UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.        )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

COREPOINT LODGING INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED DECEMBER 17, 2021.

April 12, 2019

[●]

Dear Stockholder:

Please join us forOn November 6, 2021, CorePoint Lodging Inc.’s Annual Meeting, a Maryland corporation (“CorePoint”), entered into a definitive merger agreement to be acquired by Cavalier Acquisition Owner LP (“Cavalier”). Pursuant to and subject to the terms and conditions of the merger agreement (as amended, modified or assigned), CorePoint will be merged with and into a wholly owned subsidiary of Cavalier (“Merger Sub”) and Merger Sub will survive the merger as a wholly owned subsidiary of Cavalier.

If the merger is completed, our common stockholders will have the right to receive, without interest and subject to applicable withholding taxes, (i) $15.65 in cash plus (ii), if applicable, incremental cash consideration per share in certain circumstances if CorePoint resolves prior to the closing the previously disclosed tax proceedings, which we refer to as the “IRS Matter,” with the Internal Revenue Service (“IRS”) related to an ongoing audit of CorePoint entities in existence prior to CorePoint’s 2018 spin-off from La Quinta Holdings Inc., less (iii) the per share amount of any dividends paid to common stockholders between the date of the merger agreement and the effective time of the merger determined by CorePoint to be necessary to maintain CorePoint’s qualification for taxation as a real estate investment trust, although CorePoint does not expect any such dividends to be paid (collectively, the “per share merger consideration”), for each share of common stock, par value $0.01 per share, of CorePoint (“CorePoint common stock”) that they own immediately prior to the effective time of the merger. The amount of such potential additional cash consideration, if any, payable to holders of CorePoint common stock is determined based on the amount, if any, by which the settlement amount with respect to the IRS Matter (including any penalties and accrued interest with respect thereto) is less than $160 million, as described in more detail in the section of the accompanying proxy statement entitled “The Merger—Merger Consideration—What Stockholders Will Receive in the Merger” beginning on Thursday, May 16, 2019,page 34. There can be no assurances that any additional consideration will be received by the holders of CorePoint common stock. For more information about the IRS Matter, please see the accompanying proxy statement.

In addition, at 10:00the effective time, each share of CorePoint Cumulative Redeemable Series A Preferred Stock, par value $0.01 per share (the “CorePoint preferred stock”), that is issued and outstanding immediately prior to the effective time shall automatically be converted into a unit of a newly created series of preferred limited partnership interests of Merger Sub with substantially identical powers, preferences, privileges and rights as the CorePoint preferred stock.

You are cordially invited to attend a special meeting of our stockholders to be held virtually in connection with the proposed merger on [●], 2022 at [9:00] a.m., Central Time at La Quinta Inn & Suites DFW Airport South/Irving, 4105 West Airport Freeway, Irving, Texas 75062.

Attached(the “special meeting”). You will be able to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This Proxy Statement and the enclosed proxy card and annual report are first being sent to stockholders on or about April 12, 2019. We urge you to read the accompanying materials regarding the matters to be voted on atattend the meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/CPLG2022SM. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to submit your voting instructionsattend the meeting in person. At the special meeting, stockholders will be asked to consider and vote on a proposal to approve the merger and the other transactions contemplated by proxy.the merger agreement (the “merger proposal”). Approval of the merger proposal requires the affirmative vote of the holders of a majority of all the outstanding shares of CorePoint common stock at the special meeting.

The CorePoint board of directors unanimously has determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interest of CorePoint and its stockholders, approved and adopted the merger agreement, and declared advisable, approved and authorized the entry into the merger agreement, the merger and the consummation of the other transactions contemplated by the merger

agreement. The CorePoint board of directors made its determination after consideration of a number of factors more fully described in the accompanying proxy statement. The CorePoint board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger and the other transactions contemplated by the merger agreement.

At the special meeting, CorePoint stockholders will also be asked to vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to CorePoint’s named executive officers by CorePoint based on or otherwise relating to the merger, as required by the rules adopted by the Securities and Exchange Commission, and a proposal to approve an adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to CorePoint stockholders. The CorePoint board of directors unanimously recommends that you vote “FOR” each of these proposals.

The merger cannot be completed unless CorePoint stockholders holding a majority of all the outstanding shares of CorePoint common stock approve the merger proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you planexpect to attend the special meeting your vote is importantvirtually, please submit a proxy to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing andas promptly returning a proxy card, or you may vote in person at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card even if you plan to attend the Annual Meeting. By doingas possible so you will ensure that your shares aremay be represented and voted at the Annual Meeting.special meeting. If you intend to attend the virtual special meeting and vote during the virtual special meeting, your vote by ballot will revoke any proxy previously submitted. The failure to vote on the merger proposal will have the same effect as a vote “AGAINST” this proposal.

The obligations of CorePoint and Cavalier to complete the merger are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about Cavalier, the special meeting, the merger agreement and the merger.

Thank you for your continued support of CorePoint Lodging Inc.

Sincerely,

Sincerely,
		Mitesh B. Shah				Keith A. Cline
		Chairman of the Board of Directors				President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●] and, together with the enclosed form of proxy, is first being mailed to CorePoint stockholders on or about [●].

COREPOINT LODGING INC.

CorePoint Lodging Inc.

125 E. John Carpenter Freeway, Suite 1650

Irving, Texas 75062

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS

DFW Airport South/Irving

4105 West Airport Freeway

Irving, Texas 75062

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, PLEASE SUBMIT A PROXY OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY, INSTRUCT YOUR BROKER HOW TO VOTE YOUR SHARES OR VOTE IN PERSON AT THE VIRTUAL SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” THIS PROPOSAL.

Approval of the merger proposal requires the affirmative vote of the holders of a majority of shares of CorePoint common stock, par value $0.01 per share, outstanding at the close of business on the record date.

Approval of each of the named executive officer merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the votes cast at the special meeting on such proposal. The vote of the holders of CorePoint Cumulative Redeemable Series A Preferred Stock, par value $0.01 per share, is not required to approve any of the proposals and is not being solicited.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

The special meeting will only be conducted by live online webcast, i.e., as a “virtual meeting.” Attendance at the meeting is limited to CorePoint’s stockholders and CorePoint’s invited guests. To attend the meeting, you must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail.

The proxy statement, of which this notice forms a part, provides a detailed description of the merger agreement and the merger. We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of CorePoint common stock, please contact CorePoint’s proxy solicitor, Innisfree M&A Incorporated (“Innisfree”):

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll free: (877) 717-3930

Banks and Brokers may call collect: (212) 750-5833

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held onIrving, Texas

Thursday, May 16, 2019: This Proxy Statement and our Annual Report are available free of charge at the Investors section of our website (www.corepoint.com) under “Financial Information”.

Table of ContentsTABLE OF CONTENTS

i

COREPOINT LODGING INC.ii

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

Whether or not you plan to attend the meeting, we urge you to submit a proxy to vote to ensure your vote is counted. You may still attend the meeting and vote virtually if you have already submitted a proxy. Please choose only one method to cast your vote by proxy. We encourage you to vote by submitting a proxy over the internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. If you return your signed proxy card to us or vote by submitting your proxy by telephone or over the internet before the special meeting, and you do not subsequently revoke your proxy, we will vote your shares as you direct in such proxy.

If you return an executed proxy and do not indicate how you wish to vote with regard to a particular proposal, your shares of CorePoint common stock will be voted in favor of such proposal.

Internet and

If you are the beneficial owner of shares held in “street name,” you will have to follow the instructions provided by stockholdersyour broker, bank or other nominee to change or revoke your voting instructions provided to such broker, bank or other nominee.

For the named executive officer merger-related compensation proposal and the adjournment proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Each of the Record Date. Proxy cards with respect to shares heldnamed executive officer merger-related compensation proposal and the adjournment proposal requires for its approval the affirmative vote of record must be receiveda majority of the votes cast at the special meeting on the matter. Abstentions do not count as a “vote cast” under Maryland law. As a result, assuming a quorum is present, abstentions will have no later than May 15, 2019.

effect on the outcome of the named executive officer merger-related compensation proposal and the adjournment proposal. If you hold your shares in street“street name, you may submit voting instructions” the failure to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information frominstruct your bank, broker or other nominee on how to submit voting instructions.vote your shares of CorePoint common stock will result in such shares not being counted for purposes of determining the presence of a quorum and will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal.

In addition, pursuant to the merger agreement, as of the effective time, each outstanding PSU will become immediately vested and be cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance achieved through the effective time in accordance with the terms of such PSU, and (B) the target level performance, multiplied by (ii) the per share merger consideration, together with any applicable unpaid dividend equivalents provided under the terms of any applicable PSU award agreement, less any applicable withholding taxes required to be withheld by applicable law.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll free: (877) 717-3930

Banks and Brokers may call collect: (212) 750-5833

or

CorePoint Lodging Inc.

125 E. John Carpenter Freeway, Suite 1650

Irving, Texas 75062

Attention: Investor Relations

Telephone: (214) 501-5535

www.corepoint.com

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The proxy statement and the attached annexes contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: completion of the proposed transaction is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; required approvals to complete the proposed transaction by our stockholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of CorePoint prior to the consummation of the proposed transaction; and the satisfaction of the closing conditions to the proposed transaction; business, financial and operating risks inherent to the lodging industry; macroeconomic and other factors beyond our control, including without limitation the effects of the ongoing COVID-19 pandemic or other pandemics or outbreaks of contagious disease; the geographic concentration of our hotels; our inability to compete effectively; our concentration in the La Quinta brand; our dependence on the performance of LQ Management L.L.C., La Quinta Franchising LLC and other third-party hotel managers and franchisors; covenants in our hotel management and franchise agreements that limit or restrict the sale of our hotels; risks posed by our disposition activities, including our ability to contract with qualified buyers and the risk that purchasers may not have the access to capital or meet other requirements; risks resulting from significant investments in real estate; cyber threats and the risk of data breaches or disruptions of technology information systems; the growth of internet reservation channels; disruptions to the functioning or transition of the reservation systems, accounting systems or other technology programs for our hotels, and other technology programs and system upgrades; and our substantial indebtedness, including restrictions imposed on our ability to access our cash. Additional risks and uncertainties include, among others, those risks and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, as such factors may be updated or superseded from time to time in our periodic filings with the Securities and Exchange Commission (SEC). You are urged to carefully consider all such factors and we note that the COVID-19 pandemic may have the effect of heightening many of the risks and uncertainties described. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only to expectations as of the date of this communication. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this proxy statement, such statements or disclosures will be deemed to modify or supersede such statements in this proxy statement.

THE PARTIES TO THE MERGER

CorePoint

CorePoint Lodging Inc.

125 E. John Carpenter Freeway, Suite 1650

Irving, Texas 75062

(972) 893-3199

CorePoint Lodging Inc. is a self-administered lodging real estate investment trust (“REIT”) strategically focused on the midscale and upper midscale lodging segments, with a portfolio of select service hotels in the United States. As of September 30, 2021, the Company owned interests in approximately 160 hotels with approximately 22,000 rooms.

Our common stock is traded on the NYSE the ticker symbol CPLG. Our headquarters are located at 125 E. John Carpenter Freeway, Suite 1650, Irving, Texas 75062 and our telephone number is (972) 893-3199. Our corporate web address is www.corepoint.com.

For additional information about CorePoint included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” on page 116.

Cavalier

Cavalier Acquisition Owner LP

870 Seventh Avenue, 2^nd Floor

New York, NY 10019

(972) 444-9700

Cavalier is a Delaware limited partnership formed by a joint venture between affiliates of Highgate Holdings (“Highgate”) and Cerberus Capital Management, L.P. (“Cerberus”) for the purpose of engaging in the transactions contemplated by the merger agreement. Highgate is a leading real estate investment and hospitality management company for REITs, private equity firms, sovereign wealth funds, high net worth individuals, and other institutional investors. Cerberus is a global leader in alternative investing in assets across complementary credit, private equity, and real estate strategies.

