Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 16 2017 - 5:16PM
Edgar (US Regulatory)
Pricing Term Sheet
Filed pursuant to Rule 433
Relating to
Preliminary Prospectus Supplement dated
March 16
, 20
17
Prospectus dated
August 5
, 2015
Registration Statement No. 333-
206104
$
300,000,000 4.150
% Notes due 20
24
$
400,000,000 4.500
% Notes due 20
27
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Issuer:
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Wyndham Worldwide Corporation
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Expected Ratings (Moody’s / S&P / Fitch):*
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Baa3 (Stable) / BBB- (Stable) / BBB- (Stable)
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Trade Date:
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March 16, 2017
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Settlement Date:
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March 21, 2017 (T+3)
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2024 Notes
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2027 Notes
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Title of Securities:
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4.150% Notes due 2024
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4.500% Notes due 2027
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Principal Amount:
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$300,000,000
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$400,000,000
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Maturity Date:
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April 1, 2024
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April 1, 2027
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Interest Rate:
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4.150% per annum
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4.500% per annum
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Interest Rate Adjustment:
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The interest rate on the notes is subject to adjustment as described in the Preliminary Prospectus Supplement.
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The interest rate on the notes is subject to adjustment as described in the Preliminary Prospectus Supplement.
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Price to Public:
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99.818% of the principal amount
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99.775% of the principal amount
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Gross Proceeds to Issuer:
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$299,454,000
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$399,100,000
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Yield to Maturity:
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4.180%
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4.528%
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Spread to Benchmark Treasury:
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T + 185 basis points
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T + 200 basis points
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Benchmark Treasury:
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2.125% Notes due February 29, 2024
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2.250% Notes due February 15, 2027
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Benchmark Treasury Price / Yield:
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98-22 / 2.330%
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97-18+ / 2.528%
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Interest Payment Dates:
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April 1 and October 1, commencing October 1, 2017
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April 1 and October 1, commencing October 1, 2017
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Optional Redemption Provisions:
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Prior to February 1, 2024, make-whole call at any time at a discount rate of Treasury plus 30 basis points; par call at any time on and after February 1, 2024
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Prior to January 1, 2027, make-whole call at any time at a discount rate of Treasury plus 30 basis points; par call at any time on and after January 1, 2027
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CUSIP / ISIN:
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98310WAP3 / US98310WAP32
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98310WAN8 / US98310WAN83
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Joint-Book Running Managers:
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J.P. Morgan Securities LLC
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J.P. Morgan Securities LLC
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Deutsche Bank Securities Inc.
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Deutsche Bank Securities Inc.
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Wells Fargo Securities, LLC
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Wells Fargo Securities, LLC
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Goldman, Sachs & Co.
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Goldman, Sachs & Co.
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Merrill Lynch, Pierce, Fenner & Smith
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Merrill Lynch, Pierce, Fenner & Smith
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Incorporated
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Incorporated
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Senior Co-Managers:
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MUFG Securities Americas Inc.
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MUFG Securities Americas Inc.
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SunTrust Robinson Humphrey, Inc.
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SunTrust Robinson Humphrey, Inc.
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1
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Co-Managers:
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Academy Securities, Inc.
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Academy Securities, Inc.
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BB&T Capital Markets, a division of BB&T Securities, LLC
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BB&T Capital Markets, a division of BB&T Securities, LLC
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BBVA Securities Inc.
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BBVA Securities Inc.
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Credit Suisse Securities (USA) LLC
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Credit Suisse Securities (USA) LLC
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Scotia Capital (USA) Inc.
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Scotia Capital (USA) Inc.
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U.S. Bancorp Investments, Inc.
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U.S. Bancorp Investments, Inc.
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Use of Proceeds:
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The issuer intends to use the net proceeds of this offering for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding commercial paper or other borrowings.
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*
Note:
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Credit ratings are subject to change depending on financial and other factors.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 1-212-834-4533,
Deutsche Bank Securities Inc. toll free at 1-800-503-4611 or Wells Fargo Securities, LLC toll free at 1-800-645-3751
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ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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