Mga Batayang Estadistika
| LEI | 5493003CYRY5RFGTIR97 |
| CIK | 1046311 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Choice Hotels International, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 6, 2025 |
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): August 6, 2025 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) ( |
|
| August 6, 2025 |
CHOICE HOTELS INTERNATIONAL REPORTS SECOND QUARTER 2025 RESULTS Grows Global Net Rooms System Size by 2. |
|
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| June 25, 2025 |
CHOICE HOTELS INTERNATIONAL, INC. SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION CORRESP Ms. Babette Cooper Mr. Wilson Lee Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Choice Hotels International, Inc. Form 8-K filed on May 8, 2025 File No. 001-13393 Dear Ms. Cooper and Mr. Lee: Choice Hotels International, Inc. (the “Company,” “Choice,” “we,” or “our”) is submitting this l |
|
| May 15, 2025 |
Choice Hotels International, Inc. 2025 Long EX-10.1 Exhibit 10.1 CHOICE HOTELS INTERNATIONAL, INC. 2025 LONG-TERM INCENTIVE PLAN 2025 Long-Term Incentive Plan Table of Contents ARTICLE I PURPOSE AND EFFECTIVE DATE A-4 1.01 Purpose A-4 1.02 Effective Date and Duration of Plan A-4 ARTICLE II DEFINITIONS A-4 ARTICLE III STOCK SUBJECT TO PLAN A-6 3.01 Stock Subject to Plan A-6 3.02 Reallocation and Share Usage A-6 ARTICLE IV ADMINISTRATION A-6 |
|
| May 15, 2025 |
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): May 15, 2025 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Com |
|
| May 15, 2025 |
As filed with the Securities and Exchange Commission on May 15, 2025 S-8 As filed with the Securities and Exchange Commission on May 15, 2025 Registration No. |
|
| May 15, 2025 |
Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) CHOICE HOTELS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common st |
|
| May 15, 2025 |
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): May 15, 2025 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Com |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2025 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Com |
|
| May 8, 2025 |
CHOICE HOTELS INTERNATIONAL REPORTS FIRST QUARTER 2025 RESULTS Drives Domestic RevPAR Growth of 2. |
|
| April 21, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
| April 15, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
|
| February 20, 2025 |
Dodd-Frank Compensation Recovery Policy effective October 2, 2023 Exhibit 97 Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Choice Hotels International, Inc. |
|
| February 20, 2025 |
1 FEBRUARY 20, 2025 FOURTH QUARTER AND FULL-YEAR 2024 EARNINGS RESULTS PRESENTATION Cambria Hotels, Nashville Midtown, TN Forward-looking Statements Information set forth herein includes “forward-looking statements. |
|
| February 20, 2025 |
CHOICE HOTELS INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS Exceeds Top End of Earnings Guidance Grows Global Net Rooms System Size by 3. |
|
| February 20, 2025 |
Insider Trading Policy, dated April 19, 2018 EX-19 4 chh12312024ex19.htm EX-19 Exhibit 19 Insider Trading Policy (Updated as of April 19, 2018) Choice Hotels International, Inc. and its subsidiaries (Choice) have adopted the following policy with respect to trading of Choice securities by its associates. For purposes of this policy, the term "associate" includes all Choice employees, directors, contract staff and consultants. Choice has desi |
|
| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13393 CHOICE HOTELS INTERNATIONAL, INC. |
|
| February 20, 2025 |
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): February 20, 2025 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
|
| February 20, 2025 |
Subsidiaries of Choice Hotels International, Inc. Exhibit 21.01 SUBSIDIARIES OF CHOICE HOTELS INTERNATIONAL, INC. Choice Hotels International, Inc., a Delaware corporation, had the domestic and international subsidiaries shown below as of December 31, 2024. Certain U.S. subsidiaries are not named because they were not significant in the aggregate. Choice Hotels International, Inc. has no parent. Name of Subsidiary Jurisdiction of Organization AF |
|
| February 20, 2025 |
Amendment to Amended and Restated Chairman's Services Agreement effective as of January 1, 2025 EX-10.02 2 chh12312024ex1002.htm EX-10.02 Exhibit 10.02 AMENDMENT TO AMENDED AND RESTATED CHAIRMAN’S SERVICES AGREEMENT This Amendment (“Amendment”) is effective as of January 1, 2025 by and between Choice Hotels International, Inc. ("Choice"), and Stewart Bainum, Jr. and amends that certain Amended and Restated Chairman’s Services Agreement dated September 10, 2008 between the parties (as previou |
|
| February 20, 2025 |
Exhibit 10.25 AMENDMENT TO NON-COMPETITION, NON-SOLICITATION AND SEVERANCE BENEFIT AGREEMENT This Amendment (“Amendment”) is made as of January 15, 2025, (“Amendment Date”) by and between Robert McDowell (“Employee”) and Choice Hotels International, Inc. (“Choice”), and amends that certain Non-Competition, Non-Solicitation and Severance Benefit Agreement between the parties approved by the Compens |
|
| December 6, 2024 |
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): December 5, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| November 13, 2024 |
SC 13G 1 fp0090889-7sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. n/a)* Choice Hotels International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 169905106 (CUSIP Number) Se |
|
| November 4, 2024 |
CHOICE HOTELS INTERNATIONAL REPORTS STRONG THIRD QUARTER 2024 RESULTS Drives EPS Growth of 23% Year-over-Year Raises Full-year 2024 Net Income, EPS, and RevPAR Guidance NORTH BETHESDA, Md. |
|
| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (E |
|
| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 4, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| September 9, 2024 |
CHH / Choice Hotels International, Inc. / BAMCO INC /NY/ Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 17)* Choice Hotels International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 169905106 (CUSIP Number) August 31, 2024 (Date of Event Wh |
|
| August 8, 2024 |
CHOICE HOTELS INTERNATIONAL REPORTS SECOND QUARTER 2024 RESULTS Raises Midpoint of Full-year 2024 EPS Guidance Global Rooms Pipeline up 22% and Openings up 20% Year-over-Year NORTH BETHESDA, Md. |
|
| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 8, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) ( |
|
| July 2, 2024 |
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): July 2, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Com |
|
| July 2, 2024 |
Exhibit 4.2 CHOICE HOTELS INTERNATIONAL, INC. FIFTH SUPPLEMENTAL INDENTURE Dated as of July 2, 2024 to INDENTURE Dated as of August 25, 2010 COMPUTERSHARE TRUST COMPANY, N.A. Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 ARTICLE II DESIGNATION AND TERMS OF THE NOTES 4 Section 2.1 Title and Aggregate Principal Amount 4 Section 2.2 E |
|
| July 2, 2024 |
Exhibit 1.1 Choice Hotels International, Inc. 5.850% Senior Notes due 2034 Underwriting Agreement June 25, 2024 Wells Fargo Securities, LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Truist Securities, Inc. As Representatives of the several Underwriters listed in Schedule I hereto c/o Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202-4200 c/o BofA Securities, In |
