CHOICE HOTELS INTERNATIONAL, INC. (NYSE:CHH) Files An 8-K Entry into a Material Definitive AgreementItem 8.01. Entry into a Material Definitive Agreement
Unit Purchase Agreement
On December15, 2017, Choice Hotels International, Inc. (the “Company”), WoodSpring Hotels LLC (the “Seller”), and WoodSpring Hotels Franchise Services LLC (“WSFS”), entered into a Unit Purchase Agreement (the “Purchase Agreement”), to which the Company will acquire (on the terms and subject to the satisfaction or waiver of the closing conditions set forth in the Purchase Agreement) all of the issued and outstanding equity interests of WSFS (the “Transaction”).
to the Purchase Agreement, the Company will pay an aggregate purchase price of approximately $231,250,000 (the “Purchase Price”), subject to certain adjustments relating to working capital, cash and indebtedness as well as reductions for transaction expenses payable by WSFS.
The closing of the Transaction is subject to (1)the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2)the absence of any material adverse effect (as defined in the Purchase Agreement) on the business of WSFS, (3)the closing of a contemporaneous transaction by BSREP II WS Hotel Holding LLC to acquire all of the owned hotels of WoodSpring Hotels Holdings LLC, the direct parent of Seller and (4)other customary closing conditions. The Transaction is expected to close in the first quarter of 2018, subject to the satisfaction or waiver of such conditions.
The Purchase Agreement contains customary termination rights for the Company and the Seller, including in the event the Transaction is not consummated on or before March15, 2018 (subject to extension to May14, 2018 in certain specified circumstances). The Purchase Agreement also contains customary representations and warranties and covenants of the parties.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit2.1 and is incorporated herein by reference.
The Purchase Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
Item 8.01. Other Events
On December18, 2017, Choice Hotels International, Inc. issued a press release announcing its execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01. Financial Statements and Exhibits
(d) Exhibits.
|
ExhibitNo. |
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.* |
| 99.1 | Press Release, dated December18, 2017, issued by Choice Hotels International, Inc. |
| * | Exhibits and schedules omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of an omitted exhibit or schedule to the Securities and Exchange Commission upon request by the Securities and Exchange Commission. |
EXHIBIT INDEX
| * | Exhibits and schedules omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of an omitted exhibit or schedule to the Securities and Exchange Commission upon request by the Securities and Exchange Commission. |
CHOICE HOTELS INTERNATIONAL INC /DE ExhibitEX-2.1 2 d482229dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION UNIT PURCHASE AGREEMENT BY AND AMONG WOODSPRING HOTELS LLC as Seller,…To view the full exhibit click here
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.
