Wyndham Worldwide Corporation (NYSE:WYN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive
Agreement.

On March21, 2017, Wyndham Worldwide Corporation (Wyndham
Worldwide) issued $300 million aggregate principal amount of
4.150% Notes due 2024 (the 2024 Notes) and $400 million aggregate
principal amount of 4.500% Notes due 2027 (the 2027 Notes and
collectively with the 2024 Notes, the Notes) to its effective
shelf registration statement on FormS-3 (File No.333-206104), as
filed with the Securities and Exchange Commission (the SEC) on
August5, 2015 (the Registration Statement). The terms of the
Notes are governed by an indenture, dated November20, 2008,
between Wyndham Worldwide and U.S. Bank National Association, as
trustee (the Base Indenture), as supplemented and amended by the
tenth supplemental indenture thereto, dated as of March21, 2017
(the Tenth Supplemental Indenture and, together with the Base
Indenture, the Indenture).

The 2024 Notes bear interest at a rate of 4.150%per year payable
semi-annually in arrears on April1 and October1 of each year,
commencing October1, 2017, which rate is subject to an interest
rate adjustment upon the occurrence of certain credit rating
events as described in the Indenture. The 2027 Notes bear
interest at a rate of 4.500%per year payable semi-annually in
arrears on April1 and October1 of each year, commencing October1,
2017, which rate is subject to an interest rate adjustment upon
the occurrence of certain credit rating events as described in
the Indenture.

The 2024 Notes are redeemable at any time prior to February1,
2024 (2 months prior to the maturity date of the 2024 Notes) and
the 2027 Notes are redeemable at any time prior to January1, 2027
(3 months prior to the maturity date of the 2027 Notes), in whole
or in part, at Wyndham Worldwides option, at a redemption price
equal to the greater of (i)the sum of the principal being
redeemed and (ii)a make-whole price specified in the Indenture
and the Notes, plus, in each case, accrued and unpaid interest on
the principal amount of the Notes being redeemed to, but
excluding, the redemption date.

The 2024 Notes are redeemable at any time on or after February1,
2024 (2 months prior to the maturity date of the 2024 Notes), in
whole or in part, at Wyndham Worldwides option, at a redemption
price equal to 50% of the principal amount of the 2024 Notes
being redeemed and the 2027 Notes are redeemable at any time on
or after January1, 2027 (3 months prior to the maturity date of
the 2027 Notes), in whole or in part, at a redemption price equal
to 50% of the principal amount of the 2027 Notes being redeemed,
plus, in each case, accrued and unpaid interest on the principal
amount of the Notes being redeemed to, but excluding, the
redemption date.

If Wyndham Worldwide experiences a Change of Control Triggering
Event (as defined in the Indenture), Wyndham Worldwide is
required to offer to repurchase each series of Notes at a price
of 101% of their principal amount plus accrued and unpaid
interest, if any, to the date of repurchase.

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 and certain subsidiaries to incur
debt secured by liens and to enter into sale and lease back
transactions.

The description of the Notes and the Indenture in this Current
Report on Form8-K (this Current Report) are summaries and are
qualified in their entirety by reference to the Indenture and the
form of the Notes included therein. The Base Indenture was filed
with the SEC on November25, 2008 as Exhibit4.2 to the shelf
registration statement on FormS-3 (File No.333-155676). The Tenth
Supplemental Indenture, the form of 2024 Note and form of 2027
Note are filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively,
and are incorporated by reference herein.

Item2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

The information provided in Item1.01 with respect to Wyndham
Worldwides issuance of the Notes is incorporated by reference
herein.

About Wyndham Worldwide Corporation (NYSE:WYN)

Wyndham Worldwide Corporation is a hospitality company. The Company offers a range of hospitality services and products through its global portfolio of brands. The Company operates through three segments: Hotel Group, Destination Network and Vacation Ownership. The Hotel Group segment has approximately 7,800 hotels and over 678,000 hotel rooms around the world. The Destination Network segment has over 112,000 vacation accommodations, located in approximately 100 countries. The Vacation Ownership segment has over 220 resorts and approximately 897,000 owners. Its brands include Wyndham Hotels and Resorts, Ramada, Days Inn, Super 8, Howard Johnson, Wingate by Wyndham, Microtel Inns & Suites by Wyndham, TRYP by Wyndham, Dolce Hotels and Resorts, RCI, Landal GreenParks, Novasol, Hoseasons, cottages.com, James Villa Holidays, Wyndham Vacation Rentals, Wyndham Vacation Resorts, Shell Vacations Club and WorldMark by Wyndham.

Wyndham Worldwide Corporation (NYSE:WYN) Recent Trading Information

Wyndham Worldwide Corporation (NYSE:WYN) closed its last trading session down -1.57 at 82.39 with 811,928 shares trading hands.