|
| June 28, 2024 |
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): June 28, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (C |
|
| June 28, 2024 |
Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT dated as of June 28, 2024 among CHOICE HOTELS INTERNATIONAL, INC., as Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS NAMED HEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an Issuing Lender with WELLS FARGO SECURITIES, LLC, BO |
|
| June 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) CHOICE HOTELS INTERNATIONAL, INC. |
|
| June 26, 2024 |
$600,000,000 Choice Hotels International, Inc. 5.850% Senior Notes due 2034 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273925 PROSPECTUS SUPPLEMENT (To Prospectus dated August 11, 2023) $600,000,000 Choice Hotels International, Inc. 5.850% Senior Notes due 2034 We are offering $600,000,000 aggregate principal amount of 5.850% senior notes due 2034 (the “notes”). The notes will mature on August 1, 2034. We will pay interest on the notes semi-an |
|
| June 25, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated June 25, 2024 to the Prospectus dated August 11, 2023 File No. |
|
| June 25, 2024 |
Subject to Completion. Dated June 25, 2024. Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273925 The information in this preliminary prospectus supplement is not complete and may be changed. Subject to Completion. Dated June 25, 2024. PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated August 11, 2023) $ Choice Hotels International, Inc. % Senior Notes due 20 We are offering $ aggregate principal amou |
|
| May 22, 2024 |
CHH / Choice Hotels International, Inc. / Bainum Barbara - SC 13D/A Activist Investment SC 13D/A 1 d820431dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve – 240–295–1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, A |
|
| May 22, 2024 |
CHH / Choice Hotels International, Inc. / Bainum Roberta - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number of |
|
| May 22, 2024 |
CHH / Choice Hotels International, Inc. / Bainum Stewart Jr - SC 13D/A Activist Investment SC 13D/A 1 d804985dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, |
|
| May 22, 2024 |
CHH / Choice Hotels International, Inc. / Bainum Bruce - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number o |
|
| May 17, 2024 |
Exhibit 3.1 AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF CHOICE HOTELS INTERNATIONAL, INC. Choice Hotels International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State |
|
| May 17, 2024 |
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): May 15, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Co |
|
| May 17, 2024 |
Second Amended and Restated Bylaws of Choice Hotels International, Inc., dated as of May 16, 2024 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF CHOICE HOTELS INTERNATIONAL, INC. (hereinafter referred to as the “Corporation”) AS AMENDED AND RESTATED, effective May 16, 2024 Table of Contents Page ARTICLE I. OFFICES 1 SECTION 1. Office 1 SECTION 2. Additional Offices 1 ARTICLE II. MEETINGS OF STOCKHOLDERS 1 SECTION 1. Time and Place 1 SECTION 2. Annual Meeting 1 SECTION 3. Notice of Annual Me |
|
| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| May 8, 2024 |
CHOICE HOTELS INTERNATIONAL REPORTS FIRST QUARTER 2024 RESULTS Record Global Rooms Pipeline, up 10% Sequentially including a 36% Increase for Conversion Hotels Repurchases $196. |
|
| May 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 8, 2024 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdiction of |
|
| April 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
|
| April 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
|
| March 21, 2024 |
Choice Hotels International, Inc. 915 Meeting Street, Suite 600 North Bethesda, MD 20852 RW Choice Hotels International, Inc. 915 Meeting Street, Suite 600 North Bethesda, MD 20852 March 21, 2024 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Choice Hotels International, Inc. Registration Statement on Form S-4 (and any amendments thereto) (File No. 333-275998) Tender Offer Statement on Schedule TO-T (and any a |
|
| March 18, 2024 |
March 18, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, DC 20549 Attention: Christina Chalk & Laura McKenzie Re: Choice Hotels International, Inc. |
|
| March 18, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
|
| March 13, 2024 |
March 13, 2024 United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, NE Washington, DC 20549 Attention: Christina Chalk & Laura McKenzie Re: Choice Hotels International, Inc. |
|
| March 11, 2024 |
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): March 11, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) ( |
|
| March 11, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
|
| March 11, 2024 |
Exhibit 99.1 Choice Hotels Provides Update on Exchange Offer and Proposal to Acquire Wyndham Hotels & Resorts Announces Expiration of Exchange Offer and Withdrawal of Independent Director Candidates for Election at Wyndham’s 2024 Annual Meeting Increases Share Repurchase Authorization Projects to Continue Delivering Strong Earnings Growth NORTH BETHESDA, Md., March 11, 2024 – Choice Hotels Interna |
|
| March 11, 2024 |
Press Release, dated March 11, 2024. + Exhibit (a)(5)(B) Choice Hotels Provides Update on Exchange Offer and Proposal to Acquire Wyndham Hotels & Resorts Announces Expiration of Exchange Offer and Withdrawal of Independent Director Candidates for Election at Wyndham’s 2024 Annual Meeting Increases Share Repurchase Authorization Projects to Continue Delivering Strong Earnings Growth NORTH BETHESDA, Md. |
|
| March 5, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Choice Hotels Urges Wyndham Stockholders to Tender Their Shares Before the March 8th Deadline Wyndham Stockholders Need to Send a Clear Message to the Wyndham Board to Engage Constructively NORTH BETHESDA, Md., Mar. 5, 2024 /PRNewswire/ — Choice Hotels International, Inc. (NYSE: CHH) (“Choice”) urges the stockholders of Wyndham Hotels & Resorts, Inc. (NYSE: WH) ( |
|
| March 5, 2024 |
425 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): March 5, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
|
| March 5, 2024 |
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): March 5, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (C |
|
| February 27, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
|
| February 27, 2024 |
Form of Letter of Election and Transmittal.*** Exhibit 99.1 LETTER OF ELECTION AND TRANSMITTAL Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholl |
|
| February 27, 2024 |
February 27, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Christina Chalk & Laura McKenzie Re: Choice Hotels International, Inc. |
|
| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 S-4/A Table of Contents As filed with the Securities and Exchange Commission on February 27, 2024 Registration Statement No. |
|
| February 27, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
|
| February 23, 2024 |
