SEC Comment Letter for Travel & Leisure (TNL) — Oct 30, 2014
Travel & Leisure Co.
Date: Oct. 30, 2014 · CIK: 0001361658 · Accession: 0000000000-14-053902
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 29, 2014 Via E -mail Stephen P. Holmes Chairman and Chief Executive Officer Wyndham Worldwide Corporation 22 Sylvan Way Parsippany, New Jersey 07054
Re: Wyndham Worldwide Corporation Form 10 -K for the Fiscal Year Ended December 31, 2013 Filed February 14, 2014 File No. 1 -32876
Dear Mr. Holmes:
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments we ask you to provide us with informatio n so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to yo ur facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments. General 1. You stated in your letter to us dated May 10, 2011 that a joint vent ure entity in which you had interest had agreed to provide services to a hotel in Syria, and that your vacation exchange business had members resident in Sudan and Syria. Also, you state on pages 15 and 19 that you operate in the Caribbean, references to which can be understood to include Cuba. Cuba, Sudan and Syria are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls. You do not describe in the Form 10 -K any contacts with Cu ba, Sudan or Syria. Please provide us with information regarding any contacts with Cuba, Sudan or Syria since the referenced letter. You should describe any goods or services you have provided into Cuba, Sudan and Syria, directly or indirectly, and any a greements, arrangements or other
Stephen P. Holmes Wyndham Worldwide Corporation October 29 , 2014 Page 2
contacts you have had with the governments of Cuba, Sudan and Syria or entities they control.
2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria you describe in response to the comment above, and wh ether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Cuba, Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investme nt in companies that do business with U.S. -designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan and S yria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since th e company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement fro m the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 29, 2014
Via E -mail
Stephen P. Holmes
Chairman and Chief Executive Officer
Wyndham Worldwide Corporation
22 Sylvan Way
Parsippany, New Jersey 07054
Re: Wyndham Worldwide Corporation
Form 10 -K for the Fiscal Year Ended December 31, 2013
Filed February 14, 2014
File No. 1 -32876
Dear Mr. Holmes:
We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments. Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues. In our comments we ask you to provide us with informatio n so we may better
understand your disclosure.
Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to yo ur facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.
General
1. You stated in your letter to us dated May 10, 2011 that a joint vent ure entity in which you
had interest had agreed to provide services to a hotel in Syria, and that your vacation
exchange business had members resident in Sudan and Syria. Also, you state on pages
15 and 19 that you operate in the Caribbean, references to which can be understood to
include Cuba. Cuba, Sudan and Syria are designated as state sponsors of terrorism by the
State Department and are subject to U.S. economic sanctions and export controls. You
do not describe in the Form 10 -K any contacts with Cu ba, Sudan or Syria. Please provide
us with information regarding any contacts with Cuba, Sudan or Syria since the
referenced letter. You should describe any goods or services you have provided into
Cuba, Sudan and Syria, directly or indirectly, and any a greements, arrangements or other
Stephen P. Holmes
Wyndham Worldwide Corporation
October 29 , 2014
Page 2
contacts you have had with the governments of Cuba, Sudan and Syria or entities they
control.
2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria you describe in
response to the comment above, and wh ether the contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Cuba, Sudan and Syria for the last three fiscal years and the subsequent
interim period. Also, address materiality in terms of qualitative factors that a reasonable
investor would deem important in making an investment decision, including the potential
impact of corporate activities upon a company’s reputation and share value. As you
know, various state and municipal governments, universities and other investors have
proposed or adopted divestment or similar initiatives regarding investme nt in companies
that do business with U.S. -designated state sponsors of terrorism. You should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan and S yria.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since th e company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement fro m the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
Cecilia Blye, Chief
Office of Global Security Risk
Stephen P. Holmes
Wyndham Worldwide Corporation
October 29 , 2014
Page 3
cc: Sonia Barros
Assistant Director
Division of Corporation Finance