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Form 8-K CHOICE HOTELS INTERNATIO For: Aug 11

August 11, 2022 9:52 AM EDT

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CHOICE HOTELS INTERNATIONAL INC /DE Common Stock, Par Value $0.01 per share CHH NYSE false 0001046311 0001046311 2022-08-11 2022-08-11

 

 

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)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

 

1 Choice Hotels Circle, Suite 400,

Rockville, Maryland

  20850
  (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (301) 592-5000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.01.

Completion of Acquisition or Disposition of Assets

Share Sale and Purchase Agreement

On August 11, 2022 Choice Hotels International, Inc. (the “Company”), completed its previously announced acquisition of (1) all of the issued and outstanding shares of Radisson Hospitality, Inc. (“Radisson Americas”) and (2) certain trademarks held by Radisson Hospitality Belgium BV/SRL (“Radisson Belgium”) covering (i) the United States of America and its territories, namely Guam, American Samoa, Northern Mariana Islands, Puerto Rico and the U.S. Virgin Islands; (ii) all countries located on the continents of North America and South America; and (iii) all countries and territories located on the Caribbean Sea (the “Transaction”), pursuant to a Share Sale and Purchase Agreement, dated as of June 12, 2022, by and among the Company, Radisson Holdings Inc. (the “Seller”), Radisson Americas, Aplite Holdings AB and Radisson Belgium (the “Purchase Agreement”).

The purchase price paid at closing (the “Closing Purchase Price”), funded by cash on hand, was approximately $673,155,000 (the “Purchase Price”), reflecting adjustments relating to disclosed leakage, including reductions for transaction expenses payable by Radisson Americas.

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 June 12, 2022.

 

Item 8.01

Other Events.

On August 11, 2022, Choice Hotels International, Inc. issued a press release announcing the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01.

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 9.01(a) 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.

 

(b)

Pro Forma Financial Information.

The Company intends to file pro forma financial information as required by this Item 9.01(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.

 

Exhibit
No.

  

Description

99.1    Press Release, dated August 11, 2022, issued by Choice Hotels International, Inc.
 104    Cover page Interactive data file (embedded with in the inline XBRL document)

 

- 2 -


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHOICE HOTELS INTERNATIONAL, INC.
Date: August 11, 2022     By:  

/s/ Simone Wu

    Name:   Simone Wu
    Title:   SVP, General Counsel, Corporate Secretary & External Affairs

 

- 3 -


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press Release, dated August 11, 2022, issued by Choice Hotels International, Inc.

 

- 4 -

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

 

LOGO

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 intellectual property of Radisson Hotels Americas for approximately $675 million from Radisson Hotel Group, inclusive of the real estate value of three owned hotels.

With the close of this transaction, Choice Hotels International has added approximately 67,000 rooms, expanding its presence in the higher revenue upper upscale and upscale full-service segments and bolstering its core upper-midscale hospitality segment, particularly in the West Coast and Midwest of the United States.

Radisson Hotels Americas comprises the Radisson franchise agreements, operations and intellectual property in the United States, Canada, Latin America and the Caribbean. The transaction adds nine brands, including Radisson Blu®, Radisson®, Radisson Individuals®, Park Plaza®, Radisson RED®, Country Inn & Suites by Radisson®, Park Inn by Radisson®, Radisson Inn & Suites® and Radisson Collection®. Choice Hotels will independently own and control the brands in the Americas and looks forward to working with Radisson Hotel Group to drive the growth, continuity and success of these global brands. The close of this transaction is not anticipated to change Choice Hotels’ current capital allocation strategy related to dividend payment policy and planned share repurchases.

Credit Suisse Securities (USA) LLC served as financial advisor to Choice Hotels International on the transaction, and Willkie Farr & Gallagher LLP served as legal advisor. Baker McKenzie served as legal advisor to Radisson Hotel Group.

About Choice Hotels®

Choice Hotels International, Inc. (NYSE: CHH) is one of the largest lodging franchisors in the world. On August 11, 2022, Choice acquired Radisson Hotels Americas, adding nine brands and approximately 67,000 rooms in the United States, Canada, Latin America and the Caribbean to its portfolio. With 21 brands, Choice Hotels has more than 7,500 hotels, and nearly 650,000 rooms, in 46 countries and territories as of August 11, 2022. The Choice® family of hotel brands provide business and leisure travelers with a broad range of high-quality lodging options from limited service to full-service hotels in the upper upscale, upper mid-scale, midscale, extended-stay and economy segments. The award-winning Choice Privileges® loyalty program offers members a faster way to rewards, with personalized benefits starting on day one. For more information, visit www.choicehotels.com.


Forward-Looking Statements

Certain matters discussed in this press release 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 “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “project,” “assume,” or similar words of futurity. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on management’s current beliefs, assumptions and expectations regarding future events, which, in turn, are based on information currently available to management. Such statements may relate to expectations regarding the future performance of the acquired business and brands, payment of dividends, repurchases of common stock and other financial and operational measures. We caution you not to place undue reliance on any such forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties and other factors. Several factors could cause actual results, performance or achievements of the company to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to, our ability to integrate and realize the expected benefits of the acquisition, the timing and amount of future dividends and share repurchases. These and other risk factors are discussed in detail in the company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

For Further Information

Investor Contact:

[email protected]

Media Contact:

Edelman for Choice Hotels International Inc. [email protected]



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