Exhibit 1.1 RealClearMarkets Why the Hotel Industry Would Benefit From More Consolidation By Alan Grafman February 20, 2024 Competition is good for consumers and the country. Strong competitors make for strong competition. Look, for example, at the enormous competition that exists between the three leading insurance providers: State Farm, GEICO, and Progressive. During any football game, these thr |
|
| February 23, 2024 |
Updated “Support for the Combination” page of the microsite. Exhibit 1 “Similarly, major hotel brands like Marriott, Hilton, IHG, and Hyatt are pervasive and competitive. |
|
| February 23, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| February 22, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On February 22, 2024, Choice Hotels International, Inc. (“Choice”) posted the following advertisement via Facebook relating to the proposal |
|
| February 21, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) disseminated the following communications on February 20, 2024, relating to the announcement of |
|
| February 21, 2024 |
Exhibit 1 Operator Ladies and gentlemen, thank you for standing by. Welcome to Choice Hotels International’s Fourth Quarter 2023 Earnings Call. (Operator Instructions) I will now turn the conference over to Allie Summers, Investor Relations Senior Director for Choice Hotels. Allie Summers - Choice Hotels International, Inc. – Investor Relations Senior Director Good morning, and thank you for joini |
|
| February 20, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| February 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 20, 2024 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdict |
|
| February 20, 2024 |
Dodd-Frank Compensation Recovery Policy effective October 2, 2023 Exhibit 97 Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Choice Hotels International, Inc. |
|
| February 20, 2024 |
CHOICE HOTELS INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS Achieves Record Revenues in 2023 Exceeds Full-Year 2023 Outlook for Unit Growth Grows Global Rooms Pipeline Sequentially 6% including a 16% Increase for Conversion Hotels NORTH BETHESDA, Md. |
|
| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13393 CHOICE HOTELS INTERNATIONAL, INC. |
|
| February 20, 2024 |
Subsidiaries of Choice Hotels International, Inc. Exhibit 21.01 SUBSIDIARIES OF CHOICE HOTELS INTERNATIONAL, INC. Choice Hotels International, Inc., a Delaware corporation, had the domestic and international subsidiaries shown below as of December 31, 2023. Certain U.S. subsidiaries are not named because they were not significant in the aggregate. Choice Hotels International, Inc. has no parent. Name of Subsidiary Jurisdiction of Organization AF |
|
| February 20, 2024 |
Letter to Choice Hotels Owners Council (CHOC) Members from the CHOC Board. Exhibit 1 Dear CHOC members, For more than 50 years, CHOC has worked to build success for our members and their families. |
|
| February 20, 2024 |
Earnings Press Release, dated February 20, 2024. Exhibit 1.1 CHOICE HOTELS INTERNATIONAL REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS Achieves Record Revenues in 2023 Exceeds Full-Year 2023 Outlook for Unit Growth Grows Global Rooms Pipeline Sequentially 6% including a 16% Increase for Conversion Hotels NORTH BETHESDA, Md., Feb. 20, 2024 — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s leading lodging franchisors, today r |
|
| February 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
|
| February 14, 2024 |
CHH / Choice Hotels International, Inc. / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* Choice Hotels International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 169905106 (CUSIP Number) Calendar Year 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
|
| February 13, 2024 |
CHH / Choice Hotels International, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0598-choicehotelsinternati.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Choice Hotels International Inc Title of Class of Securities: Common Stock CUSIP Number: 169905106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat |
|
| February 5, 2024 |
Updated “Support for the Combination” page of the microsite. Exhibit 1 Media January 31. 2024 A Larger Hotel Chain Is Good For The Industry And The Economv. Ike Brannon FORBES “Operating like a cartel, OTAs extract excessive fees from franchisees in exchange for reservations. whereas a larger brand—like a combined Choice and Wyndham—has more leverage to push back on the OTAs and give franchisees more resources to encourage guests to book directly through th |
|
| February 5, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| February 2, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On February 2, 2024, Choice Hotels International, Inc. (“Choice”) posted the following advertisement via Google relating to the proposal by |
|
| January 31, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| January 31, 2024 |
Exhibit 1.3 The Points Guy Choice Hotels officially goes hostile in Wyndham takeover attempt By Cameron Sperance 12 December 2023 The budget hotel brouhaha boiled over Tuesday morning as Choice Hotels launched a hostile bid for Wyndham Hotels & Resorts. Choice, the owner of brands like Comfort Inn and Radisson’s Americas operation, launched a $7.8 billion offer for Wyndham earlier this year. But W |
|
| January 31, 2024 |
Exhibit 1.1 Reuters Choice Hotels nominates board directors in hostile Wyndham bid By Anirban Sen 22 January 2024 Choice Hotels International (CHH.N) pressed ahead with its $8 billion hostile bid for Wyndham Hotels & Resorts (WH.N), on Monday by nominating a slate of directors to replace Wyndham’s eight-member board. It is Choice’s latest attempt to break a stalemate after trying for most of the l |
|
| January 31, 2024 |
Updated certain pages of the microsite. Exhibit 1 - 2 - - 3 - - 4 - - 5 - - 6 - - 7 - - 8 - - 9 - - 10 - - 11 - - 12 - - 13 - - 14 - - 15 - - 16 - |
|
| January 31, 2024 |
Exhibit 1.2 CNN Business Comfort Inn’s owner doubles down on its hostile takeover bid for the company that owns Days Inn By Jordan Valinsky 12 December 2023 Choice Hotels, which owns a number of budget lodging brands, including Comfort Inn, is getting more aggressive in its attempt to acquire its rival Wyndham Hotels. On Tuesday, Choice said it will expand its several monthslong hostile takeover b |
|
| January 26, 2024 |
January 26, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Finance 100 F Street, NE Washington, DC 20549 Attention: Christina Chalk & Laura McKenzie Re: Choice Hotels International, Inc. |
|
| January 26, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror |
|
| January 26, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** Exhibit 99.3 LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transm |
|
| January 26, 2024 |
As filed with the Securities and Exchange Commission on January 26, 2024 S-4/A Table of Contents As filed with the Securities and Exchange Commission on January 26, 2024 Registration Statement No. |
|
| January 26, 2024 |
Exhibit 99.4 LETTER TO CLIENTS Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholly owned subsidiar |
|
| January 26, 2024 |
Form of Letter of Election and Transmittal.** Exhibit 99.1 LETTER OF ELECTION AND TRANSMITTAL Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholl |
