8-K
WYNDHAM HOTELS & RESORTS, INC. (WH)
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): November 8, 2021
Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in its charter)
| Delaware<br><br>(State or other jurisdiction<br> of incorporation) | 001-38432<br><br>(Commission File Number) | 82-3356232<br><br>(IRS Employer<br> Identification No.) |
|---|---|---|
| 22 Sylvan Way<br>Parsippany, NJ<br><br> (Address of principal<br><br> executive offices) | ****<br><br> <br>07054<br><br> (Zip Code) | |
| --- | --- |
Registrant’s telephone number, including area code:
(973) 753-6000
None
(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 registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | WH | New York Stock Exchange |
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 7.01. Regulation FD Disclosure.
On November 8, 2021, Wyndham Hotels & Resorts, Inc. (the “Company”) issued a press release regarding an agreement concerning its CorePoint Lodging hotel management agreements. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The Company has posted additional materials on its investor relations website, www.investor.wyndhamhotels.com, to further disclose the potential financial impact of this agreement.
The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Wyndham Hotels & Resorts, Inc., dated November 8, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| WYNDHAM HOTELS & RESORTS, INC. | ||
|---|---|---|
| Date: November 8, 2021 | By: | /s/ Paul F. Cash |
| Paul F. Cash | ||
| General Counsel & Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Wyndham Hotels & Resorts, Inc., dated November 8, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
WYNDHAM HOTELS & RESORTS ENTERS AGREEMENT
CONCERNING COREPOINT LODGING HOTEL MANAGEMENTCONTRACTS
PARSIPPANY, N.J., November 8, 2021 – Wyndham Hotels & Resorts, Inc. (NYSE: WH) announced today that it has entered into a definitive agreement with CorePoint Lodging (“CPLG”) concerning the termination of all remaining Wyndham hotel management agreements (“HMAs”) upon consummation of the merger announced by CPLG today.
The termination is conditioned upon the closing of CPLG’s sale, which is targeted to occur in the first quarter of 2022. Upon termination of the HMAs, CPLG will pay termination fees to Wyndham of approximately $84 million.
"The termination of these management contracts will mark our exit from the lower margin, resource intensive select-service management business and afford us the opportunity to focus on the continued growth of our asset-light and highly profitable, cash generative franchising business," said Geoffrey A. Ballotti, president and chief executive officer.
Wyndham’s related franchise agreements are expected to remain in-place at the current fee structure (5% royalties plus 4.5% for marketing and reservation services).
The Company has posted additional materials on its investor relations website, www.investor.wyndhamhotels.com, to further disclose the potential financial impact of this agreement.
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About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of properties, with approximately 9,000 hotels across nearly 95 countries on six continents. Through its network of approximately 803,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 22 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®. Wyndham Hotels & Resorts is also a leading provider of hotel management services. The Company’s award-winning Wyndham Rewards loyalty program offers over 90 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit www.wyndhamhotels.com. The Company may use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company’s website in the Investors section, which can currently be accessed at www.investor.wyndhamhotels.com. Accordingly, investors should monitor this section of the Company’s website in addition to following the Company’s press releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts.
Forward-Looking Statements
This press release contains “forward-looking statements”within the meaning of the federal securities laws, including statements related to the termination of Wyndham Hotels’management contracts with CorePoint Lodging. Forward-looking statements include those that convey management’s expectations as tothe future based on plans, estimates and projections at the time Wyndham Hotels makes the statements and may be identified by words suchas “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” "objective," “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions.Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performanceor achievements of Wyndham Hotels to be materially different from any future results, performance or achievements expressed or impliedby such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak onlyas of the date of this press release.
Factors that could cause actual results to differ materially fromthose in the forward-looking statements include, without limitation, general economic conditions; the continuation or worsening of theeffects from COVID-19, its scope, duration and impact on the Company’s business operations, financial results, cash flows and liquidity,as well as the impact on the Company’s franchisees and property owners, guests and team members, the hospitality industry and overalldemand for travel; the success of the Company’s mitigation efforts in response to COVID-19; the Company’s performance in anyrecovery from COVID-19; the performance of the financial and credit markets; the economic environment for the hospitality industry; operatingrisks associated with the hotel franchising and management businesses; the Company’s relationships with franchisees and propertyowners; the impact of war, terrorist activity, political instability or political strife; concerns with or threats of pandemics, contagiousdiseases or health epidemics, including the effects of COVID-19 and any resurgence or mutations of the virus and actions governments,businesses and individuals take in response to the pandemic, including stay-in-place directives and other travel restrictions; risks relatedto restructuring or strategic initiatives; risks related to the Company’s relationship with CorePoint Lodging; the Company’sability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest andcompliance with the covenants thereunder; risks related to the Company’s ability to obtain financing and the terms of such financing,including access to liquidity and capital as a result of COVID-19; and the Company’s ability to make or pay, plans for, and thetiming and amount of any future share repurchases and/or dividends, as well as the risks described in the Company’s most recentAnnual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securitiesand Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a resultof new information, subsequent events or otherwise.
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Contacts
| Investors:<br><br> <br>Matt Capuzzi<br><br> <br>Senior Vice President, Investor Relations<br><br> <br>973 753-6453<br><br> <br>ir@wyndham.com | Media:<br><br> Scott Carman<br><br> Senior Director, Global Communications<br><br> <br>973 753-6590 <br><br> WyndhamHotelsNews@wyndham.com |
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