Cavalier’s executive office is located at 870 Seventh Avenue, 2^nd floor, New York, NY 10019, telephone number (972) 444-9700.

Merger Sub

Cavalier MergerSub LP

870 Seventh Avenue, 2^nd Floor,

New York, NY 10019

(972) 444-9700

Merger Sub is a Delaware limited partnership and a direct or indirect wholly owned subsidiary of Cavalier, with principal executive offices located at 870 Seventh Avenue, 2^nd Floor, New York, NY 10019, telephone number (972) 444-9700. It was formed for the purpose of engaging in the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will merge with CorePoint, with Merger Sub surviving as a wholly owned subsidiary of Cavalier. All of the outstanding limited partnership interests of Merger Sub are, and as of the effective time of the merger will be, owned directly or indirectly by Cavalier.

THE SPECIAL MEETING

This proxy statement is being provided to CorePoint stockholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place

The special meeting of CorePoint stockholders (the “special meeting”) is scheduled to be held virtually on [●] at [9:00 a.m.], Central Time. Due to the continuing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders and others, the special meeting will be a virtual meeting of stockholders. You will be able to attend the virtual special meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/CPLG2022SM. You must have your sixteen-digit control number that is shown on your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person.

Purpose of the Special Meeting

At the special meeting, CorePoint stockholders will be asked to consider and vote on the following proposals:

CorePoint stockholders must approve the merger proposal as a condition to the completion of the merger. If CorePoint stockholders fail to approve the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on CorePoint, Cavalier, Merger Sub or the surviving entity. Accordingly, because CorePoint is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved and the closing occurs, regardless of the outcome of the advisory vote.

Recommendation of the CorePoint Board of Directors

The Board has determined that it is in the best interest of CorePoint and its stockholders and declared it advisable that CorePoint merge with and in to Merger Sub and approved the merger agreement and the transactions contemplated thereby. A description of factors considered by the Board in reaching its decision to approve and declare advisable the merger can be found in “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 47.

The Board unanimously recommends that CorePoint stockholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal.

The merger proposal must be approved as a condition for the merger to occur. If CorePoint stockholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Record Date; Stockholders Entitled to Vote

Only holders of CorePoint common stock at the close of business on [●], the record date for the special meeting (the “record date”), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on the record date, [●] shares of CorePoint common stock were issued and outstanding.

Holders of CorePoint common stock are entitled to one vote for each share of CorePoint common stock they own at the close of business on the record date. All holders of record of CorePoint preferred stock at the close of business on the record date are entitled to notice of, but may not vote at, the special meeting.

Quorum

The presence at the virtual special meeting, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast as of the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the Annual Meeting?special meeting. If no quorum is present at the special meeting, the chairperson of the meeting or the stockholders holding a majority of the votes cast at the special meeting, may adjourn the special meeting to another place, date or time. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject CorePoint to additional expense.

If you aresubmit a stockholder of record and prefer to voteproperly executed proxy card or submit your proxy over the internet or by telephone, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the Annual Meeting, you must bring proof of identification along with your proof of stock ownership on the Record Date.special meeting. If you hold your shares in street“street name, you may only vote shares at” the Annual Meeting if you bring a signed proxy from the record holder (broker, bank or other nominee) giving you the rightfailure to vote the shares, as well as proof of identification and proof of ownership.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.

How do I attend the Annual Meeting?

In order to be admitted to the meeting, you will need to present (1) a form of personal identification, and (2) proof of your stock ownership of CorePoint Lodging Inc. stock on the Record Date.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

For directions to the meeting, you may contact La Quinta Inn & Suites DFW Airport South/Irving at1-972-252-6546.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal.

Failure to Vote and Broker Non-Votes

The proposal to approve the merger requires the affirmative vote of the holders of a majority of the outstanding shares of CorePoint common stock. Therefore, the failure to vote will have the same effect as a vote “AGAINST” the proposal to approve the merger.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of majority of the votes cast at the special meeting on the proposal. Consequently, the failure to vote will have no impact on the outcome of the proposal.

The proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the votes cast at the special meeting on the proposal. Consequently, the failure to vote will have no impact on the outcome of the proposal.

A broker non-vote occurs when shares held by a bank, broker, trust or other nominee are represented at a meeting, but the bank, broker, trust or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular proposal, but has discretionary voting power on other proposals at such meeting. Under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not knowhave discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of CorePoint common stock held in “street name” does not give voting instructions to the broker, bank or other nominee with respect to at least one of the three proposals, then those shares will not be counted as present virtually or by proxy at the special meeting (including for purposes of determining a quorum). Because all three proposals are non-discretionary matters, it is not expected that there will be any mattersbroker non-votes at the special meeting; however, it is possible that a broker non-vote could occur with respect to one or more of the proposals to the extent that voting instructions are given to a broker, bank or other nominee with respect to at least one but less than all of the proposals. Because the proposal to approve the merger requires the affirmative vote of a majority of the outstanding shares of CorePoint common stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to approve the merger. Because the approval of each of (i) the non-binding compensation advisory proposal and (ii) the proposal to adjourn the special meeting from time to time if necessary or appropriate requires the affirmative vote of a majority of the votes cast at the special meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions will have no effect on approval of each such proposal.

Voting by CorePoint’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of CorePoint and their affiliates were entitled to vote [●] shares of CorePoint common stock, or approximately [●]% of the shares of CorePoint common stock issued and outstanding on that date. CorePoint currently expects that these directors and executive officers will vote such shares of CorePoint common stock in favor of the merger proposal and the other proposals to be raisedconsidered at the Annual Meeting other than those referredspecial meeting, although none of them has entered into any agreement obligating them to in this Proxy Statement. If other matters are properly presenteddo so.

Attendance and Voting at the AnnualSpecial Meeting for consideration and

If your shares are registered directly in your name with our transfer agent (Broadridge Corporate Issuer Solutions, Inc.), you are considered a “stockholder of record.” If you are a stockholder of record, there are four

methods by which you may vote your shares or have your shares voted at the special meeting. You may attend the virtual special meeting and have submitted a proxy card,vote your shares in person at the virtual special meeting, or you may cause your shares to be voted by authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting by returning the executed proxy card by mail or by voting through the internet or by telephone. If you choose to submit a proxy to vote your shares over the internet or by telephone, there is no need for you to mail back your proxy card. Although CorePoint offers four different voting methods, CorePoint encourages you to submit a proxy to vote either over the internet or by telephone to ensure that your shares are represented and voted at the special meeting.

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name.” The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Notice of electronic availability of proxy materials, including voting instructions, should be forwarded to you by that organization. If you request printed copies of these proxy materials by mail, you will receive a voting instruction form.

Stockholders who are entitled to vote at the special meeting may attend the virtual special meeting. To attend and participate in the meeting, you must have your sixteen-digit control number that is shown on your proxy card or the instructions that accompanied your proxy materials. You may attend and access the virtual special meeting by visiting www.virtualshareholdermeeting.com/CPLG2022SM. You will havebe able to submit questions during the discretionmeeting by typing in your question into the “ask a question” box on the meeting page. Stockholders may also submit appropriate questions in advance on the day of the special meeting by logging into www.proxyvote.com and entering your sixteen-digit control number. Once past the login screen, click on “Submit Questions,” type in the question and click “Submit”. Should you require technical assistance, support will be available by dialing 844-986-0822 (US) or 303-562-9302 (international) during the meeting; these telephone numbers will also be displayed on the meeting webpage.

Revocation of Proxies

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the record holder of your shares, you may revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the virtual special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to CorePoint or by sending a written notice of revocation to CorePoint, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for you.it to be received by CorePoint before the special meeting. Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of internet or telephonic voting instructions, must be received before 10:59 p.m. Central Time on [●].

WhoIf you are the beneficial owner of shares held in “street name,” you should contact your broker, bank or other nominee with questions about how to change or revoke your voting instructions.

Solicitation of Proxies

The Board is soliciting your proxy, and CorePoint will pay for the cost of this proxy solicitation?

We will paybear the cost of soliciting proxies. ProxiesInnisfree M&A Incorporated (“Innisfree”) has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $40,000, plus a contingent success fee of $20,000, subject to potential increase in certain circumstances, and will be reimbursed for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokersdistributed through brokers, banks, and other nominees will be requested to solicit proxies or authorizations fromthe beneficial owners andof shares of CorePoint common stock, in which case these parties will be reimbursed for their reasonable out-of-pocketexpenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Innisfree or, without additional compensation, by certain of CorePoint’s directors, officers and employees.

Adjournments and Postponements

In addition to the merger proposal and the named executive officer merger-related compensation proposal, CorePoint stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement is timely provided to CorePoint stockholders. Whether or not a quorum is present, the chairperson of the meeting may adjourn the special meeting to another place, date or time. In addition, if a quorum is present, then the holders of a majority of the votes cast on the adjournment proposal may approve the adjournment proposal and adjourn the meeting. In addition, the special meeting could be postponed before it commences. If the special meeting is adjourned or postponed for the purpose of soliciting additional votes, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a signed proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

The Board unanimously recommends a vote “FOR” the adjournment proposal, if necessary or appropriate, to solicit additional proxies.

PROPOSAL NO. 1—ELECTION OF DIRECTORSImportant Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on [●]

The numbernotice of directors that comprise our Boardspecial meeting and proxy statement is available at http://www.proxyvote.com.

Questions

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of Directors is currently set at eleven. Uponthis proxy statement or the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has considered and nominated each of the following nominees for aone-year term expiring at the 2020 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified: James R. Abrahamson, Glenn Alba, Jean M. Birch, Alan J. Bowers, Keith A. Cline, Giovanni Cutaia, Alice E. Gould, B. Anthony Isaac, Brian Kim, David Loeb and Mitesh B. Shah. Action will be taken at the Annual Meeting for the election of these nominees. All 11 nominees currently serve on the Board.

Unless otherwise instructed, the persons named in the form ofenclosed proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. All of the nominees have indicated that they will be willing and able to serve as directors. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominees for Election to the Board of Directors in 2019

The following information describes the offices held, other business directorships and the term of service of each director nominee.or voting instructions, please contact Innisfree, our proxy solicitor, or CorePoint:

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERSMERGER

Our Board of Directors manages or directs our business and affairs, as provided by Maryland law, and conducts its business through meetingsThe discussion of the Boardmerger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of Directorswhich is attached to this proxy statement as Annex A and four standing committees:hereby incorporated by reference into this proxy statement.

Structure of the Audit Committee;Merger

Subject to the Compensation Committee;terms and conditions of the Nominatingmerger agreement and Corporate Governance Committee;in accordance with the MGCL and the Capital Committee.DRULPA, at the effective time, CorePoint will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger and as a wholly owned subsidiary of Cavalier.

On May 30,Merger Consideration — What Stockholders Will Receive in the Merger

Adjustments to the Merger Consideration. Upon the terms and subject to the conditions of the merger agreement, at the effective time, CorePoint common stockholders will have the right to receive, without interest and subject to applicable withholding taxes, (i) $15.65 in cash plus (ii), if applicable, incremental cash consideration per share in certain circumstances if CorePoint resolves prior to the closing the previously disclosed tax proceedings, which we refer to as the “IRS Matter,” with the Internal Revenue Service (“IRS”) related to an ongoing audit of CorePoint entities in existence prior to CorePoint’s 2018 we were spun offspin-off from La Quinta Holdings Inc., less (iii) the per share amount of any dividends paid to common stockholders between the date of the merger agreement and the effective time of the merger determined by CorePoint to be necessary to maintain CorePoint’s qualification for taxation as parta REIT, although CorePoint does not expect any such dividends to be paid, as further discussed below (collectively, the “per share merger consideration”), for each share of a plan approved by LQH Parent’s board of directors to spin off its hotel ownership business into an independent, publicly traded companyCorePoint common stock that they own immediately prior to the effective time of the merger (other than any cancelled shares or converted shares or Restricted Stock (as defined below)).

