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):  April 10, 2015

Interval Leisure Group, Inc.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code:  (305) 666-1861

(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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry Into a Material Definitive Agreement

On April 10, 2015, Interval Acquisition Corp., (the “Borrower”), Interval Leisure Group, Inc. (“ILG”) and certain subsidiaries of the Borrower, as Guarantors, entered into a Third Amendment to Credit Agreement with Wells Fargo Bank, National Association, as Administrative Agent and the lenders party to the amendment (the “Amendment”).

The Amendment changes the leverage-based financial covenant from a consolidated total leverage to EBIDA ratio of 3.5 to 1.0 to a consolidated secured leverage to EBITDA ratio of 3.25 to 1.0. In addition, the Amendment adds an incurrence test requiring a consolidated total leverage to EBITDA ratio of 4.5 to 1.0 on a pro forma basis in certain circumstances in which we make acquisitions or investments, incur additional indebtedness or make restricted payments. Also, the Amendment adds a new pricing level to the pricing grid for when the consolidated leverage to EBITDA ratio equals or exceeds 3.5 to 1.0. This pricing level is either LIBOR plus 2.5% or the base rate plus 1.5% and requires a commitment fee on undrawn amounts of 0.4% per annum.

ILG and certain subsidiaries of the Borrower (collectively, the “Subsidiary Guarantors”) continue to guarantee the Borrower’s obligations under the Amendment. Borrowings continue to be secured by (1) 100% of the voting equity securities of the Borrower and the Borrower’s U.S. subsidiaries and 65% of the Borrower’s first-tier foreign subsidiaries and (2) substantially all of the tangible and intangible property of the Borrower and the Subsidiary Guarantors (excluding any interests in owned and leased real property and other specified property).

A copy of the Amendment is attached to this Current Report as Exhibit 10.1, and is incorporated herein by this reference. The description of the Amendment above is qualified in its entirety by reference to the complete terms and conditions of the Amendment.

Item 9.01.  Financial Statements and Exhibits

(d)                                 Exhibits to this Form 8-K

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  April 10, 2015

3

EXHIBIT LIST

4