page of
this report.