IRS Closing Agreement. The payment of LQH Parentany such additional cash consideration, as described in clause (ii) of the immediately preceding paragraph entitled “Adjustments to Merger Consideration” above, is dependent on CorePoint entering into a definitive closing agreement with the IRS prior to the closing. The amount of such potential additional cash consideration, if any, payable to holders of CorePoint common stock is determined based on the amount, if any, by which the settlement amount with respect to the IRS Matter (including any penalties and accrued interest with respect thereto) is less than $160 million. CorePoint received a wholly-owned subsidiarysettlement offer from the IRS with respect to the IRS Matter on November 5, 2021. On the basis of Wyndham Worldwide Corporation.such offer, CorePoint entered into a settlement agreement on Form 870-AD with the IRS on November 29, 2021 (the “November 29 Closing Agreement”), which provides for total payments by CorePoint of approximately $89.6 million plus statutory interest through the date of payment to the IRS. Pursuant to the November 29 Closing Agreement, the total payment amount for the settlement of the IRS Matter is dependent on the calculation of interest by the IRS, which includes a determination by the IRS of the applicable statutory interest rates and applicable time periods, and the date on which the settlement payment (including interest as calculated by the IRS) is made to the IRS. As a result, CorePoint cannot determine the total payment amount with specificity as of the date of this proxy statement. However, pursuant to the November 29 Closing Agreement, based on the foregoing and assuming that CorePoint makes the settlement payment to the IRS on or about the date of the effective time of the merger, CorePoint currently estimates that the amount of any such additional consideration will likely be between approximately $0.10 per share and approximately $0.35 per share, although there can be no assurance that any such additional consideration will fall within that range. Following receipt by CorePoint of the determination by the IRS of the applicable statutory interest rate and calculation by the IRS of the interest payable, CorePoint expects to inform the holders of CorePoint common stock of the expected amount of any additional consideration as determined based on such calculation by the IRS. In connection with thespin-off, LQH Parent distributed closing, CorePoint expects to its stockholders allinform the holders of CorePoint of the approximately 59.0 million then-outstandingdefinitive amount of any such additional consideration. There can be no assurances that any additional consideration will be received by the holders of CorePoint common stock. CorePoint’s entry into any IRS settlement is not a condition to the closing of the merger.

Special Dividend. The potential reduction of the cash consideration by the per share amount of any dividends paid to common stockholders between the date of the merger agreement and the effective time of the merger, as described in clause (iii) of the paragraph entitled “Adjustments to Merger Consideration” above, is dependent on CorePoint determining the payment of such dividends to be necessary to maintain CorePoint’s qualification for taxation as a REIT. CorePoint does not currently expect the payment of any such dividend prior

to the effective time of the merger to be necessary to maintain CorePoint’s qualification for taxation as a REIT, and as such does not currently expect any corresponding reduction of the cash consideration as a result of such dividend.

Treatment of CorePoint Equity Awards

The merger agreement provides that outstanding equity-based awards issued under CorePoint’s equity incentive plans will be treated as set forth below:

Stock Units. Immediately prior to the effective time, each outstanding share of CorePoint common stock subject to vesting restrictions (“Restricted Stock”), restricted stock unit (other than a performance-based restricted stock unit (“PSU”)) (“RSU”) or deferred stock unit granted under the CorePoint 2018 Omnibus Incentive Plan (each, a “Stock Unit”) will, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and the holder of such Stock Unit will be entitled to receive (without interest), at or promptly after the effective time, an amount in cash equal to (x) the total number of shares of ourCorePoint common stock par value $0.01 per share.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

The stockholders agreement described under “Transactions with Related Persons—Stockholders Agreement” provides that Blackstone has the right to nominate to our Board of Directors a number of designees approximately equalshares of CorePoint common stock subject to such PSU immediately prior to the percentageeffective time, calculated based on the greater of voting power of all shares of our capital stock entitled to vote generally in(A) actual performance achieved through the election of directors as collectively beneficially owned by Blackstone. Currently, we have two directors on our Board who are current employees of Blackstone and who were recommended by Blackstone as director nominees pursuant to the stockholders agreement (Messrs. Cutaia and Kim), and we have one director on our Board who is a retired employee of Blackstone (Mr. Alba). The provisions of the stockholders agreement regarding the nomination of directors will remain in effect until Blackstone is no longer entitled to nominate a director to our Board of Directors, unless Blackstone requests that they terminate at an earlier date.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries.

Our Corporate Governance Guidelines define independenceeffective time in accordance with the independence definitionterms of such PSU, and (B) target level performance, multiplied by (ii) the per share merger consideration, together with any applicable unpaid dividend equivalent rights provided under the terms of any applicable PSU award agreement, less applicable taxes required to be withheld with respect to such payment.

Effects on CorePoint if the Merger Is Not Completed

If the merger proposal is not approved by CorePoint stockholders or if the merger is not completed for any other reason, CorePoint stockholders will not receive any payment for their shares in connection with the currentmerger. Instead, CorePoint will remain an independent public company and shares of CorePoint common stock will continue to be listed and traded on the NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Boardand registered under the Exchange Act, and we will continue to file periodic reports with the SEC. In addition, if the merger is not completed, CorePoint expects that management will operate CorePoint’s business in a manner similar to that in which it is being operated today and that CorePoint stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which CorePoint operates and adverse economic conditions. Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of DirectorsCorePoint’s common stock will decline significantly. If that were to reviewoccur, it is uncertain when, if ever, the independenceprice of all directorsCorePoint’s common stock would return to the price at least annually.which it trades as of the date of this proxy statement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of CorePoint’s common stock.

Further, if the merger agreement is terminated under certain specified circumstances, CorePoint may be required to pay Cavalier a termination fee of $29 million or Cavalier may be required to pay CorePoint a

In the eventtermination fee of $58 million. See “The Merger Agreement—Termination Fees” beginning on page 99 for a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Messrs. Abrahamson, Bowers, Cutaia, Isaac, Kim, Loeb and Shah and Mses. Birch and Gould is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable NYSE guidelines, including with respect to committee membership. Our Board also has determined that each of Messrs. Abrahamson, Bowers, Loeb and Shah and Ms. Birch is “independent” for purposes of Section 10A(m)(3)discussion of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Abrahamson, Bowers, Cutaia and Shah and Ms. Gould is “independent” for purposes of Section 10C(a)(3)circumstances under which such fee may be payable.

Background of the Exchange Act. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

Director Nomination ProcessMerger

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election toSince CorePoint’s 2018 spin-off from La Quinta Holdings Inc., the Board and recommends nominees for director toCorePoint’s senior management have regularly reviewed and assessed CorePoint’s operations and financial performance, industry conditions and related developments as they may impact CorePoint’s long-term strategic plans and objectives. As part of this ongoing evaluation, the Board, for election. together with CorePoint’s executive management team, has considered various potential strategic opportunities to enhance stockholder value, which have from time to time included evaluations of potential acquisitions or dispositions of properties (including the ongoing disposition of non-core assets), and other potential financial and strategic alternatives.

In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertisefurtherance of the Board. As the applicationits consideration of these factors involves the exercisetypes of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, judgment, industry knowledge or experience, his or her ability to work collegially with the other members ofpotential strategic alternatives, the Board and his or her ability to satisfy any applicable legal requirements or listing standards. In addition, although the Board considers diversity of viewpoints, background and experiences, the Board does notCorePoint’s senior management have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. In 2018, the Company paid fees to a third-party search firm to identify potential candidates for election to our Board. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In recommending that, or determining whether, members of the Board should stand forre-election, the Nominating and Corporate Governance Committee also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board.

In addition to the process described above, the Nominating and Corporate Governance Committee also nominatesdiscussed a number of individuals designated by Blackstone as required under the provisionssuch alternatives with representatives of the stockholders agreement described under “Transactions With Related Persons—Stockholders Agreement.” EachJ.P. Morgan and Hodges Ward Elliot, LLC (“HWE”) from time to time, including during periods without any formal engagements. CorePoint has sought advice from these advisors for a number of Messrs. Cutaiareasons that include J.P. Morgan’s and Kim were recommended by Blackstone as director nominees pursuant to the stockholders agreement.

Messrs. Abrahamson, Alba, Bowers, Cline, Isaac, Loeb and Shah were recommended for election to our Board by LQH Parent. Mses. Birch and Gould were identified by a third-party search firm and evaluated and recommended for election to our Board by ournon-management directors.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and

related proceeds in an effort to grow the CorePoint Core Portfolio, potentially seeking to amend its management relationship with Wyndham, or pursuing a sale, in a portfolio or company-level transaction or in connection with a liquidation of CorePoint, of all of its properties (including the CorePoint Core Portfolio). Representatives of J.P. Morgan and HWE, respectively, discussed with the Capital Committee a number of considerations associated with the possible exploration of a change in control transaction or other strategic alternatives, which considerations included investor sentiment in light of, among other things, then-current market trends in the lodging industry and in the economy generally (including trends relating to vaccinations against COVID-19, increases in travel and overall industry demand), CorePoint’s credit profile and the financing market generally, the status and potential resolution of the IRS Matter (as defined in “The Merger Agreement—IRS Matter” beginning on page 92) and the status of, and implications regarding, the management agreements with Wyndham.

On April 30, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of Simpson Thacher in attendance. Representatives of CorePoint management provided the Board with an overview of CorePoint’s results of operations for the first quarter of 2021 and the status of CorePoint’s non-core asset disposition program. Members of the Capital Committee provided the Board with an overview of their recent discussions with representatives of J.P. Morgan and HWE, respectively, and members of the Board discussed with CorePoint management various considerations associated with a possible exploration of a change in control transaction or other potential strategic alternatives, including recent positive economic trends and depth of activity in the merger and acquisition market. Key considerations identified by the Board included the status of the IRS Matter and cooperation from Wyndham that would likely be necessary in connection with a potential change of control transaction, depending on the structure of any such transaction and the intended treatment in such transaction of the management relationship between CorePoint and Wyndham. Representatives of CorePoint management provided the Board with an update on the most recent discussions with the appeals team of the IRS that had occurred earlier that month in connection with the IRS Matter, including related expected timelines for various possible resolutions of the IRS Matter. Following discussion, upon consultation with the Board’s advisors, members of the Board expressed the view that it could be in the best interest of CorePoint stockholders for CorePoint to explore a potential change in control transaction in the near term in light of the then-current circumstances, including CorePoint’s scale, recent trends in the hotel industry and economic indicators, and CorePoint management’s preliminary view of CorePoint’s standalone forecasts, pending further review and confirmation of those forecasts. The Board instructed CorePoint management to review CorePoint management’s standalone forecasts.

On May 18, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of Simpson Thacher in attendance. Representatives of Simpson Thacher discussed with the members of the Board a number of considerations and potential decision points in connection with a possible continued evaluation by the Board of potential strategic alternatives for CorePoint, and reminded the members of the Board of their duties under applicable law.

Over the balance of May and into June, at the instruction of the Board, representatives of CorePoint management worked with representatives of J.P. Morgan to review CorePoint management’s standalone forecasts and to discuss potential strategic alternatives for CorePoint.

On June 1, 2021, representatives of CorePoint management met in Irving, Texas, with representatives of J.P. Morgan participating telephonically, to review CorePoint management’s standalone forecasts and to discuss key assumptions underlying such forecasts, including with respect to trends in the hotel REIT industry. All members of the Board were invited to join the meeting and several members of the Board participated in person, and the Board was informed that the full Board was going to be updated on the discussions and have the opportunity to review such forecasts and discuss such assumptions at the meeting of the Board that was scheduled for June 21, 2021.

