Nominees Are Seasoned Leaders with Financial
and Operational Experience Across Hospitality, Franchising and
Other Relevant Industries
Wyndham Shareholders Deserve a Board Focused
on Good Governance and Its Fiduciary Duty to Drive Shareholder
Value
NORTH
BETHESDA, Md., Jan. 22,
2024 /PRNewswire/ -- Choice Hotels International,
Inc. (NYSE: CHH) ("Choice"), one of the world's most
successful lodging franchisors, today announced that it has
proposed eight independent, highly qualified individuals to stand
for election at the 2024 Annual Shareholder Meeting of Wyndham
Hotels & Resorts, Inc. (NYSE: WH) ("Wyndham").
Stewart W. Bainum, Chair of
Choice's Board of Directors, said, "These nominees are proven
leaders with wide-ranging expertise across relevant industries,
including deep proficiency in the hospitality and franchising
sectors. We are confident the nominees' industry, finance,
governance and board experience will greatly benefit Wyndham
shareholders. Most importantly, if elected, the nominees will
exercise their independent judgment to serve Wyndham shareholders'
best interests, which Choice believes is to move with urgency to
maximize the value that could be created for them through a
combination with Choice."
Patrick Pacious, President and
Chief Executive Officer of Choice, said, "With this slate of
independent, highly qualified candidates for election to the
Wyndham Board, Wyndham shareholders will have an opportunity to be
represented by a board that will fulfill its fiduciary duty to act
in the shareholders' best interests and consider any and all paths
to create value. Unfortunately, the current Wyndham Board continues
to refuse to engage in meaningful negotiations regarding a
combination with Choice that would create extraordinary value. By
supporting these nominees and participating in our exchange offer,
Wyndham shareholders can send a clear message to the Wyndham
Board."
The nominees proposed by Choice understand the nuances of the
franchising model and the increasing pressure franchisees face from
rising operating costs, larger hotel chains and dominant online
travel agencies – pressures that will only mount as the lodging
sector becomes even more competitive with new brand entrants. The
nominees are:
Barbara Bennett:
Barbara Bennett has served as the
Founder and Principal Executive of Bennett West LLC, a business
consulting firm, since 2020. While consulting at Bennett West, she
served as the Chief Operating Officer for Waverley Street
Foundation, a start-up nonprofit supporting community climate
solutions. Ms. Bennett spent the majority of her career at
Discovery Communications, Inc., where she served for 17 years in
senior financial leadership roles, including as the Chief Financial
Officer. Ms. Bennett has served in various other executive roles
throughout her career, including as President and Chief Operating
Officer of Vulcan Inc., a diversified management company founded by
the late Paul Allen, the Executive
Vice President and Chief Financial Officer of Digital First Media
and the senate-confirmed Chief Financial Officer of the U.S.
Environmental Protection Agency, as well as on a variety of
non-profit and for-profit boards. Throughout her career, she has
acquired substantial experience in executive leadership,
governmental matters, corporate finance and corporate
governance.
Emanuel Pearlman:
Emanuel Pearlman has served as the
Chair and Chief Executive Officer of Liberation Investment Group,
an investment management and financial consulting firm which he
founded, since 2003. On top of his 20-plus years of experience in
multiple disciplines including hospitality, travel and corporate
finance, Mr. Pearlman has been a valuable addition on the boards of
numerous public companies throughout his career, including current
service on the boards of Diebold
Nixdorf, Inc., a global company that provides banking
solutions and retail technology systems (member of the Finance and
People & Compensation Committees), Network-1 Technologies,
Inc., an intellectual property development and monetization service
provider (Chair of the Audit Committee and member of the Nominating
and Corporate Governance Committee), and MidCap Financial
Investment Corporation, a business development organization focused
on providing senior debt solutions to middle market companies
(member of the Audit, Compensation and Nominating and Corporate
Governance Committees). He previously served on, among others, the
boards of Red Box Entertainment, Inc. (Chair of the Strategic
Review Committee), Atlas Crest Investment Corp. (Chair of the Audit
Committee and member of the Compensation and Nomination &
Governance Committees), Atlas Crest Investment Corp. II (Chair of
the Audit Committee and member of the Compensation and Nomination
& Governance Committees), Empire Resorts, Inc. (Chair of the
Board) and CEVA Logistics, AG (member of the Audit and Nomination
& Governance Committees). Mr. Pearlman has substantial mergers
and acquisitions, corporate finance and corporate governance
experience.
