LA QUINTA HOLDINGS INC. (NYSE:LQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
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Exhibit No. |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of January17, 2018, by and among Wyndham Worldwide Corporation, WHG BB Sub, Inc. and La Quinta Holdings Inc. |
| 2.2 | Separation and Distribution Agreement, dated as of January17, 2018, by and between La Quinta Holdings Inc. and CorePoint Lodging Inc. |
| 10.1 | Employee Matters Agreement, dated as of January17, 2018, by and between La Quinta Holdings Inc. and CorePoint Lodging Inc. |
| 99.1 | Joint Press Release of Wyndham Worldwide and La Quinta Holdings, Inc., dated January18, 2018 |
| * | Schedules have been omitted to Item 601(b)(2) of Regulation S-K. La Quinta Holdings Inc. agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request. |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section27A of the Securities Act, and Section21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Current Report on Form 8-K, including statements concerning La Quinta Holdings Inc.’s (the “Company’s”) plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, including the Company’s current views and expectations with respect to the acquisition by Wyndham Worldwide of the Company’s hotel franchise and hotel management businesses (the “acquisition”) and related transactions, as well as the synergies expected as a result of the acquisition, may be forward-looking statements. Words such as “estimates,” “expects,” “contemplates,” “will,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “forecasts,” “may,” “should” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon the Company’s current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The Company’s expectations, beliefs, estimates and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this Current Report on Form 8-K. Such risks, uncertainties and other important factors that could cause actual results to differ include without limitation general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, uncertainties that may delay or negatively impact the acquisition or cause it to not occur at all, including the timing, receipt and terms of any required governmental and regulatory approvals and the ability to satisfy the other conditions to the acquisition, uncertainties related to the successful integration of the two companies and the Company’s ability to realize the anticipated benefits of the combination, uncertainties related to Wyndham Worldwide’s ability to obtain financing for the acquisition or the terms of such financing, unanticipated developments related to the impact of the acquisition on the Company’s relationships with its customers, suppliers, employees and others with whom it has relationships, unanticipated developments resulting from possible disruption to the Company’s operations as a result of the acquisition, the potential impact of the acquisition and the spin-off of CorePoint Lodging Inc. and related transactions on the Company’s credit ratings, uncertainties related to the Company’s ability to successfully complete the spin-off of CorePoint Lodging Inc. as contemplated or at all and to realize the anticipated benefits thereof, as well as those factors described in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”), as such risk factors may be updated from time to time in the Company’s subsequent filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, subsequent events or otherwise.
La Quinta Holdings Inc. ExhibitEX-2.1 2 d524134dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Wyndham Worldwide Corporation,…To view the full exhibit click here
About LA QUINTA HOLDINGS INC. (NYSE:LQ)
La Quinta Holdings Inc. is an owner, operator and franchisor of select-service hotels primarily serving the midscale and upper-midscale segments under the La Quinta brand. The Company’s segments include owned hotels, franchise and management, and corporate and other. The owned hotels segment derives its earnings from the operation of owned hotel properties located in the United States. The Company operates its franchise and management segment under various franchise and management agreements relating to its owned, franchised and managed hotels. The corporate and other segment includes revenues generated by and related to operating expenses incurred in connection with the overall support and brand management of the Company’s owned, managed and franchised hotels and operations. Its portfolio includes approximately 890 hotels representing approximately 87,500 rooms located predominantly across over 48 the United States’ states, as well as in Canada, Mexico and Honduras.