Wyndham Hotels & Resorts Enters Material Agreement

TL;DR

Wyndham Hotels just signed a big deal, filing an 8-K on 5/24. Financial obligations involved.

AI Summary

Wyndham Hotels & Resorts, Inc. entered into a Material Definitive Agreement on May 24, 2024, related to a financial obligation. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in Parsippany, New Jersey.

Why It Matters

This filing indicates a significant new agreement for Wyndham Hotels & Resorts, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Parsippany, New Jersey (location) — Address of principal executive offices
• 973-753-6000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share WH NYSE Indicate by che
• $1,135,420,000 — ") in an aggregate principal amount of $1,135,420,000 and incurred additional Term B Loans in
• $400,000,000 — ans in an aggregate principal amount of $400,000,000 (the " New Term B Loans ," and together

Filing Documents

• ef20029982_8k.htm (8-K) — 38KB
• ef20029982_ex10-1.htm (EX-10.1) — 1611KB
• ef20029982_ex99-1.htm (EX-99.1) — 14KB
• image00001.jpg (GRAPHIC) — 5KB
• 0001140361-24-027540.txt ( ) — 2152KB
• wh-20240524.xsd (EX-101.SCH) — 4KB
• wh-20240524_lab.xml (EX-101.LAB) — 21KB
• wh-20240524_pre.xml (EX-101.PRE) — 16KB
• ef20029982_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. 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: bear interest at the Borrower's option at a rate of (a) Base Rate (as defined in the Credit Agreement), plus an applicable rate of 0.75% or (b) Term SOFR, plus an applicable rate of 1.75%; and 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

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

01

Item 7.01. Regulation FD Disclosure. 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 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. 2

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 10.1 Fifth Amendment, dated as of May 24, 2024, to the Credit Agreement, dated as of May 30, 2018, as amended by the First Amendment, dated as of April 30, 2020, the Second Amendment, dated as of August 10, 2020, the Third Amendment, dated as of April 8, 2022, and the Fourth Amendment, dated as of May 25, 2023, with Bank of America, N.A., as administrative agent, the several lenders from time to time party thereto, and the other parties thereto. Exhibit 99.1 Press Release of Wyndham Hotels & Resorts, Inc. dated May 28, 2024. 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. 3

SIGNATURES

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. WYNDHAM HOTELS & RESORTS, INC. Date: May 28, 2024 By: /s/ Paul F. Cash Paul F. Cash General Counsel and Corporate Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR