Item 1.01. Entry into a Material Definitive Agreement.
Third Amendment (the “Third Amendment”) to the Credit Agreement, dated as of
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”). The Third Amendment, among other things,
provides for an incremental term loan of
Loan”), which was issued with an original issue discount of 97.5%. The Company
expects to use the net proceeds from the Incremental Term Loan, together with
cash on hand and revolving credit facility borrowings under the Credit
Agreement, to redeem, repurchase or repay all of its 3.90% secured notes due
The Incremental Term Loan has substantially the same terms as the outstanding
loans under the Credit Agreement, except, among other things, the Incremental
•bears interest at the Borrower’s option at a rate of (a) Base Rate (which is
the highest of Bank of America’s prime rate, the federal funds rate plus 0.50%,
and the Term SOFR (as defined in the Credit Agreement) one month rate, inclusive
of the SOFR Adjustment (defined as 0.10% per annum in the Credit Agreement),
plus 1.00% (subject in each case to a floor of 0.50%), plus an applicable rate
of 3.00%, or (b) the Term SOFR rate, inclusive of the SOFR Adjustment, plus an
applicable rate of 4.00% (subject to a floor of 0.50%);
•will mature on
•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 Incremental Term
Loan is made in connection with certain “repricing events” at any time during
the first six months after the closing date;
•amortizes in equal quarterly installments of 0.25% of the initial principal
amount of the Incremental Term Loan, starting with the first full fiscal quarter
after the closing date; and
•is subject to certain mandatory prepayments, subject to certain exceptions,
which are set forth in the Credit Agreement.
The description of the Third Amendment in this Current Report on Form 8-K (this
“Current Report”) is a summary and is qualified in its entirety by reference to
the complete terms of the Third Amendment included therein. The Third Amendment
is filed hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report is incorporated by
Item 7.01. Regulation FD Disclosure.
of the Incremental Term Loan. A copy of the press release is attached hereto as
The information set forth under Item 7.01 of this Current Report on Form 8-K
shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing made by the Company under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits Exhibit No. Description 10.1 Third Amendment to Credit Agreement, dated
December 14, 2022. 99.1 Press Release of Travel + Leisure Co.to Announce the Closing of the Incremental Term Loan, dated December 14, 2022. 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
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