Wyndham takes next step toward planned spin-off
Wyndham Worldwide has publicly filed a Form 10 Registration Statement with the Securities and Exchange Commission in connection with the planned spin-off of its Hotel Group segment.
The filing – which can be accessed at www.sec.gov under Wyndham Hotels & Resorts, Inc – contains important information regarding the transaction. In addition to the public filing of the Form 10, the company has posted supplemental business and financial information about each of the post-spin companies to its investor website.
Stephen P. Holmes, chairman and CEO, Wyndham Worldwide, said the filing marked an important next step toward the successful completion of the planned spin-off of the company’s hotel business.
“Both our hotel business and our vacation ownership and exchange business are well-positioned for long-term success, and we believe that this separation will result in continued growth and enhanced shareholder value,” he said.
“Each company will have significant scale and a leadership position within its industry, strong cash flows, and a rich portfolio of trusted brands.”
Wyndham Hotel Group will become a publicly traded hotel franchising and hotel management company with a strong portfolio of renowned brands and will be known as Wyndham Hotels & Resorts, Inc. (‘Wyndham Hotels’). Wyndham Vacation Ownership will be joined with RCI to create the world’s largest vacation ownership and exchange company, which will be known as Wyndham Destinations, Inc.
The spin-off of the hotel business is subject to final approval by Wyndham Worldwide’s Board of Directors, execution of intercompany agreements, arrangement of financing facilities, the effectiveness of the registration statement, and other customary conditions.
The company has received favourable rulings from the Internal Revenue Service regarding certain U.S. federal income tax consequences of the transaction. Wyndham Worldwide expects the transaction to be tax-free to itself and its shareholders. The separation will not require a shareholder vote and is expected to be completed in the second quarter of 2018.
Wyndham Worldwide’s previously announced additional strategic transactions – its planned sale of its European vacation rentals business and its planned acquisition of La Quinta Holdings Inc.’s hotel franchising and hotel management businesses – are also expected to close in the second quarter of 2018. The La Quinta acquisition will be part of Wyndham Hotels following its separation from Wyndham Worldwide.