On June 21, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of J.P. Morgan and Simpson Thacher in attendance. Representatives of CorePoint management

presented to the Board three standalone forecasts for CorePoint, consisting of Directorsa base plan and two growth plans, all of which had been prepared by CorePoint management and reviewed on June 1, 2021 with various members of the Board and representatives of J.P. Morgan. The Board reviewed these standalone forecasts with representatives of J.P. Morgan and representatives of CorePoint management. All three forecasts assumed that CorePoint would sell all of its properties other than the CorePoint Core Portfolio, and the two growth plans also further assumed the use of debt capital following these dispositions to acquire additional core properties. Members of the Board discussed with representatives of CorePoint management the forecasts presented, including the potential value creation opportunity of each of these plans, key underlying assumptions utilized in preparing the plans and perspectives with respect to market trends. The Board also discussed potential next steps in connection with the potential evaluation of strategic alternatives, as well as the potential impact of the IRS Matter and the management relationship with Wyndham on any such strategic alternatives.

On June 24, 2021, the Board held a telephonic meeting, with representatives of CorePoint management, representatives of Simpson Thacher and CorePoint’s tax counsel in attendance. Representatives of CorePoint’s tax counsel discussed with the Board the status of the IRS Matter, as well as the potential implications of certain strategic options available to CorePoint relating to the IRS Matter, including with respect to the oversight of:expected timing of a potential resolution and various outcome possibilities, the likelihood of a potential settlement, and potential impacts of such outcomes on CorePoint and its stockholders, both in connection with the operation of CorePoint on a standalone basis, as well as in connection with any potential process for the evaluation of strategic alternatives.

On July 6, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan and HWE, respectively, presented their respective preliminary financial analyses of CorePoint based on the forecasts prepared by CorePoint management. At the instruction of the Board, J.P. Morgan and HWE referred to the base plan prepared by CorePoint management, which constituted the CorePoint Projections (as defined in the section entitled “The Merger—FinancialProjections” beginning on page [58] of this proxy statement), for purposes of their respective analyses with respect to the potential transaction, which the Board considered to be the most appropriate of the three plans prepared by CorePoint management for such purposes in light of the Board’s view of CorePoint’s business and underlying factors such as trends in the hotel REIT industry. Members of the Board discussed with representatives of J.P. Morgan and HWE, respectively, their respective preliminary analyses as well as various potential alternatives available to CorePoint after the completion of the disposition of its non-core assets, both with respect to the continued operation on a standalone basis as well as with respect to the disposition of all of the CorePoint properties (including the CorePoint Core Portfolio) in a sale, in a portfolio or company-level transaction, or in connection with a liquidation of CorePoint. Members of the Board discussed with CorePoint’s legal and financial advisors various considerations relating to a potential sale, including investor sentiment for the lodging sector, availability of debt financing for a potential acquiror, the status and likelihood of a potential resolution of the IRS Matter, and cooperation from Wyndham that would likely be necessary in connection with such a transaction. Consistent with previous discussions, members of the Board expressed the view that any potential acquiror of CorePoint would likely need to conduct extensive due diligence with respect to the IRS Matter and that it could be beneficial to CorePoint and its stockholders in connection with a potential sale process to have certainty as to the potential exposure to CorePoint resulting from the IRS Matter. Members of the Board also discussed with its legal and financial advisors risks and benefits of a broad auction process as opposed to a targeted solicitation of potential buyers, and risks and benefits of a public announcement of the exploration of strategic alternatives in connection with such a process, as well as potential timelines and work streams. Following discussion, the Board determined to further explore strategic alternatives and to publicly announce that CorePoint was engaging in such exploration of strategic alternatives. The Board also determined that in connection with this strategic review process, CorePoint’s tax advisors should explore the amount, if any, at which the IRS may be interested in making a settlement proposal to CorePoint.

Over the course of the following months, at the instruction of the Board, CorePoint’s tax advisors continued to work with the IRS appeals team in order to ascertain the amount, if any, at which the IRS would be prepared to make a settlement proposal to CorePoint.

On July 8, 2021, CorePoint submitted a request for post-appeals mediation with respect to the IRS Matter to the IRS appeals team.

On July 13, 2021, at the instruction of the Board, CorePoint publicly announced that it had decided to explore strategic alternatives to maximize stockholder value.

Also on July 13, 2021, CorePoint entered into engagement letters with J.P. Morgan and HWE.

Over the course of July and August 2021, at the instruction of the Board, CorePoint management and its advisors engaged with potential acquirors, prepared process letters, confidentiality agreements and information materials, established a virtual data room, conducted management presentations and site visits, and prepared drafts of definitive transaction documents.

During this time, representatives of J.P. Morgan and HWE reached out to, or were approached by, approximately 70 potential acquirors of CorePoint. Of those parties, approximately 52 initially requested to enter into a confidentiality agreement, and 41 parties, including Highgate Holdings, Inc. (“Highgate”) and Cerberus Capital Management (“Cerberus”), executed confidentiality agreements with CorePoint, all of which included certain standstill provisions that automatically fell away upon the announcement of the proposed merger.

On July 26, 2021, the IRS appeals team issued a letter denying CorePoint’s request for post-appeals mediation with respect to the IRS Matter.

On July 29, 2021, the Board held a telephonic meeting, with representatives of CorePoint management, representatives of Simpson Thacher and CorePoint’s tax counsel in attendance. Representatives of CorePoint’s tax counsel discussed with the Board the status of the IRS Matter, the recent denial by the IRS of CorePoint’s request for post-appeals mediation, certain potential approaches available to CorePoint and the potential implications thereof, and expectations regarding the timing of a potential resolution through litigation in tax court or through other IRS audit resolutions. Members of the Board also discussed potential impacts of various outcomes on CorePoint and its stockholders, both in connection with the operation of CorePoint on a standalone basis as well as with respect to the ongoing auction process in connection with the evaluation of strategic alternatives for CorePoint.

From time to time following the public announcement of CorePoint’s exploration of strategic alternatives, representatives of Wyndham management contacted representatives of CorePoint management to discuss the potential impact of a change of control transaction on the management relationship between Wyndham and CorePoint. Throughout this time, representatives of CorePoint management and members of the Board had a number of discussions with CorePoint’s advisors with respect to these matters and determined that it could be beneficial to CorePoint to coordinate with Wyndham on this aspect of a transaction prior to any public announcement of a definitive agreement with respect to the potential sale of CorePoint. Upon consultation with CorePoint’s advisors, CorePoint management determined that it would engage in more formal discussions with Wyndham if the sales process were to advance to a second round.

Beginning on August 2, 2021, CorePoint provided the parties that had entered into confidentiality agreements with access to CorePoint’s virtual data room and first-round due diligence information, including the CorePoint Projections (as defined in the section entitled “The Merger—FinancialProjections” beginning on page [58] of this proxy statement) for fiscal year 2021, and only for fiscal year 2021. In addition, on August 10, 2021, representatives of J.P. Morgan sent to the parties that had entered into confidentiality agreements a process letter instructing such parties to submit initial indications of interests by August 31, 2021.

On August 31, 2021, nine bidders submitted first-round non-binding indications of interest. These bidders included Highgate, a consortium consisting of three parties which we hereafter refer to as Party A, and a bidder whom we hereafter refer to as Party B. At the instruction of CorePoint, J.P. Morgan and HWE had instructed the bidders not to assign a value to CorePoint’s potential liabilities arising from the IRS Matter in connection with these initial indications of interest. Cerberus did not submit a separate indication of interest, but representatives of Highgate contacted representatives of J.P. Morgan to request that Highgate be permitted to cooperate with Cerberus as an equity financing source in connection with the process going forward.

On September 1, 2021, the Capital Committee held a telephonic update call with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan provided an update to the Capital Committee regarding the status of the auction process and reviewed with the Capital Committee the first-round non-binding indications of interest received from the nine bidders. Members of the Capital Committee and representatives of CorePoint management discussed with their advisors the terms of these indications of interest. The Capital Committee also discussed the risks and benefits relating to potential resolutions of the IRS Matter prior to the completion of the process, if any, and the approach towards an engagement with Wyndham. Following discussion, the Capital Committee determined to recommend to the Board that CorePoint should proceed to the second round of the sale process.

On September 3, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan provided an update to the Board regarding the status of the auction process and reviewed with the Board the first-round non-binding indications of interest received from the nine bidders. Members of the Board discussed with CorePoint’s advisors and representatives of CorePoint management the terms of these indications of interest, as well as various requests from certain bidders for permission to cooperate with other counterparties, including potential equity or debt financing sources or operating partners, and the potential impact thereof on second-round indications of interests. Representatives of J.P. Morgan discussed with the Board certain considerations relating to timing and strategy for the potential second round of the process and the responses to be delivered to the various bidders. The Board considered risks and benefits of a potential sale of CorePoint as compared to risks and benefits associated with possible strategic alternatives and CorePoint’s long-term strategic plan as an independent public company. Also at this meeting, the Board discussed the status of CorePoint’s non-core asset dispositions, the likelihood of a potential resolution of the IRS Matter, and the approach towards an engagement with Wyndham. As it relates to the IRS Matter, the Board discussed with representatives of CorePoint management and its advisors the due diligence that second-round bidders would need to perform with respect to the IRS Matter in order to evaluate and attempt to quantify the expected exposure, and potential options to allocate risk relating to the IRS Matter between CorePoint and a potential acquiror or to otherwise provide certainty as to the amount of any liability relating to the IRS Matter. Following discussion, the Board instructed management and its advisors to invite the six bidders with the highest proposed valuations, including Highgate, Party A and Party B, to proceed to the second round of the process, to make available to such parties additional information in CorePoint’s virtual data room and drafts of the definitive transaction agreements. Upon consultation with its advisors, the Board determined to permit Highgate to cooperate with Cerberus as an equity financing source in connection with the process going forward. The Board also determined to engage with Wyndham with respect to the terms of any potential cooperation from Wyndham that might be beneficial to CorePoint in connection with a potential change of control transaction and determined that it could be beneficial to the auction process if the amount of any liability relating to the IRS Matter could be determined prior to the conclusion of the process, but the Board determined not to make a settlement offer to the IRS at such time.

Following the meeting, at the instruction of the Board, representatives of J.P. Morgan invited the six selected bidders, including Highgate, Party A, and Party B, to the second round of the process, and authorized Highgate to cooperate with Cerberus in connection with its potential second-round indication of interest.

After initiating the second round of the process, in September 2021, additional information was made available to the second-round bidders in CorePoint’s virtual data room, including drafts of the definitive transaction agreements, and on October 1, 2021, at the instruction of the Board, representatives of J.P. Morgan sent to the second-round bidders a process letter, requesting second-round bids be submitted by October 15, 2021, which date was subsequently extended to October 16, 2021.

On September 8, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of Simpson Thacher and CorePoint’s tax counsel in attendance, at which representatives of CorePoint’s tax counsel informed the Board of the status of the IRS Matter.

On September 29, 2021, the Board held a telephonic meeting, with representatives of CorePoint management and representatives of J.P. Morgan, Simpson Thacher and CorePoint’s tax counsel in attendance. At the meeting, representatives of CorePoint management provided an update to the Board regarding the status of the auction process and the status of discussions with Wyndham, and representatives of CorePoint’s tax counsel informed the Board of the status of the IRS Matter.

Over the course of September and up until the second-round bid deadline of October 16, 2021, representatives of CorePoint management conducted various due diligence calls with second-round bidders and their respective advisors. Throughout this process, various bidders expressed the need for clarity as to the proposed treatment of the management relationship between CorePoint and Wyndham in connection with a potential transaction. During this time, at the instruction of the Board, representatives of CorePoint management discussed with representatives of Wyndham management the potential terms of the parties’ cooperation in connection with a potential change of control transaction of CorePoint. Also during this period of time, the second-round bidders and their respective advisors engaged in tax due diligence with respect to the IRS Matter, including due diligence calls with CorePoint’s tax counsel and tax advisors. CorePoint made available documentation intended to enable bidders to evaluate and attempt to quantify the potential exposure resulting from the IRS Matter, which documentation, in CorePoint’s view, supported a conclusion that, although CorePoint intended to pursue litigation with respect to the IRS Matter, it would be reasonable for a bidder to assume the exposure to CorePoint resulting from the IRS Matter was unlikely to exceed approximately $160 million.

In addition, representatives of CorePoint’s tax counsel continued to work with the IRS appeals team in an effort to explore the amount, if any, at which the IRS would be willing to make a settlement proposal with respect to the IRS Matter.