|
| January 22, 2024 |
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): January 22, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| January 22, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Choice Hotels Proposes a Full Slate of Independent, Highly Qualified Individuals for Election at the 2024 Annual Meeting of Wyndham Hotels & Resorts Nominees Are Seasoned Leaders with Financial and Operational Experience Across Hospitality, Franchising and Other Relevant Industries Wyndham Shareholders Deserve a Board Focused on Good Governance and Its Fiduciary |
|
| January 22, 2024 |
Exhibit 1.1 Choice Proposes a Full Slate of Independent, Highly Qualified Candidates for Wyndham’s Board These strong, independent leaders with significant experience and expertise will drive value for Wyndham stakeholders if elected to the Board of Directors. Barbara Bennett Founder and Principal Executive, Bennett West LLC • Spent majority of career at Discovery Communications, serving 17+ years |
|
| January 22, 2024 |
Financial Statements and Exhibits, Other Events 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): January 22, 2024 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| January 22, 2024 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| January 22, 2024 |
Exhibit 1 A Combination to Benefit All Stakeholders Wyndham Shareholders Deserve Engaged, Fiduciary-First Board MEET CHOICE’S NOMINEES A Win for Both Companies’ Stakeholders LEARN MORE Choice’s Good-Faith Engagement with Wyndham LEARN MORE Clear Path to Transaction Completion LEARN MORE Director Nominees LEARN MORE Support for a choice-Wyndham Combination LEARN MORE Additional Materials Press releases, presentation, infographic, and other documents LEARN MORE Director Nominees independent, Highly Qualified Individuals Standing for Election at Wyndham’s 2024 Annual Meeting Wyndham Shareholders have the opportunity 10 send a dear message to the Wyndham Board by supporting these . |
|
| January 18, 2024 |
Exhibit 1.1 Choice Hotels International Celebrates Year of Accelerating Net Unit Growth Distinct Revenue-Intense Growth Strategy Delivers Strong Development Results 1.4% Domestic upscale, midscale, extended stay hotel unit growth ~2% Choice legacy brands revenue intense unit growth 2.6% International unit growth 98% Franchisee voluntary retention rate Extending the Lead in Extended Stay #1 economy |
|
| January 18, 2024 |
Updated “Additional Materials” page of the microsite. Exhibit 1 Infographics |
|
| January 18, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| January 17, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| January 17, 2024 |
Updated “Additional Materials” page of the microsite. Exhibit 1 |
|
| January 17, 2024 |
Exhibit 1.1 Choice Hotels International Celebrates Year of Accelerating Growth Distinct Revenue-Intense Growth Strategy Delivers Strong Development Results NORTH BETHESDA, Md., Jan. 17, 2024 — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest and most successful lodging franchisors, celebrated another year of strong growth, announcing higher-than-expected brand growth acros |
|
| January 16, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On January 14, 2024, Choice Hotels International, Inc. (“Choice”) posted the following messages via Google Search advertising relating to th |
|
| January 10, 2024 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| January 10, 2024 |
Exhibit 1.3 Choice Sets the Record Straight on Wyndham’s Disinformation Campaign Wyndham continues to blatantly mischaracterize the lodging industry, creating false and unsubstantiated antitrust concerns • Definition hyper-focuses on STR* midscale and economy categories, arbitrarily segmenting competitive hotels Wyndham Hinges • Narrow perspective excludes ~45% of U.S. hotels because it Argument o |
|
| January 10, 2024 |
Updated “Additional Information” page of the microsite. Exhibit 1 - 2 - |
|
| January 10, 2024 |
Exhibit 1.1 FOR IMMEDIATE RELEASE Choice Hotels Sets the Record Straight on Path to Regulatory Approval of Combination with Wyndham Hotels & Resorts Calls Out Wyndham’s Campaign of Disinformation Reiterates Commitment to Completing Pro-Competitive, Pro-Franchisee, and Pro-Guest Combination NORTH BETHESDA, Md., January 10, 2024 – Choice Hotels International, Inc. (NYSE: CHH) (the “Company” or “Choi |
|
| January 10, 2024 |
Exhibit 1.2 January 10, 2024 CHOICE AND WYNDHAM – A PRO-COMPETITIVE COMBINATION 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,” “ |
|
| December 20, 2023 |
Updated “Additional Information” page of the microsite. Exhibit 1 |
|
| December 20, 2023 |
Exhibit 1.1 FOR IMMEDIATE RELEASE Wyndham Hotels & Resorts’ Latest Release Shows How Divergent Their Board’s Interests Are from Their Shareholders’; Their Arguments Seek to Undermine the Value-Creating Possibility of M&A Wyndham Shareholders Should Tender Their Shares in Choice’s Exchange Offer to Send Clear Message to Wyndham’s Board Choice Has Recently Engaged with Wyndham Shareholders Represent |
|
| December 20, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| December 18, 2023 |
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): December 18, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
|
| December 18, 2023 |
Exhibit 10.1 Execution Version Published CUSIP Numbers: Deal: 17038NAM1 Term Loan: 17038NAN9 SENIOR UNSECURED CREDIT AGREEMENT dated as of December 18, 2023 among CHOICE HOTELS INTERNATIONAL, INC., as Borrower, THE LENDERS NAMED HEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., TRUIST SECURITIES, INC., U.S. BANK NA |
|
| December 15, 2023 |
Exhibit 1.1 Madison Mills, Multimedia Reporter & On-Air Host, Yahoo Finance But we’ve also got some individual company news moving markets today because Choice Hotels raising the stakes in its hostile takeover bid for Wyndham Hotels & Resorts. The budget hotel operator announcing what’s known as an exchange offer for Wyndham shares. Choice says it believes a transaction with Wyndham is pro-competi |
|
| December 15, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| December 15, 2023 |
Updated “Combination Support” page of the microsite. Exhibit 1 December 12, 2023 CNBC Choice Hotels CEO Patrick Pacious and CNBC’s David Faber discussed how Choice’s exchange offer is empowering Wyndham shareholders to voice their support for the transactions. |
|
| December 13, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| December 13, 2023 |
Exhibit 1.1 Choice Hotels Completes Radisson Hotels Americas Integration Just 16 Months After Acquisition Company’s Expertise and Experience in Integrating Hotel Brands Results in Rapid Onboarding of Hundreds of Radisson Properties NORTH BETHESDA, Md., Dec. 13, 2023 /PRNewswire/ — Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest and most successful lodging franchisors, ann |
|
| December 13, 2023 |
Updated “Additional Information” page of the microsite. Exhibit 1 Press Releases December 12, 2023 Choice Hotels Completes Radisson Hotels Americas Integration Just 16 Months After Acquisition Download December 12, 2023 Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Download December 12, 2023 Choice Hotels Calls on Wyndham Hotels & Resorts to Engage in Discussions Download December 12, 2023 Choice Hotels Proposes to Acquire Wyndham Hotels & resorts for $90. |
