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): May 17, 2018
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-38432 (Commission File Number) |
82-3356232 (IRS Employer Identification Number) |
22 Sylvan Way | ||
Parsippany, NJ (Address of Principal Executive Offices) |
07054 (Zip Code) |
(973) 753-6000
(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):
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 o
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. o
Item 7.01 Regulation FD Disclosure.
Wyndham Hotels & Resorts, Inc. ("Wyndham Hotels"), a wholly owned subsidiary of Wyndham Worldwide Corporation ("Wyndham Worldwide"), previously filed with the Securities and Exchange Commission a Registration Statement on Form 10 relating to the distribution of shares of its common stock in connection with its spin-off from Wyndham Worldwide (the "Registration Statement"). The Registration Statement includes an Information Statement that describes the distribution and provides information regarding the business and management of Wyndham Hotels. The final Information Statement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As further described in the Information Statement, the distribution is expected to occur at 11:59 p.m., Eastern time, on May 31, 2018.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description of Exhibit | ||
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99.1 | Wyndham Hotels Information Statement |
2
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 hereto duly authorized.
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WYNDHAM HOTELS & RESORTS, INC. | |||||
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By: |
/s/ NICOLA ROSSI |
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Name: | Nicola Rossi | ||||
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Title: | Chief Accounting Officer |
Date: May 17, 2018