Fiona Dias: Fiona Dias is a digital commerce consultant and
served as the Chief Strategy Officer of ShopRunner, an online
shopping service, from 2011 to 2014. Prior to her role at
ShopRunner, Ms. Dias held the Executive Vice President of Strategy
& Marketing role at GSI Commerce, Inc., a provider of digital
commerce solutions. Prior to that, she was the Executive Vice
President and Chief Marketing Officer of Circuit City Stores, a
specialty retailer of consumer electronics, and also served in
senior marketing positions with PepsiCo, Pennzoil-Quaker State, and
Procter & Gamble. Ms. Dias also has substantial
experience on numerous public company boards, including current
service on the boards of Anywhere Real Estate, Inc., the leading
and most integrated provider of U.S. residential real estate
services (member of the Compensation and Product & Technology
Committees), and Qurate Retail, Inc., the largest player in video
commerce (member of the Audit and Nominating & Governance
Committees). She previously served on the boards of Berkshire Grey
Inc. (Chair of the Nominating & Governance Committee and member
of the Audit Committee), Advance Auto Parts Inc. (member of the
Compensation, Finance, and Nominating & Governance Committees),
Home Shopping Network, Inc. (member of the Compensation Committee),
Choice Hotels International, Inc. (Chair of the Diversity Committee
and member of the Compensation and Nominating & Governance
Committees) and Lifetime Brands Inc. Ms. Dias has substantial
knowledge in hospitality, executive leadership and corporate
governance.
James Nelson: James Nelson has served as Chief Executive
Officer of Global Net Lease, Inc., a publicly traded real estate
investment trust focused on acquiring a global portfolio of
commercial properties, since 2017. Mr. Nelson led the September 2023 merger of The Necessity Retail
REIT Inc. and Global Net Lease. Before Global Net Lease, Mr. Nelson
was Chair and Chief Executive Officer of Eaglescliff Corporation, a
specialty investment banking, consulting, and wealth management
company. He also has substantial experience on numerous public
company boards, including current service on the boards of Global
Net Lease and Chewy, Inc., a leading digital pet product
marketplace (Chair of the Audit Committee). He previously served
on, among others, the boards of Xerox Holdings Corporation (Chair
and member of the Audit, Technology and Corporate Governance
Committees), Roman DBDR Tech Acquisition Corp. (Chair of the Audit
Committee), Herbalife Ltd. (Lead
Director and member of the Audit Committee), Caesars Entertainment
Corporation (member of the Audit Committee) and Icahn Enterprises
G.P. Inc. (member of the Audit Committee). Mr. Nelson has nearly
four decades of professional experience in mergers and
acquisitions, executive leadership, corporate finance and corporate
governance.
Jay Shah: Jay Shah has served as the Executive Chair of
the Board of Trustees of Hersha Hospitality Trust, also known as
Hersha Hotels and Resorts, a real estate investment trust that owns
and operates luxury and lifestyle hotels in urban gateway and
regional resort markets, since 2023. He previously served as its
Chief Executive Officer. Mr. Shah also currently serves on the
board of HHM Hotels, a private equity backed hotel management and
investment platform, as well as the Cornell
University Dean's Advisory Board for the School of Hotel
Administration. He is also on the board of the American Hotel and
Lodging Association. Mr. Shah is an experienced hospitality
executive with expertise in franchising, hotel management,
executive leadership and corporate finance.
Nana Mensah: Nana Mensah has served as the founder, Chair and
Chief Executive Officer of 'XPORTS Inc., a privately held company
that exports food packaging and food processing equipment to
distributors and wholesalers outside of the United States, since 2005. Prior to his
role at 'XPORTS, Mr. Mensah served as the Chief Operating Officer
of Church's Chicken. He has also held senior positions with Long
John Silver's, PepsiCo and KFC throughout his career. Mr. Mensah
currently serves on the board of public company Darden Restaurants
Inc., a premier full-service dining company and franchisor for more
than 1,900 restaurants (Chair of the Finance Committee and member
of the Compensation Committee). He previously served on the board
of Reynolds American Inc. (Chair of the Compensation &
Leadership Development Committee and member of the Corporate
Governance, Nominating and Sustainability Committee). Mr. Mensah
has spent decades building a wealth of knowledge in franchising,
hospitality, mergers and acquisitions and corporate governance.
