WYNDHAM HOTELS & RESORTS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Credit Agreement

On April 8, 2022 (the “Closing Date”), Wyndham Hotels & Resorts, Inc. has entered into a Third Amendment to the Credit Agreement dated May 30, 2018 (the “Amendment”), with Bank of America, North America., as administrative agent, the various lenders party thereto from time to time, and the other parties hereto (as amended, updated, amended and updated, supplemented or otherwise amended from time other, the “Credit Agreement”), which, prior to giving effect to the Amendment, provides for senior secured credit facilities in an aggregate principal amount of $2.35 billionconsisting of (i) a Term Loan Facility B in an aggregate principal amount of $1.6 billion mature in May 2025 and (ii) a revolving credit facility in the aggregate principal amount of $750 million
mature in May 2023.

The Amendment extends the maturity of the current $750 million revolving credit facility at April 2027. The reference rate applicable to the revolving credit facility changed from LIBOR to Term SOFR. The interest rate margins applicable to the revolving credit facility and the term loan facility B are unchanged. The Amendment also provides for a new senior secured Term Loan A Facility (the “Term Loan A Facility”) in an aggregate principal amount of $400 million mature in April 2027, the proceeds of which will be used to repay a portion of the existing Term Loan Facility B. The annual interest rate applicable to the term loan facility A is equal to the term SOFR plus the same interest rate margin applicable to the revolving credit facility. The term SOFR relating to the Term Loan Facility A and the Revolving Credit Facility is subject to a “floor” of 0.00%.

With this amendment, the Company extended both the term of its revolving credit facility by four years and the term of $400 million of two-year term debt, with no additional interest charges.

Term Loan Facility A will be subject to the same provisions and prepayment covenants applicable to the existing Term Loan Facility B, subject to customary exceptions and limitations, and will be subject to quarterly amortization of principal as follows: (i ) 0.0% per annum of the initial aggregate principal amount of Term Loan Facility A during the first year following the closing date, (ii) 5.0% per annum of the aggregate initial principal amount of the Term Loan Facility A payable in equal quarterly installments during the second and third year following the Closing Date and (ii) 7.5% per annum of the original aggregate principal amount of Term Loan Facility A payable in installments equal quarterly payments in the fourth and fifth years following the closing date, with final payments of all outstanding amounts, plus accrued interest, being due on the due date (e.g. April 2027).

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

Section 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

Information included in Section 1.01 of this Current Report is incorporated by reference into this Section 2.03.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits. The following exhibit is provided with this report:

Exhibit No.      Description
  Exhibit 10.1     Third Amendment, dated as of April 8, 2022, to the Credit
                 Agreement, dated as of May 30, 2018, as amended by the First
                 Amendment, dated as of April 30, 2020, and the Second Amendment,
                 dated as of August 10, 2020, with Bank of America, N.A., as
                 administrative agent, the several lenders from time to time party
                 thereto, and the other parties thereto.
Exhibit 104      Cover Page Interactive Data File - the cover page interactive data
                 file does not appear in the Interactive Data File because its XBRL
                 tags are embedded within the Inline XBRL document.

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