Form 8-K

WYNDHAM WORLDWIDE CORPORATION

Date: December 3, 2013

/s/ Nicola Rossi

Nicola Rossi

Chief Accounting Officer

0001193125-13-460794.txt : 20131203 0001193125-13-460794.hdr.sgml : 20131203 20131203172733 ACCESSION NUMBER: 0001193125-13-460794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131203 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20131203 DATE AS OF CHANGE: 20131203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNDHAM WORLDWIDE CORP CENTRAL INDEX KEY: 0001361658 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 200052541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32876 FILM NUMBER: 131255354 BUSINESS ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-428-9700 MAIL ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 8-K 1 d639187d8k.htm FORM 8-K Form 8-K

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) December 3, 2013 (December 3, 2013)

Wyndham Worldwide Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

1-32876

20-0052541

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(Commission

File Number)

22 Sylvan Way

Parsippany, NJ

07054

(Address of Principal Executive Offices)

(Zip Code)

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:

¨	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))

Item 2.03.

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

On December 3, 2013, Wyndham Global Finance PLC (the “Issuer”), a wholly owned subsidiary of Wyndham Worldwide Corporation (the “Company”), commenced a new European commercial paper program (the “Program”) on a private placement basis under which the Issuer may issue from time to time unsecured commercial paper notes, guaranteed by the Company (the “Notes”), up to a maximum aggregate amount outstanding at any time of up to U.S. $500,000,000. The proceeds of the issuance of the Notes will be used for general corporate purposes. Amounts available under the Program may be reborrowed. The Company’s revolving credit agreement is available to repay the Notes if necessary. The Program serves as an alternative source of funding for the Company and not as an increase to the Company’s overall debt or debt capacity.

The Program provides the terms under which dealers will either purchase from the Company or arrange for the sale by the Company of Notes outside the United States pursuant to Regulation S of the Securities Act of 1933 as amended. The Program contains customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary but may not exceed 364 days from the date of issue. The principal amount of outstanding Notes under the Program may not exceed U.S. $500,000,000. The Notes will be sold at a negotiated discount from par or will bear interest at a negotiated rate.

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.