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Form 8-K



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934




Date of report (Date of earliest event reported) March 17, 2020


Wyndham Hotels & Resorts,Inc.

(Exact Name of Registrant as Specified in Charter)


(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


22 Sylvan Way
Parsippany, NJ
(Address of Principal
Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code (973) 753-6000



(Former Name or Former Address,

if Changed Since Last Report)


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   WH   New York Stock Exchange


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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 8.01. Other Events.


As previously disclosed, on May 30, 2018, Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a Credit Agreement that provides for senior secured credit facilities in an aggregate principal amount of $2.35 billion, consisting of (i) a term loan in an aggregate principal amount of $1.6 billion maturing in May 2025 and (ii) a revolving credit facility in an aggregate principal amount of $750 million maturing in May 2023. The material terms of the Credit Agreement are described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2018, which description is incorporated by reference herein.


As of February 29, 2020, $15 million of the revolving credit facility was utilized for outstanding letters of credit in the normal course. As of March 17, 2020, the Company has provided notice to its lenders to borrow the remaining available amount under its revolving credit facility so that a total of $750 million of the revolving credit facility will be utilized and will have borrowings of $735 million as of the receipt of funds. Additionally, the Company has temporarily suspended its share repurchase activities. These actions are precautionary measures to preserve financial flexibility in light of the current uncertainty in the global economy resulting from the novel coronavirus pandemic (“COVID-19”).


This report contains “forward-looking statements” within the meaning of federal securities laws, including statements regarding COVID-19. Forward-looking statements include those that convey management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general economic conditions, the performance of financial and credit markets, the economic environment for the hospitality industry, operating risks associated with the hotel franchising and management businesses, the impact of war, terrorist activity or political strife, concerns with or threats of pandemics, contagious diseases or health epidemics, including COVID-19, risks related to the acquisition of La Quinta and the Company’s relationship with CorePoint Lodging, risks related to the Company’s ability to obtain financing and the terms of such financing and the timing and amount of future share repurchases and dividends, as well as the risks described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, subsequent events or otherwise.







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.


Date:  March 17, 2020 By: /s/ Paul F. Cash
    Paul F. Cash
    General Counsel, Chief Compliance Officer and Corporate Secretary