On February 27, 2026, Wyndham Hotels & Resorts, Inc. the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (the ?Trustee?), entered into the Seventh Supplemental Indenture to the Indenture, dated April 13, 2018 (the ?Base Indenture? and, together with the Seventh Supplemental Indenture, the ?Indenture?), in connection with the issuance and sale of $650,000,000 aggregate principal amount of 5.625% senior notes due 2033 (the ?Notes?) to J.P. Morgan Securities LLC and certain other initial purchasers. The Offering was completed on February 27, 2026.
The Company used the net proceeds from the sale of the Notes to repay all of the outstanding borrowings under its term loan A and under its revolving credit facility, to pay related fees and expenses and for general corporate purposes. The Notes bear interest at a rate of 5.625% per year payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2026. The Notes and the related guarantees are senior unsecured obligations and are equal in right of payment with the Company?s existing and future senior indebtedness from time to time outstanding, including borrowings under the Company?s credit facilities and the Company?s 4.375% Notes due 2028.
The Notes and the related guarantees are effectively senior in right of payment to the Company?s existing and future subordinated indebtedness. The Notes and the related guarantees are effectively subordinated in right of payment to any secured indebtedness, including indebtedness outstanding under the credit facilities, to the extent of the value of the assets securing such indebtedness and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Company?s non-guarantor subsidiaries. The Notes are guaranteed fully and unconditionally, and jointly and severally, on a senior unsecured basis by certain of the Company?s domestic wholly owned restricted subsidiaries that guarantee the Company?s obligations under its credit facilities.
The Notes are redeemable at any time prior to March 1, 2029 in whole or in part, at the Company?s option, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) a ?make-whole? price specified in the Indenture and the Notes, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption date. In addition, at any time prior to March 1, 2029 the Company may, at its option, redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings, at the redemption price specified in the Indenture.
The Notes are redeemable at any time on or after March 1, 2029 in whole or in part, at the Company?s option, at the redemption prices set forth in the Indenture (in each case together with accrued and unpaid interest on the principal amount of the Notes being redeemed to, but not including, the redemption date.): at any time on and after March 1, 2029, 102.813%; at any time on and after March 1, 2030, 101.406%; and at any time on and after March 1, 2031, 100.000%. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the Notes at a price of 101.000% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