|
| December 13, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) The following communication has been published in The New York Times on December 13, 2023 relating to the proposal by Choice Hotels Internat |
|
| December 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): December 12, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
|
| December 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Choice Hotels International, Inc. |
|
| December 12, 2023 |
Updated “Additional Information” page of the microsite Exhibit 1 Press Releases December 12, 2023 Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Download October 25, 2023 Choice Hotels Calls on Wyndham Hotels & Resorts to Engage in Discussions Download October 17, 2023 Choice Hotels Proposes to Acquire Wyndham Hotels & Resorts for $90. |
|
| December 12, 2023 |
As filed with the Securities and Exchange Commission on December 12, 2023 Table of Contents As filed with the Securities and Exchange Commission on December 12, 2023 Registration Statement No. |
|
| December 12, 2023 |
Exhibit B CHH LAUNCH Exchange Offer Associate Letter [Dear Colleagues / INSERT CUSTOMARY GREETING], Today, Choice announced that we are commencing an exchange offer in order to take our offer to acquire Wyndham directly to the Wyndham shareholders. |
|
| December 12, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) Wyndham Hotels & Resorts, Inc. |
|
| December 12, 2023 |
Exhibit 99.1 CHOICE AND WYNDHAM CREATE A PREMIER HOSPITALITY COMPANY SERVING THE VALUE CONSCIOUS TRAVELER December 12, 2023 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,” “anticipa |
|
| December 12, 2023 |
Exhibit A CHH Exchange Offer Franchisee Letter Dear Choice Franchisee, Today, Choice announced that we are commencing an exchange offer in order to take our offer to acquire Wyndham directly to Wyndham shareholders. |
|
| December 12, 2023 |
Exhibit 1.1 Choice Takes Offer to Acquire Wyndham Directly to Shareholders FRANCHISEES GUESTS SHAREHOLDERS BENEFIT BENEFIT BENEFIT Increased investment More options across Immediate value in the tools and technology to stay occasions and creation and accelerated help lower costs, drive more price points, with an opportunities for sustained, direct business and grow enhanced rewards program long-te |
|
| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On December 12, 2023, Patrick Pacious, Chief Executive Officer of Choice Hotels International, Inc. (“Choice”), appeared on the CNBC televis |
|
| December 12, 2023 |
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): December 12, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation |
|
| December 12, 2023 |
Form of Notice of Guaranteed Delivery.* Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholly own |
|
| December 12, 2023 |
EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Discloses Ownership Position of More Than $110 Million of Wyndham Stock Preparing to Nominate Candidates to the Wyndham Board of Directors Commences the Regulatory Approval Process NORTH BETHESDA, Md., December 12, 2023 – Choice Hotels International, Inc. ( |
|
| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) On December 12, 2023, Choice Hotels International, Inc. (“Choice”) disseminated to its franchisees the communication attached hereto as Exhi |
|
| December 12, 2023 |
Exhibit 99.4 LETTER TO CLIENTS Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholly owned subsidiar |
|
| December 12, 2023 |
Form of Letter of Election and Transmittal.* Exhibit 99.1 LETTER OF ELECTION AND TRANSMITTAL Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transmittal, by WH Acquisition Corporation, a wholl |
|
| December 12, 2023 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* Exhibit 99.3 LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Exchange Each Outstanding Share of Common Stock of Wyndham Hotels & Resorts, Inc. for $49.50 in cash and 0.324 Shares of Common Stock of Choice Hotels International, Inc., subject to the election and proration procedures described in the Exchange Offer and the related letter of election and transm |
|
| December 12, 2023 |
Press Release, dated December 12, 2023.+ Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE Choice Hotels Launches Exchange Offer to Acquire All Outstanding Shares of Wyndham Hotels & Resorts Discloses Ownership Position of More Than $110 Million of Wyndham Stock Preparing to Nominate Candidates to the Wyndham Board of Directors Commences the Regulatory Approval Process NORTH BETHESDA, Md. |
|
| December 12, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 WYNDHAM HOTELS & RESORTS, INC. (Name of Subject Company) WH ACQUISITION CORPORATION (Offeror) a wholly owned subsidiary of CHOICE HOTELS INTERNATIONAL, INC. (Names of Filing Persons (Parent of Offeror)) Common Stock, $ |
|
| December 12, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| December 12, 2023 |
Exhibit A David Faber, Co-Anchor, CNBC’s “Squawk on the Street” Choice hotels launching a hostile takeover bid for Wyndham Hotels. |
|
| November 22, 2023 |
Updated “Engagement with Wyndham” page of the microsite Exhibit 1 |
|
| November 22, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| November 22, 2023 |
November 14, 2023, correspondence delivered to the Board of Directors of Wyndham Exhibit 1.1 STRICTLY CONFIDENTIAL Patrick S. Pacious President and Chief Executive Officer November 14, 2023 Via Electronic Mail Board of Directors Wyndham Hotels & Resorts, Inc. c/o Stephen P. Holmes, Chairman of the Board 22 Sylvan Way Parsippany, NJ, 07054 Dear Directors: On behalf of Choice Hotels International, Inc. (“Choice” or “we”), I am pleased to present you with this enhanced proposal ( |
|
| November 16, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateValueWi |
|
| November 16, 2023 |
Exhibit 1.1 Andrew Ross Sorkin, Co-Anchor, CNBC’s “Squawk Box” Welcome back to Squawk Box. Joining us right now is the CEO and Chairman of one of Ron Baron’s longest investments, Patrick Pacious, Choice Hotels International President and CEO. Also, Stewart Bainum, Choice Hotels International Chairman. Also here of course, Ron Baron, the man himself. He’s been an investor in Choice Hotels since 199 |
|
| November 16, 2023 |
Updated “Combination Support” page of the microsite Exhibit 1 Support a Choice-Wyndham Combination A W IN FOR v ENGAGEMENT CLEAR PATH TO COMBINATION ADDITIONAL HOM E STAKEHOLDERS W ITH WYNDHAM COMPLETION SUPPORT MATERIALS October 17, 2023 CNBC Choice Hotels CEO Patrick Pacious joined Becky Quick on CNBC 11:0 discuss our vaJue-creating proposal to acquire Wyndham Hotels & Resorts and the compelling benefits for both companies’ stakeholders. |
|
| November 16, 2023 |
Copy of CTFN article dated November 7, 2023, linked in the Combination Support page of the microsite Exhibit 1.3 CTFN WH/CHH: Bidder sees path forward, offer not deemed best and final By Jonathan Spitzer 7 November 2023 Choice Hotels intends to see its unsolicited offer for Wyndham Hotels & Resorts through to a successful completion, notwithstanding current resistance from Wyndham’s management and board, CTFN has learned. The buyer sees a path to completion — despite the target’s stated antitrust |
