Item 7.01 |
Regulation FD Disclosure. |
On March 5, 2024, Choice Hotels International, Inc. (Choice) issued a press release providing an update about the offer by WH
Acquisition Corporation, a wholly owned subsidiary of Choice, to exchange each issued and outstanding share of common stock of Wyndham Hotels & Resorts, Inc. for per-share consideration of
$49.50 in cash and 0.324 shares of common stock of Choice, subject to the election and proration procedures and, if any, the additional consideration, in each case, as described in the offer to exchange and in the related letter of election and
transmittal. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The press release is
being furnished under Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. The foregoing description is
qualified in its entirety by reference to the text of such press release and is incorporated herein by reference and constitutes part of this report.
Forward-looking Statements
Information set forth herein
includes forward-looking statements. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as expect, estimate, believe,
anticipate, should, will, forecast, plan, project, assume, or similar words of futurity. All statements other than historical facts are forward-looking statements.
These forward-looking statements are based on managements current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to management. Such statements include, but are not
limited to, the ultimate outcome of any possible transaction between Choice and Wyndham (including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be
materially different from those described); uncertainties as to whether Wyndham will cooperate with Choice regarding the proposed transaction; Choices ability to consummate the proposed transaction with Wyndham; the conditions to the
completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; Choices ability to finance the proposed transaction with Wyndham; Choices indebtedness, including
the substantial indebtedness Choice expects to incur in connection with the proposed transaction with Wyndham and the need to generate sufficient cash flows to service and repay such debt; the possibility that Choice may be unable to achieve
expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate Wyndhams operations with those of Choice, including the Choice rewards program; the possibility that Choice may be unable to
achieve the benefits of the proposed transaction for its franchisees, associates, investors and guests within the expected timeframes or at all, including that such integration may be more difficult, time-consuming or costly than expected; that
operating costs and business disruption (without limitation, difficulties in maintaining relationships with associates, guests or franchisees) may be greater than expected following the proposed transaction or the public announcement of the proposed
transaction; and that the retention of certain key employees may be difficult. Such statements may relate to projections of Choices revenue, expenses, EBITDA, adjusted EBITDA, earnings, debt levels, ability to repay outstanding indebtedness,
payment of dividends, repurchases of common stock and other financial and operational measures, including occupancy and open hotels, RevPAR, and Choices liquidity, among other matters. We caution you not to place undue reliance on any such
forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties, and other factors.
Several factors could cause actual results, performance or achievements of the company to differ materially from those expressed in or contemplated by the
forward-looking statements. Such risks include, but are not limited to, changes to general, domestic and foreign economic conditions, including access to liquidity and capital; the ability to realize the anticipated long-term benefits and synergies
of the acquisition of Radisson Hotels Americas to the extent anticipated; changes in consumer demand and confidence, including consumer discretionary spending and the demand for travel, transient and group business; the timing and amount of future
dividends and share repurchases; future domestic or global outbreaks of epidemics, pandemics (including COVID-19) or contagious diseases or fear of such outbreaks, and the related impact on the global
hospitality industry, particularly but not exclusively the U.S. travel market; changes in law and regulation applicable to the travel, lodging or franchising industries, including with respect to the status of the companys relationship with
employees of our franchisees; foreign currency
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