December 14, 2023

On December 12, Choice Hotels International announced it is commencing an exchange offer to acquire Wyndham Hotels & Resorts in order to present its proposal directly to Wyndham shareholders.

The exchange offer maintains Choice’s previously proposed October 17 offer to Wyndham, comprised of $49.50 in cash and 0.324 shares of Choice common stock per Wyndham share. It gives Wyndham shareholders the opportunity to elect to receive the consideration in all cash, all shares or a combination of cash and shares. In addition, the exchange offer includes a regulatory ticking fee of $0.45 per Wyndham share per month, equivalent to $38 million per month, accruing daily after the one-year anniversary of the date a majority of Wyndham's shares are tendered into the offer. 

Choice also reiterated its offer to Wyndham shareholders of a reverse termination fee consistent with an earlier proposal and two seats on the combined company's board. 
Willkie previously represented Choice Hotels in its October 17 proposal to acquire Wyndham. 

Choice Hotels International, Inc. is one of the leading lodging franchisors in the world. Choice has nearly 7,500 hotels, representing almost 630,000 rooms, in 46 countries and territories.

Wyndham Hotels & Resorts is one of the world’s largest hotel franchising company by the number of properties, with approximately 9,100 hotels across over 95 countries on six continents.
The Willkie team is led by partners Adam Turteltaub and Danielle Scalzo.