Current Report Filing (8-k)

FALSE0001361658Travel & Leisure Co.00013616582023-03-302023-03-30

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): March 30, 2023

Travel + Leisure Co.
(Exact name of registrant as specified in its charter)

Delaware			001-32876			20-0052541
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification Number)

6277 Sea Harbor Drive
Orlando			Florida			32821
(Address of Principal Executive Offices)						(Zip Code)
			(407)			626-5200
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):

    ☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $0.01 par value per share			TNL			New York Stock Exchange

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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Item 1.01.     Entry into a Material Definitive Agreement.

On March 30, 2023, Travel + Leisure Co. (the “Borrower”) entered into the Fourth Amendment (the “Fourth Amendment” to the Credit Agreement, dated as of May 31, 2018 with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the several 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”). Pursuant to the terms of the Fourth Amendment, the Administrative Agent and the Borrower agreed to replace the London interbank offered rate-based interest rate applicable to borrowings under the Credit Agreement with a secured overnight financing rate-based interest rate, subject to the adjustments as specified in the Fourth Amendment.

The description of the Fourth 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 Fourth Amendment included therein. The Fourth Amendment is filed hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this item.

Item 9.01.    Financial Statements and Exhibits.

d) Exhibits. The following exhibit is furnished with this report:

Exhibit No.			Description
10.1			Fourth Amendment to Credit Agreement, dated March 30, 2023.
104			Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			TRAVEL + LEISURE CO.
			By: /s/ Thomas M. Duncan
			Name: Thomas M. Duncan
			Title: Chief Accounting Officer

 

Date: April 4, 2023