$650M Wyndham (NYSE: WH) 5.625% senior notes to refinance credit lines
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Wyndham Hotels & Resorts, Inc. plans a private offering of $650 million aggregate principal amount of 5.625% Senior Notes due 2033. The notes will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, with closing expected on February 27, 2026.
The company intends to use the net proceeds to repay all outstanding borrowings under its term loan A and revolving credit facility, to pay related fees and expenses and for general corporate purposes. The notes will be guaranteed by certain domestic restricted subsidiaries that already guarantee Wyndham’s credit facilities and existing notes.
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Insights
Wyndham refinances $650M through new 5.625% 2033 notes.
Wyndham Hotels & Resorts is issuing $650 million of 5.625% Senior Notes due 2033 in a private offering to institutional and certain offshore investors. The notes will be guaranteed by domestic restricted subsidiaries that already back its credit facilities and existing notes.
The company plans to use net proceeds to repay all borrowings under its term loan A and revolving credit facility, plus related fees and expenses, with any remainder for general corporate purposes. This shifts debt from bank facilities to long-term bonds, potentially extending maturity and diversifying funding, while overall impact depends on existing terms and leverage.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 24, 2026
(Exact name of registrant as specified in charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (973 ) 753-6000
None
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Other Events.
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On February 24, 2026, Wyndham Hotels & Resorts, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named in Schedule I thereto (collectively, the “Initial Purchasers”), in connection with the offer and sale of $650 million aggregate
principal amount of the Company’s 5.625% Notes due 2033 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.
The Purchase Agreement contains customary representations, warranties and covenants by the Company, together with customary closing conditions. Under
the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities. The Offering is expected to close on February 27, 2026, in accordance with the terms of the Purchase Agreement.
The Company intends to use the net proceeds of the Offering 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.
This Current Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell
any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, or solicitation to buy, if at all, will be made only by means of a confidential offering
memorandum. This Current Report does not constitute a notice of repayment of outstanding indebtedness under the Company’s revolving credit facility.
A copy of the press release announcing the launch of the Offering is attached hereto as Exhibit 99.1 and a copy of the press release
announcing the pricing of the Notes is attached hereto as Exhibit 99.2 and each is incorporated by reference herein.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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99.1
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Press Release of Wyndham Hotels & Resorts, Inc. to Announce the Offering Launch, dated February 24, 2026.
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99.2
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Press Release of Wyndham Hotels & Resorts, Inc. to Announce the Offering Pricing, dated February 24, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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.
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WYNDHAM HOTELS & RESORTS, INC.
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Date: February 24, 2026
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By:
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/s/ Paul F. Cash
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Paul F. Cash
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General Counsel and Corporate Secretary
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Exhibit 99.1
WYNDHAM HOTELS & RESORTS ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING
PARSIPPANY, N.J., February 24, 2026 – Wyndham Hotels & Resorts, Inc. (NYSE: WH)
(the “Company”) announced today that it intends to offer $650 million aggregate principal amount of Senior Notes due 2033 (the “Notes”). The Company intends to use the net proceeds of the offering 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 will be guaranteed by certain of the Company’s domestic restricted subsidiaries that guarantee its outstanding credit
facilities and its existing notes.
The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes and the related guarantees will be offered, by the
initial purchasers, only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions
in accordance with Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the Notes or the related guarantees or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of
franchised properties, with over 8,300 hotels across approximately 100 countries on six continents. Through its network of approximately 869,000 franchised and affiliated rooms appealing to the everyday traveler, Wyndham commands a
leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®, Registry Collection Hotels®, Trademark Collection® and
Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers over 122 million enrolled members the opportunity to redeem points at thousands of hotels,
vacation club resorts and vacation rentals globally.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the
federal securities laws, including statements related to the Notes offering and the use of proceeds therefrom. Forward-looking statements are any statements other than statements
of historical fact, including those that convey management's expectations as to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as "will," "expect," "believe,"
"plan," "anticipate," "predict," "intend," "goal," "future," "forward," "remain," "confident," "outlook," "guidance," "target," "objective," "estimate," "projection" and similar words or expressions, including the negative version of such words and
expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham 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 press release.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general
economic conditions, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance
of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; Wyndham's relationships with franchisees; the ability of franchisees to pay back loans owed
to Wyndham; the impact of prior or any future impairment charges related to the credit Wyndham extends to its franchisees; the impact of war, terrorist activity, political instability or political strife; global or regional health crises or
pandemics including the resulting impact on Wyndham's business, operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and possible
restrictions on travel; Wyndham's ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to Wyndham's ability to
obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham's ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described
in Wyndham'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. These risks and uncertainties are not the only ones Wyndham may face
and additional risks may arise or become material in the future. Wyndham undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as
required by law.
