Platinum Equity, LLC entered into a definitive agreement to acquire Wyndham Vacation Rentals Europe Business from Wyndham Worldwide Corporation (NYSE:WYN) and Wyndham Destination Network, LLC for $1.4 billion on February 13, 2018. The consideration is subject to an adjustment to account for the value of certain assets and liabilities of the vacation rental business as of the closing of the divestiture. In conjunction with the sale, the European vacation rental business has entered into a 20-year agreement under which it will pay a royalty fee of 1% of net revenue to Wyndham's hotel business for the right to use the 'by Wyndham Vacation Rentals' endorser brand. Financing for the acquisition will be led by Bank of America Merrill Lynch and Deutsche Bank, alongside Goldman Sachs, Barclays and Morgan Stanley. The financing comprises a €585 million (approximately $730 million) seven-year covenant-lite term loan B and a €167 million (approximately $210 million) eight-year syndicated second-lien loan as well as a €105 million (approximately $130 million) six-year multi-currency revolving credit facility. The sale agreement may be terminated by the Platinum Equity or Wyndham if approvals are not obtained on or before July 2, 2018. Additionally, Wyndham Destination Network, LLC has the right to terminate the agreement prior to closing upon payment to the Platinum of a $55 million break fee. Platinum may also terminate the agreement if sufficient credit support has not been put in place for the rental business by Wyndham prior to closing. If Platinum terminates the agreement in this scenario, Wyndham Destination Network, LLC must pay Platinum a $55 million break fee. The vacation rental business reported $750 million annual revenue and approximately $130 million of EBITDA for the year 2017. The transaction is subject to customary closing conditions including works council consultation, approval from European Commission and the UK Financial Conduct Authority. As of March 23, 2018, the transaction is approved by European Commission. The transaction is expected to close in the second quarter of 2018. Wyndham Worldwide Corporation expects to use the net proceeds from the sale for general corporate purposes, which may include debt repayment and/or funding of its recently announced acquisition of La Quinta Holdings’ hotel franchising and management businesses. Bruce Evans of Deutsche Bank and Devin Wilde of Goldman Sachs acted as financial advisors, and Ross Allardice, Tony Brown, David Nicholls, Emma Zarb and Emma Byford of Dechert LLP acted as legal advisors to Wyndham Worldwide. David Brown, Tom Evans, Dominic Newcomb, Douglas Abernathy, Maarten Overmans, Frederick Brodie, Gigi Puthuppally and Matthew Hope, Deborah Kirk, Douglas Abernethy, Cigi Puthuppally, Maarten Overmars, Todd Beauchamp, Rebecca Critchley, Calum Docherty, Polly Ehrman, Christoph Engeler, Carmen Esteban Martin, Nicola Maria Higgs, Malte Ingwersen, Mihail Krepchev, Maximilian Menges, Farah O’Brien, Ignacio Pallares Capdevila, AMbre Perrochaud, Elizabeth Purcell, Jonathan Ritson-Candler, Malika Sajdik, Katy Sanders, Jagveen Tyndall, Yvette Valdez, Kirsty Watkins, James Howell Beeson, Amina-Viviana Feigen, Scott Forchheimer, Quentin Gwyer, Matthew M. Hope, Katherine Putnman, Panu Siemer, Christian Thiele, Jeremy Trinder, Stephen M. Brown, Catherine Drinnan, Karl C. Mah, Jack Prytherch, Alexandra Sault, Shaun M. Thompson, Lisa G. Watts, Oliver E. Browne, Leslie P. Carnegie, Charles Claypoole, Rosa Espin Marti, Nadja Innermann, Tobias Leder, Antonio Morales Plaza, Sarah Nappi, Jonathan D. Parker, Robert Price, Mathias Rubner, George Schurr, Daniel Smith, Eric Volkman, Calum Warren, Paul Davies of Latham & Watkins acted as legal advisors to Platinum Equity. Jeremy London, John Adebiyi, Denis Klimentchenko, Vitor Rozenthal and Paul Schnell from Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as the legal advisors for Deutsche Bank Securities Inc. and The Goldman Sachs Group, Inc. Annette Baillie, James Hunn, Kathryn Alexander, Miroslav Tomo, Michael Graham, Loviisa Langdon, Emma L. Flett, Jennifer F. Wilson, Jonny Birks, Christopher Wall, Andrew Bechtel, Paula Riedel, Mark Gardner, Matthew Elliott, Celyn Evans, Jonathan Birks, Timothy Lowe, Emma Flett, David Feirstein, Daniel Wolf, David Fox and Sara Zablotney from Kirkland & Ellis International LLP acted as legal advisors for Wyndham Worldwide Corporation. Mark Miedema of Houthoff Buruma acted as legal advisor for Wyndham Worldwide. Joachim Mulch, Markus Sachslehner, Ritesh Rajani, Malte Evers, Christian Mayer-Gießen, Laurens Klinkert, Moritz Koch, Jeanette Abel, Lorenz Czajka, Holger Kühl, Ulrich Schroeder, Johannes Räther, Hans-Joachim Lagier, Christian Zerr, Martin Knoll, Karsten Kujath and Daniel Komo of Graf von Westphalen Bappert & Modest acted as legal advisors to Wyndham Worldwide Corporation.