CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH) Files An 8-K Completion of Acquisition or Disposition of Assets

CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets

On February1, 2018, Choice Hotels International, Inc. (the “Company”), completed its previously announced acquisition (the “Transaction”) of all of the issued and outstanding equity interests of WoodSpring Hotels Franchise Services LLC (“WSFS”), to a Unit Purchase Agreement (the “Purchase Agreement”), dated as of December15, 2017, by and among the Company, WoodSpring Hotels LLC and WSFS.

The purchase price paid at closing (the “Closing Purchase Price”), funded by a combination of cash on hand and available borrowings, was approximately $231,000,000, reflecting adjustments for cash and indebtedness as well as reductions for transaction expenses payable by WSFS. The Closing Purchase Price is also subject to a customary post-closing adjustment.

The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December18, 2017 and is incorporated by reference herein.

On February1, 2018, the Company issued a press release announcing the consummation of the Transaction. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Additionally, a copy of an investor presentation to be used in connection with discussions with analysts and investors regarding the consummation of the Transaction is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01. Financial Statements and Exhibits
(a) Financial statements of business acquired.

The Company intends to file the financial statements of the business acquired as required by this Item 2.01(a) under cover of Form8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information as required by this Item 2.01(b) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit

Number

Description

2.1 Unit Purchase Agreement, dated as of December15, 2017, by and among Choice Hotels International, Inc., WoodSpring Hotels LLC and WoodSpring Hotels Franchise Services LLC (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on December18, 2017).
99.1 Press Release of Choice Hotels International, Inc., dated February1, 2018.
99.2 Investor Presentation of Choice Hotels International, Inc., dated February1, 2018.

EXHIBIT INDEX

Exhibit

Number

Description

2.1 Unit Purchase Agreement, dated as of December 15, 2017, by and among Choice Hotels International, Inc., WoodSpring Hotels LLC and WoodSpring Hotels Franchise Services LLC (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on December18, 2017).
99.1 Press Release of Choice Hotels International, Inc., dated February1, 2018.
99.2 Investor Presentation of Choice Hotels International, Inc., dated February1, 2018.


CHOICE HOTELS INTERNATIONAL INC /DE Exhibit
EX-99.1 2 d532834dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   For Immediate Release Choice Hotels: Hank Nathan Tel: 301-592-6619 Email: [email protected] CHOICE HOTELS COMPLETES ACQUISITION OF WOODSPRING SUITES BRAND AND FRANCHISE BUSINESS ROCKVILLE,…
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About CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH)

Choice Hotels International, Inc. (Choice) is a hotel franchisor. The Company operates in two segments: hotel franchising business and SkyTouch Technology (SkyTouch). It operates approximately 6,420 hotels open and over 720 hotels under construction, representing approximately 507,480 rooms open and over 58,130 rooms under construction, awaiting conversion or approved for development in approximately 50 states, the District of Columbia and over 35 countries and territories outside the United States. It franchises lodging properties under the brand names, including Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn, Econo Lodge, Rodeway Inn, MainStay Suites, Cambria hotels & suites and Ascend Hotel Collection (collectively, the Choice brands). SkyTouch division develops and markets cloud-based technology products, including inventory management, pricing and connectivity to third-party channels, to hoteliers not under franchise agreements with the Company.

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