# # #
Contacts
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Investors:
Matt Capuzzi
Senior Vice President, Investor Relations
973 753-6453
ir@wyndham.com
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Media:
Maire Griffin
Senior Vice President, Global Communications
973 753-6590
WyndhamHotelsNews@wyndham.com
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Exhibit 99.2
WYNDHAM HOTELS & RESORTS ANNOUNCES PRICING OF SENIOR NOTES OFFERING
PARSIPPANY, N.J., February 24, 2026 – Wyndham Hotels & Resorts, Inc. (NYSE: WH) (the “Company”) announced today the pricing of its offering of $650 million aggregate principal
amount of 5.625% Senior Notes due 2033 (the “Notes”). The offering is expected to close on February 27, 2026, subject to customary closing and market conditions, and the Company intends to use the net proceeds of the offering 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 will be guaranteed by certain
of the Company’s domestic restricted subsidiaries that guarantee its outstanding credit facilities and its existing notes.
The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), any state securities laws or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes and the related guarantees will be offered, by the
initial purchasers, only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore
transactions in accordance with Regulation S under the Securities Act.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the Notes or the related guarantees or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of franchised properties, with over 8,300 hotels across approximately 100 countries on six continents. Through its network of approximately 869,000 franchised and affiliated rooms appealing to the everyday traveler, Wyndham commands a
leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 25 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, ECHO Suites®,
Registry Collection Hotels®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers over 122 million enrolled members the opportunity to
redeem points at thousands of hotels, vacation club resorts and vacation rentals globally.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements related to the Notes offering and the use of proceeds therefrom. Forward-looking statements are any statements other than
statements of historical fact, including those that convey management's expectations as to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as "will," "expect,"
"believe," "plan," "anticipate," "predict," "intend," "goal," "future," "forward," "remain," "confident," "outlook," "guidance," "target," "objective," "estimate," "projection" and similar words or expressions, including the negative version of
such words and expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham 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 press release.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, general
economic conditions, including inflation, higher interest rates and potential recessionary pressures, which may impact decisions by consumers and businesses to use travel accommodations; global trade disputes, including with China; the performance
of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising business; Wyndham's relationships with franchisees; the ability of franchisees to pay back loans owed
to Wyndham; the impact of prior or any future impairment charges related to the credit Wyndham extends to its franchisees; the impact of war, terrorist activity, political instability or political strife; global or regional health crises or
pandemics including the resulting impact on Wyndham's business, operations, financial results, cash flows and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and possible
restrictions on travel; Wyndham's ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to Wyndham's ability to
obtain financing and the terms of such financing, including access to liquidity and capital; and Wyndham's ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described
in Wyndham'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. These risks and uncertainties are not the only ones Wyndham may face
and additional risks may arise or become material in the future. Wyndham undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as
required by law.
# # #
Contacts
|
Investors:
Matt Capuzzi
Senior Vice President, Investor Relations
973 753-6453
ir@wyndham.com
|
Media:
Maire Griffin
Senior Vice President, Global Communications
973 753-6590
WyndhamHotelsNews@wyndham.com
|
FAQ
What did Wyndham Hotels & Resorts (WH) announce in this 8-K filing?
Wyndham Hotels & Resorts announced a private offering of $650 million of 5.625% Senior Notes due 2033. The notes will be sold to qualified institutional buyers and certain non-U.S. investors, with proceeds used primarily to repay existing term loan A and revolving credit facility borrowings.
What are the key terms of Wyndham (WH) new Senior Notes due 2033?
The new Wyndham Senior Notes have an aggregate principal amount of $650 million and a coupon of 5.625%, maturing in 2033. They will be issued in a private offering and guaranteed by certain domestic restricted subsidiaries that already guarantee Wyndham’s outstanding credit facilities and existing notes.
How will Wyndham Hotels & Resorts (WH) use the $650 million notes proceeds?
Wyndham intends to use net proceeds from the $650 million 5.625% Senior Notes to repay all outstanding borrowings under its term loan A and revolving credit facility. Remaining funds will cover related fees and expenses and support general corporate purposes, effectively refinancing existing bank debt.
When is the Wyndham (WH) $650 million notes offering expected to close?
The $650 million offering of Wyndham’s 5.625% Senior Notes due 2033 is expected to close on February 27, 2026. Completion is subject to customary closing and market conditions as outlined in the purchase agreement with the initial purchasers led by J.P. Morgan Securities LLC.
Who can buy Wyndham Hotels & Resorts (WH) new Senior Notes?
The notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. investors in offshore transactions under Regulation S. They are not registered under the Securities Act or applicable state securities laws.
Are Wyndham (WH) new 5.625% notes registered with the SEC?
No, the $650 million 5.625% Senior Notes and related guarantees are not registered under the Securities Act or state securities laws. They may only be offered or sold in the United States under an exemption from, or in a transaction not subject to, those registration requirements.
Filing Exhibits & Attachments
5 documents
Wyndham Hotels & Resorts Inc