|
| November 16, 2023 |
Exhibit 1.2 The Points Guy Wyndham comes out swinging against ‘desperate grab’ takeover offer from Choice Hotels By Cameron Sperance 26 October 2023 When you grow up in the South like I did, you learn there’s a difference between mad and spittin’ mad. Wyndham Hotels & Resorts leadership appeared to be the latter in response to repeated advances by Choice Hotels for a nearly $8 billion takeover. Do |
|
| November 7, 2023 |
Exhibit 1.2 Operator Ladies and gentlemen, thank you for standing by. Welcome to Choice Hotels International’s Third Quarter 2023 Earnings Call. At this time, all lines are in a listen only mode. I will now turn the conference over to Allie Summers, Investor Relations, Senior Director for Choice Hotels. Allie Summers, Investor Relations, Senior Director of Choice Hotels Good morning, and thank you |
|
| November 7, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 7, 2023 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdicti |
|
| November 7, 2023 |
CHOICE HOTELS INTERNATIONAL REPORTS THIRD QUARTER 2023 RESULTS Raises Full-year 2023 Financial Guidance Grows Global Rooms Pipeline Sequentially 6% Including 27% Increase for Conversion Hotels Returns $550 Million to Shareholders Last Twelve Months ROCKVILLE, Md. |
|
| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (E |
|
| November 7, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) disseminated the following communications on November 7, 2023, relating to the announcement of |
|
| November 7, 2023 |
Exhibit 1.1 CHOICE HOTELS INTERNATIONAL REPORTS THIRD QUARTER 2023 RESULTS Raises Full-year 2023 Financial Guidance Grows Global Rooms Pipeline Sequentially 6% Including 27% Increase for Conversion Hotels Returns $550 Million to Shareholders Last Twelve Months ROCKVILLE, Md., November 7, 2023 – Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest lodging franchisors, today rep |
|
| November 7, 2023 |
Copy of Third Quarter 2023 Investor Presentation. Exhibit 1.3 THIRD QUARTER 2023 INVESTOR PRESENTATION November 7, 2023 1 Forward-looking Statements Certain matters discussed in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as |
|
| October 31, 2023 |
Pat Pacious President & CEO, Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. disseminated the following communication to its franchisees on October 31, 2023. Message from Choice CEO P |
|
| October 27, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. disseminated the following communication to stockholders of Wyndham Hotels & Resorts, Inc. on October 27, |
|
| October 25, 2023 |
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): October 25, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| October 25, 2023 |
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): October 25, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| October 25, 2023 |
Exhibit 99.1 Choice Hotels Calls on Wyndham Hotels & Resorts to Engage in Discussions Choice Sees a Clear Path to Completion and Remains Committed to the Transaction Ready to Move Expeditiously to Provide Requisite Transaction Certainty Strongly Urges Wyndham to Return to the Negotiating Table ROCKVILLE, Md., October 25, 2023 — Choice Hotels International, Inc. (NYSE: CHH) (the “Company” or “Choic |
|
| October 23, 2023 |
EX-99.1(6) Exhibit 1.6 NEWS Choice Hotels aims to acquire Wyndham in $7.8 billion hostile takeover This post contains references to products from one or more of our advertisers. We may receive compensation when you click on links to those products. Terms apply to the offers listed on this page. For an explanation of our Advertising Policy, visit this page The battle of the budget hotel brands Choi |
|
| October 23, 2023 |
EX-99.1(5) Exhibit 1.5 Wyndham suitor is unprepared to check in just yet No vacancy. Wyndham Hotels and Resorts is understandably demanding some room service. The budget lodging chain rejected a takeover bid from Choice Hotels International, a $10 billion entreaty its rival made public on Tuesday after months of private negotiations. Despite a 38% premium to Wyndham’s stock price back before talks |
|
| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. published the following communication on its LinkedIn page on October 23, 2023. Choice CEO @Patrick Pa |
|
| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. (“Choice”) is using or making available the following communications through the website www.CreateVal |
|
| October 23, 2023 |
EX-99.1(4) Exhibit 1.4 Learn more about My View Following Saved Deals Wyndham rejects Choice Hotels’ $7.8 billion takeover bid By Priyamvada C k [1/2] Geoffrey Ballotti, CEO of Wyndham Hotels & Resorts, Inc. rings the opening bell at the New York Stock Exchange (NYSE) in New York City, U.S., June 5, 2023. REUTERS/Brendan McDermid/File Photo Acquire Licensing Rights Oct 17 (Reuters)—U.S. budget hot |
|
| October 23, 2023 |
EX-99.1 Exhibit 1 |
|
| October 23, 2023 |
EX-99.1(2) Exhibit 1.2 Brad: Choice Hotels went public on Tuesday with its nearly $8 billion bid to buy Wyndham Hotels and Resorts after negotiations fell through previously. Wyndham’s board rejected the offer unanimously, calling it underwhelming. Yahoo Finance executive editor, Brian Sozzi, has the latest on this. Brian, take it away. Brian Sozzi: All right, thanks so much, Brad. Yes, joining us |
|
| October 23, 2023 |
This copy is for your personal, EX-99.1(3) Exhibit 1.3 This copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. https://www.wsj.com/ business/deals/ choice-hotels-offers-to-buy-wyndham-for-7f8-billion |
|
| October 23, 2023 |
EX-99.1(1) Exhibit 1.1 Becky: Just out this morning. Choice Hotels making a hostile offer to buy Wyndham Hotels and Resorts, in a roughly $7.8 billion takeover that would combine two of the largest operators in the budget hotel space. Choice is offering $90 a share in cash and stock, and says that it took it’s bid public after Wyndham’s decision to disengage from talks, after six months of dialogu |
|
| October 23, 2023 |
Filed by Choice Hotels International, Inc. 425 Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Hotels International, Inc. published the following communication on its LinkedIn page on October 23, 2023. Choice CEO @Patrick Pa |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) LinkedIn Post Choice Hotels International’s proposed combination with Wyndham Hotels & Resorts would significantly accelerate both companies |
|
| October 17, 2023 |
Exhibit 99.1 October 17, 2023 A COMPANY BUILT FOR THE VALUE-DRIVEN TRAVELER C h o i c e | W y n d h a m Forward-looking statements Information set forth herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminolo |
|
| October 17, 2023 |
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): October 17, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Legal Disclaimer Forward looking-statements Information sec from nerein includes Forward looking-statements within the meaning of the securi |
|
| October 17, 2023 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Choice Hotels Proposes to Acquire Wyndham Hotels & Resorts for $90.00 per Share in Cash-and-Stock Transaction Represents 26% Premium to 30-Day VWAP ending on October 16, 2023, 11% Premium to 52-Week High, and 30% Premium to Latest Closing Price Significantly Enhances the Return on Investment for Choice and Wyndham Franchisees Provides a Compelling Range of Lodgin |