Throughout this period, the Board and the Capital Committee continued to hold bi-weekly update calls on alternating weeks, during which members of the Board and the Capital Committee discussed with representatives of CorePoint management and its advisors the status of the sales process, the IRS Matter and the discussions with Wyndham.

On October 7, 2021, representatives of counsel to Highgate/Cerberus and representatives of counsel to Party A, respectively, submitted draft markups of the definitive transaction agreements to Simpson Thacher, and representatives of counsel to Party B provided high level reactions to the draft transaction agreements to Simpson Thacher.

On October 11, 2021, following discussions with representatives of CorePoint management and members of the Board, at the instruction of CorePoint, representatives of Simpson Thacher provided feedback to counsel to Highgate/Cerberus and counsel to Party A, respectively, with respect to their proposed markups of the transaction agreements.

On October 12, 2021, representatives of CorePoint management, members of the Board and representatives of J.P. Morgan and Simpson Thacher discussed the terms of a potential non-binding letter of intent with Wyndham and its potential impact on the second-round process and the timing of second-round indications of interest, which were due later that week.

On October 14, 2021, CorePoint and affiliates of Wyndham entered into a non-binding letter of intent providing, among other things, that upon the consummation of a change of control of CorePoint, all remaining hotel management agreements would be terminated, all franchise agreements would be transferred or replaced with new La Quinta franchise agreements, Wyndham would cooperate with CorePoint in facilitating the proposed transaction and winding down the management relationship between the parties, and CorePoint would pay to Wyndham or its affiliates certain termination fees of approximately $84 million. At the instruction of CorePoint, representatives of J.P. Morgan made available to the second-round bidders a copy of the executed non-binding letter of intent prior to the submission of second-round indications of interest.

Between October 15, 2021 and October 16, 2021, each of Highgate/Cerberus, Party A and Party B submitted second-round non-binding indications of interest and draft markups of the transaction agreements, which, in the case of each of Highgate/Cerberus and Party A, reflected improvements of certain key terms in response to the feedback delivered by representatives of Simpson Thacher based on their respective initial drafts. Each of the bidders also requested to enter into a support agreement with the Blackstone parties pursuant to which the Blackstone parties would agree to vote their shares in favor of a potential transaction. Each of the other three parties that had been invited into the second round of the process informed representatives of J.P. Morgan that it did not intend to submit a second-round indication of interest. The valuations proposed by Highgate/Cerberus and Party A were each higher than the valuation proposed by Party B. The Highgate/Cerberus proposal at this time was for $14.42 per share in cash, after taking into account the adjustment for the IRS Matter. For purposes of their second round bids, taking into account the due diligence documentation made available to bidders by CorePoint as discussed above, all three parties estimated the likely exposure to CorePoint resulting from the IRS Matter at approximately $160 million. During the course of the second round due diligence, bidders were encouraged to assume the risk of any liability arising from the IRS Matter in excess of a specified amount and to provide CorePoint stockholders with the ability to receive incremental consideration if the IRS Matter was settled for an amount less than any such specified amount.

On October 17, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan reviewed with the Board the three second-round non-binding indications of interests received, including the proposed valuations and proposed terms relating to the treatment of the IRS Matter. Representatives of CorePoint management discussed with the Board and CorePoint’s advisers that all three bidders had expressed concern with respect to the potential liability arising from the IRS Matter and had determined to price in approximately $160 million for such exposure (which included potential interest payable to the IRS) when arriving at their proposed equity valuation. Members of the Board discussed with representatives of CorePoint management and its advisors the terms of the indications of interest, potential strategy relating to responses to the three bidders, the status of discussions with the IRS appeals team with respect to the IRS Matter, the process for negotiating a definitive agreement with Wyndham, and the impact of the foregoing on the potential timing for the announcement of a transaction.

Following discussion at the October 17, 2021 meeting, the Board determined that each of Highgate/Cerberus and Party A, as the two bidders that had the highest valuation proposals and that were the furthest along in terms of being prepared to execute definitive documentation and provide committed financing, should be invited to submit improved final proposals. The Board also instructed CorePoint management and its advisors to seek to finalize a definitive agreement with Wyndham and to continue to attempt to determine the amount, if any, at which the IRS would be willing to make a settlement offer with respect to the IRS Matter. Given the Board’s desire for clarity as to the proposed approach with respect to the IRS Matter, the Board also instructed representatives of J.P. Morgan and Simpson Thacher to inform the two final bidders that the Board requested each party to submit final proposals that met certain specified criteria regarding the treatment of the IRS Matter. These requests included the absence of any closing condition relating to the IRS Matter; the absence of any downside risk to CorePoint stockholders in the event the liability relating to the IRS Matter were to exceed $160 million; and an ability for CorePoint stockholders to participate in the benefit of any settlement of the IRS Matter below the $160 million estimate that bidders had placed on such liability if such settlement were reached by or shortly following closing.

During the week of October 18, 2021, representatives of J.P. Morgan discussed with representatives of Highgate the terms of the Highgate/Cerberus indication of interest, particularly with respect to their proposed treatment of the IRS Matter. During such discussions, representatives of Highgate informed J.P. Morgan that Highgate/Cerberus insisted on a closing condition regarding a settlement of the IRS Matter and a provision allocating any liability in excess of $160 million (including interest) to CorePoint stockholders, both of which provisions were inconsistent with the terms proposed by CorePoint at the request of the Board. Also during this week, representatives of J.P. Morgan discussed with representatives of Party A the terms of Party A’s indication

of interest. During such discussions, representatives of Party A substantially accepted the terms proposed by CorePoint at the request of the Board regarding the IRS Matter. Also during this week, both Highgate/Cerberus and Party A submitted to J.P. Morgan revised indications of interest, each at an increased valuation. By October 22, 2021, the Highgate/Cerberus proposal had been further increased, but the proposed consideration was subject to decrease in connection with the IRS Matter if the liability thereunder exceeded $160 million, and the proposal contained a provision that would, in the absence of a settlement of the IRS Matter, permit Highgate/Cerberus not to close the merger but instead acquire substantially all of the assets of CorePoint while CorePoint and its stockholders would retain the liability resulting from the IRS Matter. Party A had also further increased its proposal and the difference between the two bidders’ respective valuations at this time was not material, but Party A’s proposal was not subject to decrease in connection with the IRS Matter, and, as noted above, Party A had also substantially accepted the other terms proposed by CorePoint at the request of the Board regarding the IRS Matter.

On October 22, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Members of the Board discussed with representatives of CorePoint management and its advisors the status of the final round bid process, the negotiations with Wyndham and the likelihood of obtaining a settlement offer from the IRS with respect to the IRS Matter. Representatives of Simpson Thacher reminded the members of the Board of their duties under applicable law. Representatives of J.P. Morgan informed the Board of the recent discussions with representatives of Party A and representatives of Highgate/Cerberus, respectively. In light of the more favorable terms presented by Party A with respect to conditionality and potential downside risk to CorePoint stockholders relating to the IRS Matter, the Board, upon consultation with its advisors, instructed CorePoint management and its advisors to work with Party A to finalize definitive agreements.

Over the course of the following days and throughout the week of October 25, 2021, representatives of CorePoint management and its advisors worked with representatives of Party A and its advisors to finalize definitive transaction agreements and with representatives of Wyndham to finalize a definitive agreement reflecting the October 14^th letter of intent. Also during this time, Party B submitted a revised indication of interest, which reflected a valuation below the most recent indications of interest submitted by both Highgate/Cerberus and by Party A.

During the week of October 25, 2021, representatives of Simpson Thacher sent a draft support agreement to counsel to the Blackstone parties, which provided, among other things, that the Blackstone parties would agree to vote their shares in favor of a transaction.

Also during the course of the week of October 25, 2021, Highgate/Cerberus submitted to J.P. Morgan a revised proposal at a modestly increased valuation but which continued to provide that the consideration would be subject to decrease in connection with the IRS Matter if the liability thereunder exceeded $160 million, and the proposal continued to contain a provision that would, in the absence of a settlement of the IRS Matter, permit Highgate/Cerberus not to close the merger but instead acquire substantially all of the assets of CorePoint while CorePoint and its stockholders would retain the liability resulting from the IRS Matter.

On October 27, 2021, the IRS appeals team proposed to schedule a call with CorePoint’s tax counsel for November 5, 2021, relating to the possibility of a settlement proposal from the IRS regarding the IRS Matter.

On October 28, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan reviewed again with the Board the revised indications of interest received from all three parties, including a discussion and comparison of the proposed valuations and the proposed treatment of the IRS Matter reflected in each proposal, and also the recent trading performance of CorePoint common stock. The Board considered the fact that the closing price of CorePoint common stock had increased significantly since CorePoint’s public announcement of its strategic alternatives process and that the indications of interest received from all three

parties reflected a discount to the most recent closing price per share of CorePoint common stock, but the Board noted that the indications of interest from Highgate/Cerberus and Party A both reflected a premium in excess of 30% to CorePoint’s closing stock price on July 13, 2021, the last trading day prior to CorePoint’s public announcement of its strategic alternatives process. The most recent proposal from Highgate/Cerberus reflected a valuation that was modestly higher than the proposal from Party A. However, the Highgate/Cerberus proposal remained subject to a closing condition with respect to an IRS settlement and provided for economic downside risk to CorePoint stockholders relating to the IRS Matter, neither of which terms were reflected in Party A’s proposal. Members of the Board discussed with representatives of CorePoint management and its advisors the indications of interest received, the status of the negotiation of definitive documents with Party A, which were nearly finalized, and the prospect of potentially obtaining a settlement offer from the IRS with respect to the IRS Matter during the upcoming November 5, 2021 call with the IRS appeals team. The Board determined to continue working with Party A in an effort to finalize mutually agreeable definitive documentation but not to enter into a definitive agreement with Party A prior to receiving an update from CorePoint’s tax counsel immediately following the November 5, 2021 call with the IRS appeals team.

At the instruction of the Board, representatives of J.P. Morgan informed representatives of Party A of the Board’s determination and the expected timing for the potential announcement of a transaction. Over the course of the following days, representatives of CorePoint’s advisors and representatives of Party A’s advisers continued to work toward finalization of definitive transaction agreements.

There was no substantive communication between representatives of CorePoint and representatives of Highgate/Cerberus following the October 28, 2021 Board meeting until representatives from J.P. Morgan received a revised proposal from Highgate/Cerberus close to midnight on October 31, 2021. This proposal reflected the same valuation as the most recent Highgate/Cerberus proposal submitted during the week of October 25, 2021, removed the closing condition relating to the settlement of the IRS matter, but retained provisions that provided for economic downside risk to CorePoint stockholders relating to the IRS Matter. Then, on November 1, 2021, representatives of counsel to Highgate/Cerberus submitted updated provisions to the draft transaction documents relating to the IRS Matter, which provisions continued to retain provisions that provided for economic downside risk to CorePoint stockholders relating to the IRS Matter and otherwise remained inconsistent with the terms relating to the IRS Matter previously proposed by CorePoint at the request of the Board and accepted by Party A.

On November 2, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan reviewed with the Board the revised indication from Highgate/Cerberus, which continued to reflect a valuation that was modestly higher than Party A’s proposal. In light of the fact that the respective valuations of the two proposals were close to each other and that the terms presented by Party A continued to be more favorable with respect to conditionality and potential downside risk to CorePoint stockholders relating to the IRS Matter, the Board, upon consultation with its advisors, instructed CorePoint management and its advisors to continue to work with Party A to finalize definitive agreements. In advance of the meeting, the Board was informed about certain relationships between J.P. Morgan and its affiliates and Blackstone, Cerberus and Highgate, respectively, as described in more detail in “The Merger – Opinion of J.P. Morgan Securities LLC” on page 53.