Susan Schnabel:
Susan Schnabel has served as the
Founder and Co-Managing Partner of aPriori Capital Partners, an
independent leveraged buyout fund advisor, since 2014. Prior to her
role at aPriori, she spent 14 years at Credit Suisse, including as
Managing Director in the Asset Management Division and Co-Head of
DLJ Merchant Banking Partners. She has substantial experience on
numerous public company boards, including current service on the
boards of Altice USA Inc., one of
the largest broadband communications and video services providers
in the United States (member of
the Audit and Compensation Committees), Kayne Anderson BDC, an
investment organization focused on debt investments in
middle-market companies (member of the Audit and Nominating
Committees), and KKR Private Equity Conglomerate (member of the
Audit Committee). She previously served on the board of Versum
Materials, Inc. (member of the Audit, Corporate Governance and
Nominating Committees). Ms. Schnabel has substantial experience in
mergers and acquisitions, executive leadership and corporate
finance.
William Grounds:
William Grounds has served as
Principal of his wholly owned advisory business, Burraneer Capital
Advisors LLC, since 2022. Additionally, he served as the President
and Chief Operating Officer of Infinity World Development Corp.,
whose principal business was a $5
billion investment in the CityCenter mixed use integrated
resort property located in Las Vegas,
Nevada. Mr. Grounds also led the private equity real estate
funds management business for Investa Property Group, a real estate
investment manager. Mr. Grounds currently serves on the boards of
directors of PointsBet Holdings, a global online gaming company,
and Consumer Portfolio Services, a consumer finance company (member
of the Compensation and Nominating Committees). He previously
served on the boards of public companies MGM Resorts International
(member of the Corporate Social Responsibility and ESG Committees)
and Remark Holdings (member of the Compensation, Audit &
Nominating & Governance Committees). Mr. Grounds is an
experienced leader in hospitality, real estate, executive
leadership and corporate finance.
Advisors
Moelis & Company LLC, Goldman Sachs & Co. LLC and Wells
Fargo are serving as financial advisors to Choice and
Willkie Farr & Gallagher LLP and
Axinn, Veltrop & Harkrider LLP are serving as
legal advisors.
About Choice Hotels®
Choice Hotels International, Inc. (NYSE: CHH) is one of the
largest lodging franchisors in the world. The challenger in
the upscale segment and a leader in midscale and extended stay,
Choice® has over 7,500 hotels, representing more than 630,000
rooms, in 46 countries and territories. A diverse portfolio of 22
brands that range from full-service upper upscale properties to
midscale, extended stay and economy enables Choice® to meet
travelers' needs in more places and for more occasions while
driving more value for franchise owners and shareholders. The
award-winning Choice Privileges® loyalty program and co-brand
credit card options provide members with a fast and easy way to
earn reward nights and personalized perks. For more
information, visit www.choicehotels.com.
Forward-looking Statements
Information set forth herein includes "forward-looking
statements". 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 include, but are not limited to, the
ultimate outcome of any possible transaction between Choice and
Wyndham (including the possibility that the parties will not agree
to pursue a business combination transaction or that the terms of
any definitive agreement will be materially different from those
described); uncertainties as to whether Wyndham will cooperate with
Choice regarding the proposed transaction; Choice's ability to
consummate the proposed transaction with Wyndham; the conditions to
the completion of the proposed transaction, including the receipt
of any required shareholder approvals and any required regulatory
approvals; Choice's ability to finance the proposed transaction
with Wyndham; Choice's indebtedness, including the substantial
indebtedness Choice expects to incur in connection with the
proposed transaction with Wyndham and the need to generate
sufficient cash flows to service and repay such debt; the
possibility that Choice may be unable to achieve expected synergies
and operating efficiencies within the expected timeframes or at all
and to successfully integrate Wyndham's operations with those of
Choice, including the Choice rewards program; the possibility that
Choice may be unable to achieve the benefits of the proposed
transaction for its franchisees, associates, investors and guests
within the expected timeframes or at all, including that such
integration may be more difficult, time-consuming or costly than
expected; that operating costs and business disruption (without
limitation, difficulties in maintaining relationships with
associates, guests or franchisees) may be greater than expected
following the proposed transaction or the public announcement of
the proposed transaction; and that the retention of certain key
employees may be difficult. Such statements may relate to
projections of Choice's revenue, expenses, adjusted EBITDA,
earnings, debt levels, ability to repay outstanding indebtedness,
payment of dividends, repurchases of common stock and other
financial and operational measures, including occupancy and open
hotels, revenue per available room, Choice's ability to benefit
from any rebound in travel demand, and Choice's liquidity, among
other matters. 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.