|
| October 17, 2023 |
FOR INTERNAL USE ONLY, NOT FOR DISTRIBUTION Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) FOR INTERNAL USE ONLY, NOT FOR DISTRIBUTION 1. What did you announce? • We have publicly announced Choice’s proposal to acquire Wyndham Hote |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Choice Proposes to Acquire Wyndham Transaction Would Create a Leading Hotel Platform, Well-Positioned to Serve the Evolving Needs of the “Va |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Good morning, Moments ago, we announced a proposal to acquire the outstanding shares of Wyndham Hotels & Resorts in a cash-and-stock transac |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) Dear [Valued Choice Hotels Franchisee / INSERT CUSTOMARY GREETING], This morning, Choice Hotels publicly announced a proposal to acquire Wyn |
|
| October 17, 2023 |
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): October 17, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| October 17, 2023 |
Filed by Choice Hotels International, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Wyndham Hotels & Resorts, Inc. (Commission File No. 001-38432) [Dear Colleagues / INSERT CUSTOMARY GREETING], This morning, Choice Hotels publicly announced a proposal to acquire Wyndham Hotels & Resorts |
|
| August 30, 2023 |
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): August 25, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) |
|
| August 30, 2023 |
EX-99.1 Exhibit 99.1 Choice Hotels International Announces Executive Appointments and Organizational Structure Evolution Moves Position Company for Future Growth Following Radisson Americas Integration ROCKVILLE, Md., August 30, 2023 — Choice Hotels International, Inc. (NYSE: CHH) today announced key executive appointments that position the company for continued future growth following its acquisi |
|
| August 11, 2023 |
Statement of Eligibility of Trustee on Form T-1 EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its ch |
|
| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 Table of Contents As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
|
| August 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Choice Hotels International, Inc. |
|
| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| August 8, 2023 |
CHOICE HOTELS INTERNATIONAL REPORTS SECOND QUARTER 2023 RESULTS New quarterly record for total revenues; global rooms pipeline increased 10%, including 14% growth in the pipeline for conversion hotels versus the end of second quarter 2022 ROCKVILLE, Md. |
|
| August 8, 2023 |
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): August 8, 2023 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdiction |
|
| August 8, 2023 |
2023 Form of Non-Competition, Non-Solicitation & Severance Benefit Agreement Exhibit 10.01 Non-Competition, Non-Solicitation & Severance Benefit Agreement This Non-Competition, Non-Solicitation & Severance Benefit Agreement (“Agreement”) is entered into this day of , 20 between Choice Hotels International, Inc. (“Choice”), a Delaware corporation with principal offices at 1 Choice Hotels Circle, Rockville, Maryland 20850, and (“Employee”). Recitals A. Employee is a manageme |
|
| July 11, 2023 |
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): July 11, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (C |
|
| July 11, 2023 |
EX-99.1 Exhibit 99.1 CHOICE HOTELS INTERNATIONAL REAFFIRMS 2023 FINANCIAL OUTLOOK AND PROJECTS CONTINUED GROWTH IN 2024, POSITIONING THE COMPANY FOR LONG-TERM SUCCESS ROCKVILLE, Md., July 11, 2023 – Choice Hotels International, Inc. (NYSE: CHH), one of the world’s largest lodging franchisors, today provided an update on its business, including the rapid integration of the Radisson Hotels Americas |
|
| May 19, 2023 |
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): May 18, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-13393 (Commission Fi |
|
| May 9, 2023 |
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): May 9, 2023 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdiction of |
|
| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| May 9, 2023 |
CHOICE HOTELS INTERNATIONAL REPORTS FIRST QUARTER 2023 RESULTS Company exceeded first quarter net income and adjusted EBITDA guidance and raised full-year expectations ROCKVILLE, Md. |
|
| April 18, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
|
| April 13, 2023 |
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 7, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (C |
|
| March 24, 2023 |
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): March 20, 2023 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) ( |
|
| March 1, 2023 |
Exhibit 21.01 SUBSIDIARIES OF CHOICE HOTELS INTERNATIONAL, INC. Choice Hotels International, Inc., a Delaware corporation, had the domestic and international subsidiaries shown below as of December 31, 2022. Certain U.S. subsidiaries are not named because they were not significant in the aggregate. Choice Hotels International, Inc. has no parent. Name of Subsidiary Jurisdiction of Organization AF |
|
| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13393 CHOICE HOTELS INTERNATIONAL, INC. |
|
| February 15, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 15, 2023 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdict |
|
| February 15, 2023 |
[For Immediate Release] CHOICE HOTELS INTERNATIONAL REPORTS 2022 FOURTH QUARTER AND FULL-YEAR RESULTS Domestic RevPAR accelerated in fourth quarter to 20. |
|
| February 14, 2023 |
CHH / Choice Hotels International Inc / BAMCO INC /NY/ - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* Choice Hotels International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 169905106 (CUSIP Number) Calendar Year 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
|
| February 14, 2023 |
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): February 14, 2023 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdicti |
|
| February 14, 2023 |
Exhibit 10.1 Execution Version THIRD AMENDMENT TO THE AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT Dated as of February 14, 2023 This THIRD AMENDMENT TO THE AMENDED AND RESTATED SENIOR UNSECURED CREDIT AGREEMENT (this “Amendment”) among CHOICE HOTELS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lende |
|
| February 14, 2023 |
Exhibit 10.2 Execution Version SUCCESSOR AGENCY AGREEMENT This SUCCESSOR AGENCY AGREEMENT is dated as of February 14, 2023 (this “Agreement”) by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB” or, in its capacity as successor Administrative Agent (as defined in the Credit Agreement described below), the “Successor Agent”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY” or, in its capacity as res |
|
| February 9, 2023 |
CHH / Choice Hotels International Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Choice Hotels International Inc. Title of Class of Securities: Common Stock CUSIP Number: 169905106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedul |
|
| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* CHOICE HOTELS INTERNATIONAL INC /DE (Name of Issuer) Common Stock (Title of Class of Securities) 169905106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
|
| December 1, 2022 |
CHH / Choice Hotels International Inc / Bainum Barbara - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number of |
|
| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (E |
|
| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 07, 2022 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdict |
|
| November 7, 2022 |
CHOICE HOTELS INTERNATIONAL REPORTS 2022 THIRD QUARTER RESULTS Third quarter domestic RevPAR exceeded 2019 levels by 15. |
|
| October 27, 2022 |
Radisson Hotel Group Americas Interim Condensed Combined Unaudited Financial Statements Three months ended March 31, 2022 and 2021 Exhibit 99. |
|
| October 27, 2022 |
Exhibit 99.3 CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 11, 2022, Choice Hotels International, Inc. (?Choice? or the ?Company?, or ?we?, ?us?, ?our?) completed its previously announced acquisition (the ?Transaction?) of (1) all of the issued and outstanding shares of Radisson Hospitality, Inc. (?Radisson Americas?) and |
|
| October 27, 2022 |
Radisson Hotel Group Americas Combined Financial Statements December 31, 2021 and 2020 Exhibit 99. |
|
| October 27, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 27, 2022 (August 11, 2022) CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or |
|
| August 26, 2022 |
CHH / Choice Hotels International Inc / Shreve Christine A - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number of Person A |
|
| August 26, 2022 |
CHH / Choice Hotels International Inc / Bainum Bruce - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number of Person |
|
| August 26, 2022 |
CHH / Choice Hotels International Inc / Bainum Roberta - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* CHOICE HOTELS INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 169905-10-6 (CUSIP Number) Christine A. Shreve - 240-295-1600 8171 Maple Lawn Blvd, Suite 375, Fulton, MD 20759 (Name, Address and Telephone Number of Person A |
|
| August 11, 2022 |
Exhibit 99.1 Choice Hotels International Completes Acquisition of Radisson Hotels Americas Unites highly complementary hospitality businesses, adding nine brands and 67,000 rooms in attractive, higher revenue destinations ROCKVILLE, Md., August 11, 2022 ? Choice Hotels International, Inc. (NYSE: CHH) today announced that it has completed the acquisition of the franchise business, operations and in |
|
| August 11, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 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): August 11, 2022 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or Other Jurisdiction of Incorporation) ( |
|
| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 04, 2022 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdictio |
|
| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| August 4, 2022 |
CHOICE HOTELS INTERNATIONAL REPORTS 2022 SECOND QUARTER RESULTS Second quarter domestic RevPAR exceeded 2019 levels by 13%; awarded 122 new domestic franchise agreements in the quarter, a 10% increase from the same period of 2021 ROCKVILLE, Md. |
|
| August 4, 2022 |
Assignment and Acceptance dated May 11, 2022 in connection with Senior Unsecured Credit Agreement ASSIGNMENT AND ACCEPTANCE Reference is made to the Amended and Restated Senior Unsecured Credit Agreement dated as of August 20, 2018, by and among Choice Hotels International, Inc. |
|
| June 13, 2022 |
Acquisition of Radisson Hotels Group AmericasJune 2022 Radisson Blu, Aruba CHOICE HOTELS® Exhibit 99.2 Acquisition of Radisson Hotels Group AmericasJune 2022 Radisson Blu, Aruba CHOICE HOTELS? Forward-looking Statements Certain, Certain matters but not necessarily discussed in all, this of presentation such forward-looking constitute statements ?forward-looking can be identified statements? by within the use the of forward-looking meaning of the Private terminology, Securities such Lit |
|
| June 13, 2022 |
Exhibit 2.1 Execution Version SHARE SALE AND PURCHASE AGREEMENT dated June 12, 2022 by and among CHOICE HOTELS INTERNATIONAL, INC. as Purchaser and RADISSON HOSPITALITY, INC. as Company and RADISSON HOLDINGS INC. as Seller and APLITE HOLDINGS AB as Guarantor and RADISSON HOSPITALITY BELGIUM BV/SRL as a limited party solely for purposes of the Belgium IP Provisions TABLE OF CONTENTS ARTICLE 1 DEFIN |
|
| June 13, 2022 |
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): June 12, 2022 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or Other Jurisdiction of Incorporation) (Co |
|
| June 13, 2022 |
Exhibit 99.1 Choice Hotels International to Acquire Radisson Hotel Group Americas Unites highly complementary businesses, adding nine brands, 624 hotels and over 68,000 rooms Marks the latest step in Choice?s strategy of growing its asset-light portfolio of hotel brands in higher revenue travel segments and locations Extends Choice?s customer reach with some of the industry?s most recognized brand |
|
| May 27, 2022 |
Exhibit 10.1 Amendment to Amended and Restated Non-Competition, Non-Solicitation & Severance Benefit Agreement This Amendment (?Amendment?), dated May 24, 2022, amends that certain Amended and Restated Non-Competition, Non-Solicitation & Severance Benefit Agreement (?Agreement?), dated September 12, 2017 between Choice Hotels International, Inc. (?Choice?), a Delaware corporation with principal of |
|
| May 27, 2022 |
Letter Agreement between the company and Patrick S. Pacious, dated May 24, 2022 Exhibit 10.2 May 24, 2022 Dear Pat, This letter memorializes the agreement by Choice Hotels International, Inc. (?Choice?) to provide you with the right to use, at Choice?s expense, Choice?s then-current corporate aircraft (if any) for personal use for up to forty-five (45) flight hours per calendar year during such time that you are serving as the President and Chief Executive Officer of Choice, |
|
| May 27, 2022 |
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): May 24, 2022 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-13393 52-1209792 (State or other jurisdiction of incorporation) (Co |
|
| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact |
|
| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 COMMISSION FILE NO. 001-13393 CHOICE HOTELS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 52-1209792 (State or other jurisdiction o |
|
| May 10, 2022 |
CHOICE HOTELS INTERNATIONAL REPORTS 2022 FIRST QUARTER RESULTS First quarter domestic RevPAR exceeded 2019 levels by 10. |
|
| April 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only ( |
|
| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-13393 CHOICE HOTELS INTERNATIONAL, INC. |
|
| February 24, 2022 |
Subsidiaries of Choice Hotels International, Inc. Exhibit 21.01 SUBSIDIARIES OF CHOICE HOTELS INTERNATIONAL, INC. Choice Hotels International, Inc., a Delaware corporation, had the domestic and international subsidiaries shown below as of December 31, 2021. Certain U.S. subsidiaries are not named because they were not significant in the aggregate. Choice Hotels International, Inc. has no parent. Name of Subsidiary Jurisdiction of Organization AF |
