Item 8.01 Other Events
On
In connection with the pricing of the Notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the initial purchasers of the Notes, their respective affiliates and/or other financial institutions (the "option counterparties"). The Company also expects to enter into warrant transactions with the option counterparties.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K and information
incorporated by reference herein, constitute "forward-looking statements" within
the meaning of federal securities laws. These forward-looking statements are
based on current expectations and assumptions that involve risks and
uncertainties and on information available to the Company as of the date hereof.
The Company cautions you that these statements are not guarantees and are
subject to numerous risks and uncertainties, such as the length and severity of
the current COVID-19 pandemic and its effect on our operations; the effect of
any governmental actions, including restrictions on travel, or mandated
employer-paid benefits in response to the COVID-19 pandemic; the Company's
ability to manage and reduce expenditures in a low revenue environment;
volatility in the economy and the credit markets, changes in supply and demand
for vacation ownership products, competitive conditions, the availability of
additional financing when and if required, and other matters disclosed under the
heading "Risk Factors" contained in the Company's most recent Annual Report on
Form 10-K filed with the
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being furnished herewith:
Exhibit Number Description 99.1 Press Release announcing Notes offering, datedJanuary 26, 2021 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101) 1
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