These and other risk factors that may affect Choice's or
Wyndham's operations are discussed in detail in the applicable
company's filings with the Securities and Exchange Commission,
including the applicable company's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. These forward-looking statements
speak only as of the date of this publication or as of the date to
which they refer, and Choice assumes 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.
Additional Information
This communication relates to a proposal that Choice has made
for a business combination transaction with Wyndham, the exchange
offer which Choice, through WH Acquisition Corp., its wholly owned
subsidiary, has made to Wyndham stockholders and the nomination of
nominees for Wyndham's 2024 Annual Meeting of Stockholders (the
"Wyndham 2024 Annual Meeting"). The exchange offer is being made
pursuant to a tender offer statement on Schedule TO (including the
offer to exchange, the letter of election and transmittal and other
related offer documents) and a registration statement on
Form S-4 filed by Choice on December 12, 2023. These materials, as may be
amended from time to time, contain important information, including
the terms and conditions of the exchange offer. In furtherance of
this proposal and subject to future developments, Choice (and, if
applicable, Wyndham) may file additional registration statements,
proxy statements, tender or exchange offers or other documents with
the Securities and Exchange Commission (the "SEC"), including the
Wyndham Annual Meeting Proxy Statement (as defined below). This
communication is not a substitute for any proxy statement,
registration statement, tender or exchange offer document,
prospectus or other document Choice and/or Wyndham have filed or
may file with the SEC in connection with the proposed
transaction.
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. Choice intends to file a proxy
statement (the "Wyndham Annual Meeting Proxy Statement") and
accompanying BLUE proxy card with the SEC with respect to the
Wyndham 2024 Annual Meeting. INVESTORS AND SECURITY HOLDERS OF
CHOICE AND WYNDHAM ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION STATEMENT, TENDER OFFER STATEMENT, PROSPECTUS
(INCLUDING THE FORM S-4, OFFER TO EXCHANGE, THE LETTER OF ELECTION
AND TRANSMITTAL AND OTHER RELATED OFFER DOCUMENTS EACH FILED BY
CHOICE WITH THE SEC ON DECEMBER 12,
2023) AND/OR OTHER DOCUMENTS FILED WITH THE SEC INCLUDING
ANY AMENDMENTS TO PREVIOUSLY FILED DOCUMENTS CAREFULLY IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Any definitive proxy statement(s) or
prospectus(es) (if and when available), including the Wyndham
Annual Meeting Proxy Statement, will be mailed to shareholders of
Choice and/or Wyndham, as applicable. Investors and security
holders may also obtain free copies of these documents (if and when
available), including the Wyndham Annual Meeting Proxy Statement,
and other documents filed with the SEC by Choice through the web
site maintained by the SEC at www.sec.gov, and by visiting Choice's
investor relations site at www.investor.choicehotels.com.
This communication is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC. Nonetheless, Choice, its executive officers and
directors, WH Acquisition Corporation, which is the wholly owned
subsidiary of Choice formed to facilitate the exchange offer
("Purchaser") and the candidates nominated by Choice for
election at the Wyndham 2024 Annual Meeting (the "Choice Nominees")
may be deemed to be participants in the solicitation of proxies.
You can find information about Choice and its executive officers
and directors in the Annual Report on Form 10-K for the
year ended December 31, 2022 filed by
Choice with the SEC on March 1, 2023
and the definitive Proxy Statement on Schedule 14A filed by Choice
with the SEC on April 18, 2023. You
can find information about Purchaser and further information about
Choice and its executive officers and directors in the registration
statement on Form S-4 filed by Choice on December 12, 2023. Information about the Choice
Nominees is available at www.createvaluewithchoice.com and
will be included in the Wyndham Annual Meeting Proxy Statement.
Additional information regarding the interests of such potential
participants will be included in additional registration
statements, proxy statements, tender or exchange offer documents or
other documents filed with the SEC. These documents (if and when
available) may be obtained free of charge from the SEC's website at
www.sec.gov and by visiting Choice's investor relations site at
www.investor.choicehotels.com.
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SOURCE Choice Hotels International, Inc.