TRAVEL & LEISURE CO. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a declarant, financial statements and exhibits (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement. Preview enabled November 18, 2021, Travel + Leisure Co. (the “Company”) and National Association of American Banks, as Trustee (the “Trustee”), entered into the Third Supplementary Trust Deed (the “Third Supplementary Trust Deed”) to the Deed, dated December 13, 2019 (the “Basic Deed” and, together with the Third Supplementary Deed, the “Deed”), in connection with the issue and sale of $ 650,000,000 total capital amount of 4.50% of senior covered bonds maturing in 2029 (the “Bonds”) at JP Morgan Securities LLC and certain other original purchasers (collectively, the “original purchasers”). The Company expects to use the net proceeds from the sale of the Notes, together with available cash, to redeem all of its 4.25% guaranteed notes due. March 2022 (the “2022 Securities”) and to pay the related fees and expenses.

Interest; Ranking; Guarantees The Notes bear interest at the rate of 4.50% per year payable semi-annually in arrears on June 1 and 1st December of each year, starting June 1, 2022. The Notes are senior secured obligations and have the same right of payment as existing and future senior indebtedness of the Company outstanding from time to time, including obligations under its credit agreement, as of May 31, 2018, with
Bank of America, NA., as administrative agent, the various lenders and issuers of letters of credit who are parties to it from time to time, and the other parties to it (as amended, restated, amended and restated, supplemented or otherwise amended from time to time, the “Credit Agreement”) (except to the extent of their collateral) and the 2022 Notes, the 3.90% Corporate Notes due 2023, the 5.65% Corporate Notes due 2024, the 6.60% Company Notes due 2025, the 6.625% Company Notes due 2026, the 6.00% Notes due 2027 and the 4.625% Company Notes due in 2030. The Notes are in fact senior senior to unsecured and junior senior claims against subsidiaries of the Company up to the value of the collateral securing the Notes to that subsidiary. To the extent that claims under the Notes exceed the value of the collateral securing the Notes, the Notes will be structurally subordinate to claims against subsidiaries of the Company, including commercial claims and claims under the collateral under the Agreement. credit. The Notes are structurally subordinate to all obligations of each of the Company’s subsidiaries in excess of the value of that subsidiary’s collateral securing the Notes, subject to authorized privileges, including claims relating to trade indebtedness.

Tickets are not guaranteed. However, the act provides that in the future, subsidiary guarantees may be added, released or terminated in certain circumstances.

Optional Redemption The Tickets are redeemable at any time before September 1, 2029 (three months before the maturity date of the Notes), in whole or in part, at the choice of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Redeemed Notes and (ii and) a “redemption” price specified in the trust indenture and the Notes, plus accrued and unpaid interest on the principal amount of the Notes redeemed up to, but not including, the redemption date.

Tickets are refundable at any time from September 1, 2029 (three months before the maturity date of the Notes), in whole or in part, at the Company’s choice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued interest and unpaid on the principal amount of the Redeemed Notes up to, but not including, the redemption date.

Change of Control Subject to certain limitations, in the event of an event triggering a Change of Control (as defined in the Indenture), the Company will be required to offer to repurchase the Notes at a price of 101%. their principal amount plus unpaid interest, if applicable, up to, but not including, the date of redemption.

Alliances; Events of Default The deed contains certain restrictive covenants, including, among others, restrictive covenants that restrict the ability of the Company and some of its subsidiaries to incur debts secured by lien and to enter into sale and leaseback transactions. . The deed also contains customary provisions for events of default, including for non-payment of principal or interest when due and payable, non-compliance with covenants or agreements in the deed or notes. and the failure to remedy or obtain a waiver of such default on notice, a default in respect of other debts of the Company or of certain of its subsidiaries such as at least $ 50 million
the aggregate principal amount of debt is accelerated, which acceleration has not been reversed or canceled within 30 days of notification, and bankruptcy, insolvency or reorganization events affecting the Company and some of its subsidiaries. In the event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated.

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Certain Relationships The original purchasers and their affiliates have engaged and may in the future engage in investment banking and other commercial lending services in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, the usual fees and commissions for these transactions. The Company expects to use the net proceeds from the sale of the Notes, together with available cash, to repurchase all of the Company’s outstanding 2022 Notes and pay related fees and expenses. Some of the original purchasers may hold the 2022 tickets and therefore may receive a portion of the proceeds from the ticket offering when the 2022 tickets are redeemed.

The description of the Notes and Deed in this current Report on Form 8-K (this “Current Report”) are summaries and are qualified in their entirety by reference to the full terms of the Deed and Form of note included therein. The Basic Deed, Third Supplementary Deed and Note Form are filed herein as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant. The information provided in section 1.01 of this current report is incorporated by reference herein.


Item 9.01.  Financial Statements and Exhibits.
d) Exhibits. The following exhibit is furnished with this report:


Exhibit No.                                          Description
4.1                  Indenture, dated December 13, 2019, between Wyndham Destinations, Inc. and
                   U.S. Bank National Association, as Trustee (incorporated by reference to
                   Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 13,
                   2019).
4.2*                 Third Supplemental Indenture, dated November 18, 2021, between Travel +
                   Leisure Co. and U.S. Bank National Association, as Trustee.
4.3*                 Form of 4.50% Note due 2029 (included in Exhibit 4.2).
104                Cover Page Interactive Data File (cover page XBRL tags are embedded within the
                   Inline XBRL document)


________________
* Filed with this report


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