Travel & LEISURE CO. : Entry into a Content Definitive Agreement, Development of a Immediate Economic Obligation or an Obligation less than an Off-Stability Sheet Arrangement of a Registrant, Financial Statements and Reveals (variety 8-K)


Item 1.01. Entry into a Content Definitive Arrangement.
On November 18, 2021, Travel + Leisure Co. (the “Corporation”) and U.S. Bank
National Affiliation
, as trustee (the “Trustee”), entered into the third
supplemental indenture (the “Third Supplemental Indenture”) to the indenture,
dated December 13, 2019 (the “Base Indenture” and, jointly with the 3rd
Supplemental Indenture, the “Indenture”), in relationship with the issuance and
sale of $650,000,000 combination principal quantity of 4.50% senior secured notes
because of 2029 (the “Notes”) to J.P. Morgan Securities LLC and sure other original
purchasers (collectively, the “Initial Purchasers”). The Business expects to use
the internet proceeds from the sale of the Notes, alongside one another with dollars on hand, to
redeem all of its 4.25% secured notes because of March 2022 (the “2022 Notes”) and to
pay out the connected fees and costs.

Curiosity Position Guarantees
The Notes bear curiosity at a rate of 4.50% per 12 months payable semi-on a yearly basis in
arrears on June 1 and December 1 of each yr, commencing June 1, 2022. The
Notes are senior secured obligations and are equal in suitable of payment with the
Firm’s present and long run senior indebtedness from time to time superb,
like obligations below its Credit history Agreement, dated as of Could 31, 2018, with
Lender of The united states, N.A., as administrative agent, the several loan providers and letter
of credit history issuers from time to time party thereto, and the other events thereto
(as amended, restated, amended and restated, supplemented or if not modified
from time to time, the “Credit rating Settlement”) (apart from to the extent of any
guarantees thereof) and the 2022 Notes, the Firm’s 3.90% Notes due 2023, the
Company’s 5.65% Notes due 2024, the Company’s 6.60% Notes thanks 2025, the
Company’s 6.625% Notes thanks 2026, the Firm’s 6.00% Notes because of 2027 and the
Company’s 4.625% Notes owing 2030. The Notes are properly senior to unsecured
and junior lien statements towards the Firm’s subsidiaries to the extent of the
benefit of the collateral securing the Notes at these types of subsidiary. To the extent the
promises less than the Notes exceed the value of collateral securing the Notes, the
Notes will be structurally subordinated to statements towards the Company’s
subsidiaries, like trade claims and claims below the ensures on the
Credit score Settlement. The Notes are structurally subordinated to all obligations of
each individual of the Company’s subsidiaries in surplus of the worth of the collateral of
such subsidiary securing the Notes, topic to permitted liens, which includes claims
with respect to trade payables.

The Notes are not assured. Having said that, the Indenture delivers that in the
foreseeable future, subsidiary assures may possibly be included, released, or terminated less than
selected conditions.

Optional Redemption
The Notes are redeemable at any time prior to September 1, 2029 (3 months
prior to the maturity date of the Notes), in full or in portion, at the Firm’s
option, at a redemption price tag equal to the better of (i) 100% of the principal
quantity of the Notes currently being redeemed and (ii) a “make-complete” cost specified in
the Indenture and the Notes, in addition accrued and unpaid curiosity on the principal
quantity of the Notes becoming redeemed to, but not which include, the redemption day.

The Notes are redeemable at any time on or immediately after September 1, 2029 (three months
prior to the maturity date of the Notes), in whole or in aspect, at the Firm’s
possibility, at a redemption cost equal to 100% of the principal amount of money of the Notes
becoming redeemed, moreover accrued and unpaid curiosity on the principal quantity of the
Notes staying redeemed to, but not like, the redemption date.

Alter of Control
Topic to selected limits, in the party of a Adjust of Management Triggering
Celebration (as defined in the Indenture), the Enterprise will be necessary to provide to
repurchase the Notes at a selling price of 101% of their principal quantity in addition accrued
and unpaid interest, if any, to, but not like, the day of repurchase.

Covenants Events of Default
The Indenture contains selected covenants, which includes, among other folks, covenants
that restrict the skill of the Firm and specified of its subsidiaries to
incur debt secured by liens and to enter into sale and leaseback transactions.
The Indenture also is made up of customary provisions for occasions of default including
for failure to spend principal or curiosity when due and payable, failure to comply
with covenants or agreements in the Indenture or the Notes and failure to treatment
or receive a waiver of these types of default on see, a default underneath other financial debt of
the Firm or sure of its subsidiaries this sort of that at the very least $50 million
aggregate principal sum of indebtedness is accelerated, which acceleration
has not been rescinded or annulled in just 30 days of detect, and activities of
personal bankruptcy, insolvency or reorganization influencing the Company and selected of
its subsidiaries. In the circumstance of an function of default, the principal sum of
the Notes in addition accrued and unpaid desire may perhaps be accelerated.


Selected Associations
The Preliminary Purchasers and their affiliate marketers have engaged in, and may in the
future engage in, investment decision banking and other professional lending companies in
the regular class of business enterprise with the Business or its affiliate marketers. They have
gained, or could in the potential receive, customary charges and commissions for these
transactions. The Corporation expects to use the internet proceeds from the sale of the
Notes, together with funds on hand, to redeem all of the Firm’s exceptional
2022 Notes and to shell out the associated fees and costs. Sure of the Original
Purchasers may maintain the 2022 Notes and thus might receive a portion of the
proceeds from the Notes offering on the redemption of the 2022 notes

The description of the Notes and the Indenture in this Existing Report on Variety
8-K (this “Existing Report”) are summaries, and are experienced in their entirety
by reference to the full conditions of the Indenture and the variety of Note
involved therein. The Foundation Indenture, the 3rd Supplemental Indenture and the
sort of Take note are filed hereto as Reveals 4.1, 4.2 and 4.3, respectively, and
are included by reference herein.

Item 2.03. Creation of Immediate Fiscal Obligation or an Obligation under an
Off-Equilibrium Sheet Arrangement of a Registrant.
The information and facts presented in Item 1.01 of this Existing Report is included by
reference herein..

Product 9.01.  Financial Statements and Displays.
d) Exhibits. The next exhibit is furnished with this report:

Show No.                                          Description
4.1                  Indenture, dated December 13, 2019, amongst Wyndham Destinations, Inc. and
                   U.S. Financial institution Countrywide Affiliation, as Trustee (integrated by reference to
                   Exhibit 4.1 to the Company's Present Report on Variety 8-K filed on December 13,
4.2*                 Third Supplemental Indenture, dated November 18, 2021, concerning Journey +
                   Leisure Co. and U.S. Financial institution National Association, as Trustee.
4.3*                 Variety of 4.50% Take note thanks 2029 (bundled in Show 4.2).
104                Protect Website page Interactive Info File (cover webpage XBRL tags are embedded inside of the
                   Inline XBRL document)

* Submitted with this report


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