There was no substantive communication between representatives of CorePoint and representatives of Highgate/Cerberus following the November 2, 2021 Board meeting until Highgate/Cerberus submitted a further revised proposal on November 4, 2021. This proposal reflected an increased valuation, which was higher than the proposal from Party A, and representatives of Highgate/Cerberus suggested to representatives of J.P. Morgan that Highgate/Cerberus was now willing to accept the terms relating to the IRS Matter previously proposed by CorePoint at the request of the Board, which had been accepted by Party A.

On November 4, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. Representatives of J.P. Morgan

reviewed with the Board the revised indication from Highgate/Cerberus. Representatives of J.P. Morgan reviewed with the Board J.P. Morgan’s preliminary financial analysis with respect to the indications of interest from Party A and from Highgate/Cerberus. Representatives of Simpson Thacher reminded the members of the Board of their duties under applicable law. In light of the higher purchase price proposed by Highgate/Cerberus, and the willingness expressed by their representatives to accept more favorable terms with respect to conditionality and potential downside risk to CorePoint stockholders relating to the IRS Matter, the Board, upon consultation with its advisors, instructed CorePoint management and its advisors to send to Highgate/Cerberus the proposed transaction documents that reflected such terms in a form that CorePoint would be willing to execute and to request confirmation that Highgate/Cerberus was prepared to enter into definitive agreements on such terms in advance of the Board meeting that was scheduled for the afternoon of the following day. Following the meeting, in the evening of November 4, 2021, representatives of J.P. Morgan communicated these instructions to representatives of Highgate/Cerberus.

In the afternoon of November 5, 2021, CorePoint’s tax counsel conducted a call with the IRS appeals team, during which the IRS submitted a settlement offer, subsequently confirmed in writing on the same day, with respect to the IRS Matter, which would provide for total payments by CorePoint of approximately $89.6 million plus statutory interest through the date of payment. Pursuant to this settlement offer, CorePoint estimated the total payment amount under the merger agreement pursuant to the settlement would be less than $160 million, and any additional consideration payable at the closing of the merger to CorePoint stockholders would likely be approximately $0.10 per share.

Also in the afternoon of November 5, 2021, representatives of Highgate/Cerberus submitted revised transaction documents, which substantially accepted all of the terms reflected in the drafts provided by CorePoint on the previous day.

Also on November 5, 2021, CorePoint and affiliates of Wyndham entered into a definitive agreement on terms substantially consistent with the non-binding letter of intent that had been made available to bidders prior to the submission of second-round indications of interest, which definitive agreement would become effective upon announcement of a change of control transaction of CorePoint.

In the evening of November 5, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. At the meeting, representatives of CorePoint’s legal and financial advisors updated the Board with respect to the developments over the past two days and informed the Board that the most recent proposals from Highgate/Cerberus and Party A, respectively, were now on substantially the same terms and that the proposal from Highgate/Cerberus reflected a modestly higher valuation than Party A’s proposal. Representatives of CorePoint management reviewed with the Board the settlement offer from the IRS. The Board, upon consultation with its advisors, instructed CorePoint management and its advisors to communicate the IRS settlement proposal to both Party A and Highgate/Cerberus, to inform both bidders that the Board was planning to convene on the following day in order to evaluate the parties’ respective proposals, and to request each bidder to submit its best and final proposal, finalize all transaction documents and be in a position to sign a definitive agreement promptly following the meeting of the Board on November 6, 2021. Following the meeting, representatives of J.P. Morgan communicated these instructions to representatives of Highgate/Cerberus and Party A, respectively.

On November 6, 2021, both bidders submitted their respective best and final proposals. Party A submitted a revised proposal, which reflected a moderately increased valuation. However, the proposal from Highgate/Cerberus remained the highest valuation received at $15.65 per share, after taking into account the adjustment for the IRS Matter and subject to incremental consideration in the event of a settlement of the IRS Matter for less than $160 million (which valuation reflected a $1.23 per share increase from the second round bid submitted by Highgate/Cerberus) and both proposals were otherwise on substantially the same terms.

Later on November 6, 2021, the Board held a telephonic meeting with representatives of CorePoint management and representatives of J.P. Morgan, HWE and Simpson Thacher in attendance. At the meeting,

representatives of CorePoint management updated the Board on the status of the negotiations with Party A and Highgate/Cerberus, including stating that all open issues with respect to the terms of a potential transaction with either of the two parties had been resolved and definitive documentation had been finalized. The Board discussed with its legal and financial advisors that the merger consideration contemplated by the final proposal from Highgate/Cerberus was higher than the consideration contemplated by the final proposal from Party A and that both proposals were otherwise on substantially the same terms, and that both bidders stood ready in a position to enter into a transaction with CorePoint promptly following the meeting. The Board considered the risks and benefits of the proposed merger as compared to the possible strategic alternatives that the Board had considered throughout the process leading up to the announcement of the proposed merger, as well as CorePoint’s long-term strategic plan as an independent public company and the risks associated with executing such plan. The counterparty to the merger agreement with Highgate/Cerberus was Cavalier, an entity controlled by Highgate and Cerberus.

At this meeting, representatives of J.P. Morgan then reviewed with the Board J.P. Morgan’s financial analysis of the potential transaction. Following further discussion, representatives of J.P. Morgan then rendered its oral opinion to the Board to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock in the merger was fair, from a financial point of view, to such holders, which was subsequently confirmed by delivery of J.P. Morgan’s written opinion to the Board. The Board considered the fact that the closing price of CorePoint common stock had increased significantly since CorePoint’s public announcement of its strategic alternatives process and that the indications of interest received from all three parties reflected a discount to the most recent closing price per share of CorePoint common stock, but the Board noted that the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock in the merger represented a premium of approximately 42% to CorePoint’s closing stock price on July 13, 2021, the last trading day prior to the CorePoint’s public announcement of its strategic alternatives process. The Board also considered that, aside from their interests as CorePoint stockholders, CorePoint’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of other CorePoint stockholders generally, as described in more detail in “The Merger—Interests of CorePoint’s Directors and Executive Officers in the Merger” beginning on page [61] of this proxy statement. Representatives of CorePoint management discussed with the Board and representatives of Simpson Thacher the fact that there had been no discussions during the course of the process leading up to the proposed merger between members of CorePoint management and representatives of Highgate/Cerberus or Party A or other potential acquirors regarding potential employment or compensation arrangements for members of CorePoint management following the consummation of a potential transaction with CorePoint. Representatives of Simpson Thacher then reviewed with the Board their duties under applicable law and the terms of the merger agreement. At the conclusion of the meeting, the Board met in executive session, during which Mr. Cutaia noted, as previously reported to the Board, that neither of the Blackstone parties had a need to sell its shares in the near-term, that their objective had been and continued to be for CorePoint to pursue whatever strategy the Board believed would maximize CorePoint’s value for all of CorePoint’s stockholders, and that each believed that the proposed transaction would, in fact, maximize CorePoint’s value for all of CorePoint’s stockholders. Representatives of Simpson Thacher also reviewed with the Board the relationship between Simpson Thacher and Blackstone and its affiliates.

After further discussion, the Board unanimously determined at the meeting that the merger and the transactions contemplated by the merger agreement were advisable and in the best interest of CorePoint and CorePoint stockholders, approved and adopted the merger agreement, declared advisable, approved and authorized the entry into the merger agreement, the merger, and the consummation of the other transactions contemplated by the merger agreement, resolved that the approval of the merger and the other transactions contemplated by the merger agreement be submitted for consideration by CorePoint common stockholders at a special meeting of CorePoint stockholders and resolved to recommend that CorePoint stockholders approve the merger and the transactions contemplated by the merger agreement.

In the evening of November 6, 2021, CorePoint and Cavalier executed the merger agreement and the Blackstone parties and Cavalier entered into the support agreement.

On November 7, 2021, Party B submitted a revised indication of interest, which reflected a valuation below the merger consideration and below the final proposal from Party A.

On November 8, 2021, prior to the opening of trading, CorePoint and Highgate/Cerberus issued a joint press release announcing the execution of the merger agreement.

Recommendation of the Board and Reasons for the Merger

The Board unanimously recommends that CorePoint stockholders vote “FOR” the merger proposal.

After consideration of various factors, the Board unanimously (i) determined that the merger and the transactions contemplated by the merger agreement were advisable and in the best interest of CorePoint and CorePoint stockholders, (ii) approved and adopted the merger agreement, (iii) declared advisable, approved and authorized the entry into the merger agreement, the merger, and the consummation of the other transactions contemplated by the merger agreement, (iv) resolved that the approval of the merger and the other transactions contemplated by the merger agreement be submitted for consideration by CorePoint common stockholders at a special meeting of CorePoint stockholders and (v) resolved to recommend that CorePoint stockholders approve the merger and the transactions contemplated by the merger agreement.

When you consider the Board’s recommendation, you should be aware that CorePoint’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of CorePoint stockholders generally. These interests are described in “The Merger—Interests of CorePoint’s Directors and Executive Officers in the Merger.”

Factors Considered Supporting Approval of the Merger.

In the course of reaching its decision, the Board consulted with members of CorePoint’s senior management and our financial and legal advisors, considered a significant amount of information and considered a number of factors that it believed supported its decision, including the following (not necessarily in order of relative importance):

The merger consideration represents a significant premium to CorePoint’s unaffected stock price. The Board considered the current and historical trading prices of our shares of common stock, and the fact that the merger consideration of $15.65 per share (not counting any contingent consideration that may be payable with respect to the IRS Matter) represents a premium of approximately 42% to CorePoint’s closing stock price on July 13, 2021, the last trading day prior to CorePoint’s public announcement of its strategic alternatives process.

Process to explore a sale of the company; Market Check. The Board considered the thorough and diligent transaction process that CorePoint undertook, with the assistance of its financial advisors at the Board’s direction, to evaluate its strategic alternatives, including a potential sale of CorePoint. In connection with CorePoint’s publicly announced strategic alternatives process, CorePoint, together with its outside advisors and representatives, contacted or was contacted by approximately 70 potential acquirors of CorePoint and executed 41 confidentiality agreements. Throughout the process, the Board was advised by experienced legal counsel and financial advisors, conducted extensive deliberations and met frequently to review potential strategic alternatives with its advisors. Of the 41 parties that executed confidentiality agreements, 9 parties submitted first-round indications of interests, 6 parties were invited into the second round of the process, 3 parties submitted second-round indications of interest, and CorePoint negotiated multiple price increases from each of those 3 parties during the final weeks of the process, as more fully described above under “The Merger—Background of the Merger” beginning on page [36]. Following several weeks of arms-length negotiations, on November 6,

2021, both Cavalier and Party A submitted proposals which the Board believed, based on the nature of the negotiations, to reflect the maximum price that each of the parties was willing to pay and the terms most favorable to CorePoint and its stockholders to which each party was willing to agree, which consisted of definitive, fully negotiated and fully financed proposals in executable form. The merger consideration contemplated by the final proposal from Cavalier was higher than the consideration contemplated by the final proposal from Party A, and both proposals were otherwise on substantially the same terms. The Board believed that, in light of the strategic alternatives process we engaged in, the responses we received from participants in the process and the best and final offers received from each of Cavalier and Party A, it was unlikely that any other party would be willing to acquire CorePoint at an all-cash price in excess of the merger consideration.

Strategic alternatives to a sale of the company. The Board considered the potential values, benefits, risks and uncertainties facing CorePoint stockholders associated with possible strategic alternatives to the merger (including the potential stockholder value that could be expected to be generated from remaining an independent public company based on continuing our standalone business plan including the disposition of all of our properties other than the CorePoint Core Portfolio, or based on our growth business plans that also further assume the use of debt capital following these dispositions to acquire additional core properties, the possibility to pursue a sale, in a portfolio or company-level transaction or in connection with a liquidation of CorePoint, of all of the CorePoint Core Portfolio, the possibility of being acquired by other companies, the possibility of acquisitions or mergers with other companies and other transactions, as well as the potential benefits, risks and uncertainties associated with such alternatives), and the timing and likelihood of accomplishing such alternatives. The Board considered these alternatives as compared to the risks and benefits of the proposed merger.

