Wyndham Hotels & Resorts, Inc SC 14D9/A, filed Jan 10, 2024
Wyndham Hotels & Resorts, Inc. (WH)
SC 14D9/A
2024-01-10
View Original
Added on
October 19, 2026
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
||
|
Washington, D.C. 20549
|
||
|
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)
|
||
|
WYNDHAM HOTELS & RESORTS, INC.
(Name of Subject Company) |
||
|
WYNDHAM HOTELS & RESORTS, INC.
(Name of Persons Filing Statement) |
||
|
Common Stock, $0.01 par value per share
(Title of Class of Securities) |
||
|
98311A105
(CUSIP Number of Class of Securities) |
||
|
Paul Cash, Esq.
General Counsel and Corporate Secretary Wyndham Hotels & Resorts, Inc. |
||
|
22 Sylvan Way
Parsippany, New Jersey 07054 Telephone: (973) 753-6000 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of the person filing statement) Copies to:
Daniel E. Wolf, Esq.
David B. Feirstein, Esq. Carlo F. Zenkner, Esq.
Kirkland & Ellis LLP 601 Lexington Avenue
New York, NY 10022
(212) 446-4800 |
||
|
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
||
Introduction
This Amendment No. 5 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from
time to time, the “Statement”) originally filed by Wyndham Hotels & Resorts, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange
Commission on December 18, 2023. The Statement relates to the unsolicited offer by Choice Hotels International, Inc., a Delaware corporation (“Choice”), through its wholly owned subsidiary, WH Acquisition
Corporation, a Delaware corporation, to exchange any and all of the issued and outstanding shares of Wyndham common stock, par value $0.01 per share, for, at the election of the holder, (i) $49.50 in cash and 0.324 shares of Choice common stock, par
value $0.01 per share (“Choice Common Stock”) (together with the $49.50 in cash, the “Standard Offer Consideration”), (ii) an amount in cash equal to the equivalent
market value of the Standard Offer Consideration based on the volume-weighted average of the closing prices of Choice Common Stock as quoted on the New York Stock Exchange (the “NYSE”) over the five NYSE
trading days ending on the 10th business day preceding March 8, 2024 (the “Expiration Date”) or (iii) a number of shares of Choice Common Stock having a value equal to the equivalent market value of the
Standard Offer Consideration (based on the volume-weighted average of the closing prices of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th business day preceding the Expiration Date), subject to
proration, as disclosed in the Prospectus/Offer to Exchange dated December 12, 2023 and the related Letter of Transmittal. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.
Item 9. Exhibits
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:
|
Incorporated by Reference
to Filings Indicated |
||||||
|
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
|
Wyndham Hotels & Resorts, Inc. Third-Party Advocacy appearing on the Company’s website
|
X
|
|||||
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2024
|
|
WYNDHAM HOTELS & RESORTS, INC. | |
|
|
By: |
/s/ Paul F. Cash |
| Name: |
Paul F. Cash | |
|
|
Title: |
General Counsel |
Exhibit (a)(1)(K)
Page 1 of 2
Harvey C. Jewett IV
Post Office Box 1036
Aberdeen, SD 57402-1036
Phone: 605-725-8608
Email: harvey@jewetthc.org
| November 28, 2023 | |
| Mr. Steven Holmes | Mr. Geoff Ballotti |
| 22 Sylvan Way | 22 Sylvan Way |
| Parsippany, NJ 07054 | Parsippany, NY 07054 |
Dear Geoff and Steven,
I have read in the news, with great interest, the attempt at forcing a sale of Wyndham by the Choice Group. I am reminded of the movie “The Mouse that Roared,” as it is hard to understand Choice, of all companies,
forcing a sale of Wyndham. I also had a chat with several franchisees of Wyndham. No franchisee I talked to took this “Mouse” seriously. How could an uninvited offer of cash and the Mouse’s paper compel the successful company, positioned for future
success, to negotiate an unwanted sale to the lessor company? Why sell or take paper in a struggling company when the company you have is in a great position, with the right franchisees, to thrive in the future?
As you folks know, I have been involved since the early 70’s in the motel industry, first as General Counsel for Super 8, and, at the time of the sale of Super 8 Motels, Inc. stock, as President. Also, as you know, I
continue to serve on the franchisee Advisory Board. We sold all the stock in Super 8 Motels, Inc because we received a very good offer but also because Hospitality Franchise Systems offered solutions to problems for our 1,000-motel system that we
had not been able to solve completely. Hospitality Franchise Systems offered a very good price to the shareholders and benefits to all franchisees. Marketing, name recognition, loyalty club, architecture, computer programing and legal assistance
were scheduled to be a step up from previous practices. This was at a time when consumers were moving away from a Reservation Center to a computer driven reservation system and the Super 8 sellers had little experience with that. The sale was good
for both the shareholders and the franchisees. I am sure Wyndam Franchisees would be less than happy if the unwanted sale to the troubled Choice System were to take place.
We just had the International Wyndham Convention including all Wyndham Brands. It was without question the best hospitality convention that I have attended in over 50 years in this business. What was striking was the
contentment and good feeling of the franchisees. Wyndham is doing well in every area of operations and the franchisees are thriving as well. At the convention there was absolutely no grumbling undercurrent of discontent with Wyndham, which seems to
be common at all National Conventions, of any type of company. There were only positive feelings of success and team spirit. The franchisees are in no mood to be acquired by troubled, second-string Mice!
Page 2 of 2
Please hang in with your resistance to this nonsense. Do not let yourself be threatened by an uninvited, unwanted purchase “offer.” Resist the ideas that an unwanted and poorly thought-out offer creates any duty upon you
to bargain. On top of that, from what I hear, you would be subjecting your franchisees to a demonstrably weaker Choice staff than Mike Mueller, his staff, the staff of the other Wyndham brands. The existing staff of Wyndham is excellent. The
franchisees strongly support Mike Mueller and the other Brand directors. Stick with the staff you assembled, the programs that are working, particularly Trip Rewards, the franchisees that are happy and working hard, and, of course, yourselves. This
is probably a game to persuade you to make a counteroffer to buy Choice. It would be a nice bale out for them. Stick with the very bright future you have with Wyndham. You have this!
|
|
Sincerely, |
|
|
|
|
|
/s/ Harvey C. Jewett |
|
|
|
|
|
Harvey C. Jewett |
| CC: | Mr. Mike Mueller |
|
|
Mr. Marc Staniloff |
|
|
Mr. Harvey Aman |
|
|
Mr. Larry Lambert |
|
|
Mrs. Meeta Ashok |
|
|
Mr. Shawn Punjwani |
|
|
Mr. Jay Patel |
|
|
Mr. Prativ Patel |