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) February 23, 2011
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 |
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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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| 22 Sylvan Way
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| Parsippany, NJ
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07054 |
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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.
On
March 1, 2011, Wyndham Worldwide Corporation (“Wyndham Worldwide”) issued $250 million
aggregate principal amount of 5.625% notes due 2021 (the
“Notes”) pursuant to its effective shelf
registration statement on Form S-3 (File No. 333-155676), as filed with the Securities and Exchange
Commission (the “SEC”) on November 25, 2008 (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 fifth supplemental indenture thereto, dated March 1, 2011
(the “Fifth Supplemental Indenture,” together with the
Base Indenture, the “Indenture”).
The Notes bear interest at
a rate of 5.625% per year payable semi-annually in arrears on
March 1 and September 1
of each year, commencing September 1, 2011. The Notes are redeemable at any time prior to maturity at
a redemption price equal to the sum of the principal being redeemed,
accrued and unpaid interest and a “make-whole” premium specified in the Notes. If Wyndham
Worldwide experiences a Change of Control Triggering Event (as defined in the Indenture), Wyndham Worldwide is required to offer to repurchase the
Notes at 101% of their principal amount plus accrued and
unpaid interest, if any, to the date of purchase.
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 to incur debt secured by liens and to
enter into sale and lease back transactions.
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| Item 2.03. |
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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 with respect to Wyndham Worldwide’s issuance of
the Notes is incorporated by reference herein.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 22, 2011, the Board of Directors of Wyndham Worldwide approved the change of its
registered agent from Corporation Service Company to Corporate Creations Network Inc. On March 2,
2011, Wyndham Worldwide filed a Certificate of Change of Location of Registered Office and
Registered Agent with the Secretary of State of the State of Delaware to change its registered
agent to Corporate Creations Network Inc. The Certificate of Change of Location of Registered
Office and Registered Agent as filed with the Secretary of State of the State of Delaware is filed
as an exhibit hereto and is incorporated by reference herein.
Item 8.01. Other Events.
On
February 23, 2011, Wyndham Worldwide entered into an
underwriting agreement (the “Underwriting Agreement”) with
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, with
respect to the issuance and sale of the Notes.
On
February 23, 2011, Wyndham Worldwide issued a press release to
announce the issuance of the Notes.
The
description of the Underwriting Agreement, the Notes and the Indenture in this report are summaries and are qualified
in their entirety by reference to the Underwriting Agreement, the Indenture and the form of the Note included therein. The
Base Indenture was filed with the SEC as Exhibit 4.2 to the Registration Statement. The Underwriting Agreement,
the Fifth Supplemental Indenture and the form of Note are filed as exhibits hereto and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated
February 23, 2011, among Wyndham Worldwide Corporation and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein. |
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4.1
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Fifth Supplemental Indenture, dated
March 1, 2011, between Wyndham Worldwide
Corporation and U.S. Bank National Association, as Trustee. |
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4.2
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Form of Note (included in Exhibit 4.1). |
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99.1
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Certificate of Change of Location
of Registered Office and Registered Agent. |
SIGNATURE
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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WYNDHAM WORLDWIDE CORPORATION
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| Date: March 2, 2011 |
By: |
/s/ Thomas G. Conforti
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Thomas G. Conforti |
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Chief Financial Officer |
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WYNDHAM WORLDWIDE CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated February 23, 2011
EXHIBIT INDEX
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated
February 23, 2011, among Wyndham Worldwide Corporation and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein. |
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4.1
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Fifth Supplemental Indenture, dated
March 1, 2011, between Wyndham Worldwide
Corporation and U.S. Bank National Association, as Trustee. |
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4.2
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Form of Note (included in Exhibit 4.1). |
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99.1
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Certificate of Change of Location of Registered Office and Registered Agent |