Blog: CHOICE HOTELS INTERNATIONAL INC /DE : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01. Entry into a Material Definitive Agreement

Share Sale and Purchase Agreement

On June 12, 2022 Choice Hotels International, Inc. (the “Company”), Radisson
Holdings Inc. (the “Seller”), Radisson Hospitality, Inc. (“Radisson Americas”),
Aplite Holdings AB and Radisson Hospitality Belgium BV/SRL (“Radisson Belgium”),
entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”),
pursuant to which the Company will acquire (on the terms and subject to the
satisfaction or waiver of the closing conditions set forth in the Purchase
Agreement) (1) all of the issued and outstanding shares of Radisson Americas and
(2) certain trademarks held by 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 the Purchase Agreement, the Company will pay an aggregate purchase
price of $675,186,000 (the “Purchase Price”), subject to certain adjustments
relating to disclosed leakage, including reductions for transaction expenses
payable by Radisson Americas.

The closing of the Transaction is subject to (1) the expiration or termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (2) the absence of any material adverse
effect (as defined in the Purchase Agreement) on the business of Radisson
Americas, (3) the approval of certain governmental agencies of specified
amendments or waivers to Radisson Americas’ National Security Agreement and
(4) other customary closing conditions. The Transaction is expected to close in
the second half of 2022, subject to the satisfaction or waiver of such
conditions.

The Purchase Agreement contains customary termination rights for the Company and
the Seller, including in the event the Transaction is not consummated on or
before December 9, 2022. The Purchase Agreement also contains customary
representations and warranties and covenants of the parties.

The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.

The Purchase Agreement contains representations and warranties made by and to
the parties thereto as of specific dates. The statements embodied in those
representations and warranties were made for purposes of that contract between
the parties and are subject to qualifications and limitations agreed by the
parties in connection with negotiating the terms of that contract. In addition,
certain representations and warranties were made as of a specified date, may be
subject to a contractual standard of materiality different from those generally
applicable to investors, or may have been used for the purpose of allocating
risk between the parties rather than establishing matters as facts.

Item 7.01 Regulation FD Disclosure.

On June 13, 2022, Choice Hotels International, Inc. issued a press release
announcing its execution of the Purchase Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On June 13, 2022, Choice Hotels International, Inc. published an investor
presentation describing the Transaction. A copy of the investor presentation is
attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to liabilities under that section, and shall
not be deemed to be incorporated by reference into the filings of Choice Hotels
International, Inc. under the Securities Act or the Exchange Act, regardless of
any general incorporation language in such filings. This Current Report will not
be deemed an admission as to the materiality of any information of the
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.


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Item 9.01. Financial Statements and Exhibits



(d) Exhibits.



Exhibit No.       Description

 2.1                Share Sale and Purchase Agreement, dated as of June 12, 2022 by
                  and among Choice Hotels International, Inc., Radisson Holdings
                  Inc., Radisson Hospitality, Inc., Aplite Holdings AB and Radisson
                  Hospitality Belgium BV/SRL.*

99.1                Press Release, dated June 13, 2022, issued by Choice Hotels
                  International, Inc.

99.2                Investor Presentation, dated June 13, 2022


* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of an omitted exhibit or

schedule to the Securities and Exchange Commission upon request by the

Securities and Exchange Commission.




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