Risks relating to remaining a standalone company. The Board evaluated CorePoint’s long-term strategic plan were it to remain an independent public company, as well as the significant risks associated with executing such plan. This evaluation included the Board’s review of our business, operations, assets, operating results, financial condition, prospects, business strategy, competitive position, terms of our existing management agreement, and industry, including the potential impact (which cannot be quantified numerically) of those factors on the trading price of our common stock, to assess the prospects and risks associated with remaining an independent public company. The Board believed that the certainty provided by the acquisition of CorePoint by Cavalier for the per share merger consideration of $15.65 (not counting any contingent consideration that may be payable with respect to the IRS Matter) was more favorable to CorePoint stockholders than the potential risk-weighted value of remaining an independent public company, after accounting for the risks and uncertainties associated with achieving and executing upon our business and financial plans in the short- and long-term. Such risks include:

Cash consideration. The Board considered the fact that the merger consideration would be paid solely in cash, which, compared to non-cash consideration, provides certainty of value with respect to the merger consideration of $15.65 per share (not counting any contingent consideration that may be payable with respect to the IRS Matter) and immediate liquidity to CorePoint stockholders upon the consummation of the merger, in comparison to the risks and uncertainty that would be inherent in remaining an independent public company or engaging in a transaction in which all or a portion of the consideration is payable in stock. The Board weighed the certainty of realizing a compelling value for shares of CorePoint common stock by virtue of the merger against the uncertain prospect that the trading value for the CorePoint common stock would approach the merger consideration in the foreseeable future, as well as the risks and uncertainties associated with our business.

Potential incremental cash consideration. The Board considered the fact that the merger consideration of $15.65 per share may be increased by incremental cash consideration per share in certain circumstances if CorePoint timely resolves the IRS Matter, based on the amount, if any, by which a final settlement amount with respect to the IRS Matter (including any penalties and accrued interest with respect thereto) is less than $160 million. The Board considered the fact that CorePoint received a settlement offer from the IRS with respect to the IRS Matter on November 5, 2021, has accepted such offer and entered into a definitive agreement with respect thereto, which remains subject to the calculation by the IRS of applicable interest, which would provide for total payments by CorePoint of approximately $89.6 million plus statutory interest through the date of payment, as described in more detail in the section entitled “The Merger—Merger Consideration—What Stockholders Will Receive in the Merger” beginning on page 34, although there can be no assurances that any additional consideration will be received by the holders of CorePoint common stock.

High probability of closing. The Board considered the high probability that the merger would be completed based on, among other things, Cerberus’ proven ability to complete large acquisition transactions, Highgate’s extensive experience in the hotel industry, the fact that Cerberus Credit and the Highgate Sponsors have executed equity commitment letters pursuant to which, subject to the terms and conditions thereof, they have severally committed to provide an aggregate equity contribution of $297,456,742 in cash, in the case of Cerberus Credit, and $360,681,461 in cash, in the case of the Highgate Sponsors, for the purpose of funding a portion of the merger consideration pursuant to, and in accordance with, the merger agreement, and the payment of related fees and expenses in connection with the closing of the merger, the absence of a financing condition for the merger, and the $58 million reverse termination fee, payable to CorePoint if the merger agreement is terminated in certain circumstances, which payment is guaranteed by Cerberus Credit and the Highgate Sponsors pursuant to limited guaranties provided by each of Cerberus Credit and the Highgate Sponsors.

Favorable conditions. The Board considered its belief that conditions for a sale transaction in the real estate and lodging markets are generally favorable, with prices for certain real estate assets being at or near historical highs while interest rates are at or near historical lows, and the possibility that interest rates may rise in the future, which may result in less favorable conditions for sale transactions in the real estate investment portfolios;markets.

Regulatory approvals. The Board considered the fact that CorePoint and Cavalier have determined that the filing of notification and report forms under the Hart-Scott-Rodino Act (the “HSR Act”) (or other antitrust laws) will not be necessary to complete the merger, and the Board considered Cavalier’s obligation under the merger

agreement to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary and proper under applicable laws and regulations in a timely manner as are necessary to eliminate each impediment to the completion of the transactions contemplated by the merger agreement and obtain all approvals required under applicable antitrust laws, subject to certain limitations specified in the merger agreement.

Fairness opinion. The Board considered the financial analyses presented by representatives of J.P. Morgan at the Board’s meeting on November 6, 2021, as well as the oral opinion delivered by J.P. Morgan to the Board on November 6, 2021, which was subsequently confirmed by delivery of J.P. Morgan’s written opinion to the Board, dated November 7, 2021, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the per share merger consideration of $15.65 to be paid to CorePoint’s common stockholders in the proposed merger was fair, from a financial point of view, to such stockholders. The J.P. Morgan opinion is more fully described in “The Merger—Opinion of J.P. Morgan Securities LLC” and the full text of the written opinion of J.P. Morgan, dated November 7, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached to this proxy statement as Annex B.

Merger agreement. The Board considered the terms and conditions of the merger agreement, including the structure of the transaction, the all-cash form of the merger consideration, the potential for CorePoint stockholders to receive incremental merger consideration in certain circumstances in connection with a settlement of the IRS Matter, the limited conditions to closing, and the customary nature of the representations, warranties, and the covenants and agreements of the parties. The Board further considered the course and nature of negotiations with Cavalier, which were conducted at arm’s length and during which the Board was advised by independent legal and financial advisors on a regular basis. The Board took into account the terms of the merger agreement, including:

Cooperation from Wyndham. The Board considered the fact that, pursuant to an agreement entered into between CorePoint and procedures.

Wyndham has agreed to cooperate with CorePoint in facilitating the proposed merger and winding down the management relationship between CorePoint and Wyndham.

Board’s independence and comprehensive review process. The Board considered the fact that the Board consisted of a majority of independent directors who unanimously approved the transaction following extensive discussions with CorePoint’s management team, representatives of its financial advisors and outside legal counsel, and also took into consideration the financial expertise and industry experience held by a number of directors.

Stockholders’ ability to reject the merger. The Board considered the fact that the merger is subject to approval by the holders of a majority of CorePoint common stock, and that stockholders would be able to reject the merger.

Other Factors Considered by the Board.

In the course of reaching its decision, the Board also considered and balanced against the potential benefits of the merger a number of potentially adverse factors concerning the merger, including the following:

IRS Matter;incrementalconsideration. The Board considered the fact that there can be no assurances that the IRS Matter will be settled in a timely manner or that any additional consideration with respect to the IRS Matter will be received by the holders of CorePoint common stock.

No furtherstockholderparticipationin futuregains.The Board considered the fact that CorePoint would no longer exist as an independent public company following the merger, and that CorePoint stockholders would forgo any future increase in CorePoint’s value following the merger that might result from our earnings or possible growth as an independent company. Although the Board was optimistic about CorePoint’s prospects on a standalone basis and our strategic plan, the Board concluded that there were a number of significant risks associated with remaining an independent company (including as described in more detail above) that in many cases were difficult to quantify and that the merger consideration constituted fair compensation for the loss of the potential stockholder benefits that could reasonably be expected to be realized by execution of our strategic plan, particularly on a risk-adjusted basis.

The merger consideration represents a discount to CorePoint’s stock price prior to the announcement of the merger. The Board considered the fact that the merger consideration of $15.65 per share (not counting any contingent consideration that may be payable with respect to the IRS Matter) represents a 11.9% discount to the closing price of $17.76 per share of CorePoint common stock on November 5, 2021, the last trading day prior to the public announcement of the proposed merger. However, the Board also considered that the merger consideration of $15.65 per share (not counting any contingent consideration that may be payable with respect to the IRS Matter) represents a premium of approximately 42% to CorePoint’s closing stock price on July 13, 2021, the last trading day prior to the CorePoint’s public announcement of its strategic alternatives process.

Payments to Wyndham. The Board considered the fact that, pursuant to an agreement entered into between CorePoint and affiliates of Wyndham in connection with the execution of the merger agreement, on the terms and subject to the conditions of such agreement, in connection with the announcement and consummation of the proposed merger, CorePoint will be obligated to pay to Wyndham or its affiliates certain termination fees of approximately $84 million in connection with Wyndham’s cooperation in facilitating the proposed transaction and winding down the management relationship between CorePoint and Wyndham.

Risks associated with announcement and pendency of the merger. The Board considered the risk that the announcement and pendency of the merger may cause substantial harm to our business relationships or relationships with our employees, or may divert management and employee attention away from the day-to-day operation of our business. The Board also considered our ability to attract and retain key personnel while the

proposed transaction is pending and the potential adverse effects on our financial results as a result of that disruption, as well as the possibility of any suit, action or proceeding in respect of the merger agreement or the transactions contemplated thereby.

Risks associated with a failure to consummate the merger. The Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied, and as a result there can be no assurance that the merger will be completed, even if the merger is approved by CorePoint stockholders. The Board noted the fact that, if the merger is not completed, (i) CorePoint will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to our operations, diversion of management and employee attention, employee attrition and a potentially negative effect on our business relationships, (ii) depending on the circumstances that caused the merger not to be completed, the price of CorePoint common stock could decline, potentially significantly, and (iii) the market’s perception of CorePoint’s prospects could be adversely affected.

Restrictions on the operation of our business. The Board considered the restrictions on the conduct of our business prior to the completion of the merger, which could delay or prevent CorePoint from realizing certain business opportunities or taking certain actions with respect to our operations that we might otherwise take absent the pending merger.

Ability to respond to unsolicited acquisition proposals. The Board considered the fact that the merger agreement precludes us from actively soliciting alternative proposals. The Board also considered, but did not consider preclusive, the fact that the right afforded to Cavalier under the merger agreement to re-negotiate the terms of the merger agreement in response to a Superior Proposal may discourage other parties that might otherwise have an interest in a business combination with, or an acquisition of, CorePoint. The Board further considered the possibility that the termination fee payable to Cavalier if the merger agreement is terminated under certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals. However, the Board also considered that the structure of the transaction as a merger would result in detailed public disclosure and substantial time prior to the consummation of the merger during which an unsolicited Superior Proposal could be submitted. In addition, the Board considered the specific provisions of the merger agreement, which, subject to the terms and conditions thereof, permit CorePoint to furnish information to and conduct negotiations with third parties that make unsolicited acquisition proposals, and permit the Board to change its recommendation to CorePoint stockholders regarding the merger agreement and to terminate the merger agreement in order to enter into a definitive agreement with respect to a Superior Proposal, subject to payment of a termination fee to Cavalier. The Board further considered its belief that the $29 million termination fee payable by CorePoint (i) is reasonable in light of the overall terms of the merger agreement and the benefits of the merger, (ii) was comparable to termination fees in transactions of a similar size, and (iii) would not preclude another party from making a competing proposal.

Tax treatment. The Board considered the fact that an all cash transaction would be taxable to CorePoint stockholders that are U.S. holders for U.S. federal income tax purposes.

No appraisal or dissenters’ rights. The Board considered the fact that, under Maryland law, our stockholders are not entitled to appraisal rights, dissenters’ rights or similar rights of an objecting stockholder in connection with the merger.

Reverse termination fee. The Board considered the fact that, if it believed Cavalier breached the merger agreement and CorePoint was unable to obtain specific performance to compel Cavalier to perform its obligations under the merger agreement, then CorePoint’s only remedy is the right, in certain circumstances, to terminate the merger agreement and receive a reverse termination fee of $58 million from Cavalier.

Transaction costs. The Board considered the fact that CorePoint has incurred and will continue to incur significant transaction costs and expenses in connection with the merger, regardless of whether the merger is consummated.

Potential differing interests of directors and officers. The Board considered that, aside from their interests as CorePoint stockholders, CorePoint’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of other CorePoint stockholders generally. See “The Merger—Interests of CorePoint’s Directors and Executive Officers in the Merger” beginning on page [61] of this proxy statement.

