RED LION HOTELS CORPORATION (NYSE:RLH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On August11, 2017, Red Lion Hotels Corporation, doing business as RLH Corporation, (the “Company”) and its wholly-owned subsidiary TicketsWest.com, Inc. (“TicketsWest”) entered into an Asset Purchase Agreement with Paciolan, LLC (“Paciolan”) providing for the sale of certain specified liabilities of TicketsWest and substantially all of the assets of TicketsWest, including ticketing agreements and engagement agreements with various entertainment venues, teams and artists located throughout the Western United States, to Paciolan (the “Asset Sale”) for an estimated purchase price at closing, before transaction costs, of $6.0million. The accrued third party ticketing liability and the cash balance, which were $9.2million and $8.5million, respectively, as of June30, 2017 are included as part of the Asset Sale. As a result, the Company’s cash balance is expected to decrease upon completion of the Asset Sale.
The Company entered into the Asset Purchase Agreement to give Paciolan certain rights of indemnification, including indemnification in connection with any inaccuracy or breach of the representations or warranties of TicketsWest in the Asset Purchase Agreement, breaches or non-fulfillment of TicketsWest’s obligations in the Asset Purchase Agreement and against any third party claims arising out of the assets and obligations of TicketsWest occurring on or prior to the closing date of the Asset Sale.
Consummation of the Asset Sale is subject to standard conditions of closing. The Asset Purchase Agreement allows up to 120 days from signing to close the Asset Sale. The Company expects to close the transaction near the end of the third quarter of 2017.
A copy of the Company’s and Paciolan’s joint press release announcing the sale is filed as Exhibit 99.1 hereto and is incorporated herein by reference
| Item 1.01 | Financial Statements and Exhibits. |
| (a) | Financial statements – not applicable. |
| (b) | Pro forma financial information – to be filed on a current report on Form 8-K, Item 1.01, upon closing of the Asset Sale. |
| (c) | Shell company transactions – not applicable. |
| (d) |
EXHIBIT |
DESCRIPTION |
| 99.1 | Press Release dated August16, 2017. |
Red Lion Hotels CORP ExhibitEX-99.1 2 d441643dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACTS: Paciolan: Craig Ricks 949.823.1636 cricks@paciolan.com TicketsWest: Dusty Kurtz 509.777.6223 dusty.kurtz@ticketswest.com RLH Corporation: Amy Koch 509.777.6417 investorrelations@rlhco.com PACIOLAN TO ACQUIRE TICKETSWEST AND WESTCOAST ENTERTAINMENT FROM RLH CORPORATION IRVINE,…To view the full exhibit click here
About RED LION HOTELS CORPORATION (NYSE:RLH)
Red Lion Hotels Corporation (RLHC) is a hospitality and leisure company. The Company is engaged in the franchising, management and ownership of hotels under the brands, including Hotel RL, Red Lion Hotel, Red Lion Inn & Suites, GuestHouse and Settle Inn & Suites (collectively the RLHC Brands). The RLHC brands represent upscale, midscale and economy hotels. The Company’s segments include company operated hotel segment, franchised hotels segment, entertainment segment and other. The hotels segment is engaged in guest room rentals, and food and beverage operations at its operated hotels. The franchised hotels segment is engaged in licensing its brands to franchisees. It offers various programs, which include its reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards. The entertainment segment consists of its WestCoast Entertainment and TicketsWest operations.