Regulatory risk. While the Board considered the fact that CorePoint and Cavalier have determined that the filing of notification and report forms under the HSR Act (or other antitrust laws) will not be necessary to complete the merger, the Board also considered that, at any time before or after the merger, the Antitrust Division of the U.S. Department of Justice, the U.S. Federal Trade Commission, a state attorney general or a foreign competition authority could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger or seeking divestiture of assets of CorePoint, Cavalier or their respective affiliates, and private parties may also bring legal actions under the antitrust laws under certain circumstances, and the Board considered the risk that necessary regulatory approvals may be delayed, conditioned or denied, and the risk that the applicable governmental agencies may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals.

Other risks. The Board considered the types and nature of the risks and uncertainties set forth in CorePoint’s Annual Report on Form 10-K for fiscal year ended December 31, 2020 and the subsequent quarterly reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 and current reports on Form 8-K under Item 1A “Risk Factors”.

While the Board considered potentially positive and potentially negative factors, the Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Board unanimously determined that the merger agreement and the merger are advisable and fair to, and in the best interest of, CorePoint and its stockholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the merger, but it includes the material positive factors and material negative factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, and did not make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Board may have given different weights to different factors. Based on the totality of the information presented, the Board collectively reached the decision to approve and declare advisable the merger agreement and the merger in light of the factors described above and other factors that the members of the Board felt were appropriate.

Portions of this explanation of CorePoint’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter, CorePoint retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the Board on November 6, 2021, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock in the merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its November 6, 2021 oral opinion by delivering its written opinion to the Board, dated November 7, 2021, that, as of such date, the per share merger consideration of $15.65 to be paid to CorePoint’s common stockholders in the proposed merger was fair, from a financial point of view, to such stockholders.     

The full text of the written opinion of J.P. Morgan dated November 7, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The holders of CorePoint common stock are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the per share merger consideration of $15.65 to be paid in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to be paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of CorePoint or as to the underlying decision by CorePoint to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of CorePoint as to how such stockholder should vote with respect to the merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of CorePoint with respect to certain aspects of the merger, and the past and current business operations of CorePoint, the financial condition and future prospects and operations of CorePoint, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by CorePoint or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with CorePoint, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of CorePoint or Cavalier under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of CorePoint to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan has assumed that the representations and warranties made by CorePoint, Cavalier and Merger Sub in the merger agreement and the related agreements are and will be true and correct in all respects material to its analysis. At the direction of the management of CorePoint for purposes of its opinion, J.P. Morgan assumed that no amounts will be paid as the IRS Matter Incremental Per Share Merger Consideration (as defined in the section entitled “The Merger Agreement—IRS Matter” beginning on page [92]). J.P. Morgan is not a legal, regulatory or tax

expert and relied on the assessments made by advisors to CorePoint with respect to such issues. J.P. Morgan has further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on CorePoint or on the contemplated benefits of the merger.

The CorePoint Projections (as defined in the section entitled “The Merger—Financial Projections” beginning on page [58]) furnished to J.P. Morgan were prepared by CorePoint’s management, as discussed more fully under the section entitled “The Merger—Financial Projections” beginning on page [58] of this proxy statement. CorePoint does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of CorePoint’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “The Merger—Financial Projections” beginning on page [58] of this proxy statement.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect such opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the per share merger consideration of $15.65 to be paid to holders of CorePoint common stock in the merger and J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of CorePoint or as to the underlying decision by CorePoint to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock in the merger or with respect to the fairness of any such compensation.

The terms of the merger agreement, including the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock, were determined through arm’s length negotiations between CorePoint and Cavalier, and the decision to enter into the merger agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the consideration, including the per share merger consideration of $15.65 to be paid to the holders of CorePoint common stock.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board on November 6, 2021 and in the financial analyses presented to the Board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples Using publicly available information, J.P. Morgan compared selected financial data of CorePoint with similar data for selected publicly traded companies engaged in businesses which J.P.

Morgan judged to be sufficiently analogous to those engaged in by CorePoint. The companies selected by J.P. Morgan were as follows:

These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, were considered in its judgment sufficiently similar in certain respects to those of CorePoint based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed is identical or directly comparable to CorePoint and certain of these companies may have characteristics that are materially different from those of CorePoint. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect CorePoint.

Using publicly available information, J.P. Morgan calculated, for each selected company the ratios of (a) the company’s enterprise value to the company’s earnings before interest, taxes, depreciation and amortization (“Corporate adjusted cash EBITDA”) for the year ended December 31, 2019 (the “EV/2019 Corporate adjusted cash EBITDA”), based on publicly available information, and (b) the company’s enterprise value to the consensus equity research analyst estimates for the company’s Corporate adjusted cash EBITDA for the year ending December 31, 2022 (the “EV/2022E Corporate adjusted cash EBITDA”). Based on the results of this analysis and other factors J.P. Morgan considered appropriate, J.P. Morgan selected multiple reference ranges of 10.0x – 12.5x for EV/2019 Corporate adjusted cash EBITDA and 13.5x – 14.5x for EV/2022E Corporate adjusted cash EBITDA. After applying such ranges to the CorePoint Core Portfolio’s (as defined in the section entitled “The Merger—Financial Projections” beginning on page [58]) Corporate adjusted cash EBITDA for CorePoint for the year ended December 31, 2019, as provided by CorePoint’s management, and the projected CorePoint Core Portfolio’s Corporate adjusted cash EBITDA for CorePoint for the year ending December 31, 2022, respectively, the analysis indicated the following ranges of implied per share equity value (rounded to the nearest $0.25) for CorePoint common stock:

unlevered terminal free cash flows for the CorePoint Core Portfolio at the end of fiscal-year 2025E, as provided in the CorePoint Projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of September 30, 2021 using discount rates ranging from 9.50% to 10.50% for CorePoint, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of CorePoint. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting net debt and other adjustments for CorePoint as of September 30, 2021.

Based on the foregoing, this analysis indicated a range of implied per share equity value (rounded to the nearest $0.25) for CorePoint common stock of $6.75 to $10.00, which was compared to (i) the unaffected closing price of CorePoint common stock of $11.04 as of July 13, 2021, (ii) the closing price of CorePoint common stock of $17.76 as of November 5, 2021 and (iii) the implied per share merger consideration of $15.65 for CorePoint common stock.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of CorePoint. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to CorePoint. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of CorePoint. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to CorePoint.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise CorePoint with respect to the merger and deliver an opinion to the Board with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with CorePoint and the industries in which it operates.

For financial advisory services rendered in connection with the merger, CorePoint has agreed to pay J.P. Morgan an estimated fee of $23.6 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of

the merger. In addition, CorePoint has agreed to reimburse J.P. Morgan for its reasonable and documented costs and expenses incurred in connection with its services, including the reasonable fees and expenses of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with CorePoint, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as sole bookrunner to CorePoint’s syndicated credit facility in March 2021. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of CorePoint, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with The Blackstone Group LP (“Blackstone”), CorePoint’s approximately 30% stockholder, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunning manager on an offering of Blackstone debt securities in July 2021. In addition, during the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Blackstone portfolio companies for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing debt syndication, equity underwriting, debt underwriting and financial advisory services to Blackstone portfolio companies. J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Blackstone for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Cavalier. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with portfolio companies of Cerberus Capital Committee permitsManagement (“Cerberus”), an affiliate of Cavalier, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included providing equity underwriting and debt underwriting services to Cerberus portfolio companies. During the committeetwo years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or other material commercial or investment banking relationships with Highgate Holdings (“Highgate”), an affiliate of Cavalier. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from CorePoint were approximately $0.6 million, from Blackstone and certain of Blackstone’s portfolio companies were approximately $210 million and from certain of Cerberus’s portfolio companies was approximately $62 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 2% of the outstanding common stock of CorePoint and less than 1% of the outstanding common stock of Cavalier, Cerberus, Highgate and Blackstone. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of CorePoint, Blackstone, Cerberus, Highgate or Cavalier for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Financial Projections

CorePoint does not as a matter of course make public projections as to delegatefuture sales, earnings, or other results, and forecasts for extended periods of time are of particular concern to CorePoint due to the unpredictability of the underlying assumptions and estimates. However, in connection with the discussions regarding the proposed merger, CorePoint management prepared certain unaudited prospective financial information for fiscal years 2021 through 2025 (the “CorePoint Projections”) with respect to the 105 hotels which CorePoint previously identified as constituting its core hotels (the “CorePoint Core Portfolio”). The CorePoint Projections were prepared treating CorePoint on a stand-alone basis, without giving effect to the merger including the impact of negotiating or executing merger, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved as a result of the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement with Cavalier having been executed, or the effect of any business or strategic decisions or actions which would

likely have been taken if the merger agreement with Cavalier had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. CorePoint management provided the CorePoint Projections to the Board for review in connection with the Board’s evaluation of the proposed merger, and to J.P. Morgan, our financial advisor in connection with the proposed merger. CorePoint management also provided the CorePoint Projections for fiscal year 2021, and only for fiscal year 2021, to Cavalier.

The accompanying CorePoint Projections were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or generally accepted accounting principles, which is referred to as GAAP, but, in the view of CorePoint’s management, were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of CorePoint on a stand-alone basis as described above and subject to the assumptions and limitations described in this section. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the CorePoint Projections. Although CorePoint’s management believes there is a reasonable basis for the CorePoint Projections, CorePoint cautions stockholders that future results could be materially different from the CorePoint Projections. This summary of the CorePoint Projections is not being included in this proxy statement to influence your decision whether to vote for the merger agreement proposal, but because these CorePoint Projections were provided to the Board, shared between CorePoint and Cavalier and provided to CorePoint’s financial advisor for purposes of considering and evaluating the merger and the merger agreement. CorePoint’s independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the CorePoint Projections and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The CorePoint Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the CorePoint Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by CorePoint’s management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition, and the risks discussed in this proxy statement under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [116] of this proxy statement. See also “Where You Can Find More Information” beginning on this proxy statement. The CorePoint Projections also reflect assumptions as to certain business decisions that are subject to change. Because the CorePoint Projections were developed for CorePoint on a stand-alone basis without giving effect to the merger, they do not reflect any dispositions of properties that may be consummated in connection with the merger, any synergies that may be realized as a result of the merger or any changes to CorePoint’s operations or strategy that may be implemented after completion of the merger. There can be no assurance that the CorePoint Projections will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the CorePoint Projections relate, the less predictable and more unreliable the information becomes.

The CorePoint Projections contain certain non-GAAP financial measures that CorePoint believes are helpful in understanding its past financial performance and future results. CorePoint management regularly uses a variety of financial measures that are not prepared in accordance with GAAP, including Hotel Adjusted EBITDAre, Adjusted EBITDAre and Unlevered Free Cash Flows for forecasting, budgeting, cash management and measuring operating performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While CorePoint believes that these non-GAAP financial measures provide meaningful information to help investors understand CorePoint’s operating results and to analyze CorePoint’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of CorePoint’s competitors and may not be directly comparable to similarly titled measures of CorePoint’s competitors due to potential differences in the exact method of calculation.

CorePoint has not provided reconciliations of the non-GAAP financial measures included in these projections to the comparable GAAP measure due to no reasonably accessible or reliable comparable GAAP measures for these measures and the inherent difficulty in forecasting and quantifying the measures that are necessary for such reconciliation.

None of CorePoint or any of its affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the CorePoint Projections, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the CorePoint Projections to reflect circumstances existing after the date the CorePoint Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the CorePoint Projections, as applicable, are shown to be in error. Except as required by applicable securities laws, CorePoint does not intend to make publicly available any update or other revision to the CorePoint Projections, even in the event that any or all assumptions are shown to be in error. CorePoint has made publicly available its authorityactual results of operations for the year ended December 31, 2020 on CorePoint’s Annual Report on Form 10-K and for the quarterly period ended September 30, 2021 on CorePoint’s Quarterly Report on Form 10-Q. None of CorePoint or its affiliates, advisors, officers, directors or other representatives has made or makes any representation to oneany CorePoint stockholder or more subcommitteesother person regarding CorePoint’s ultimate performance compared to the information contained in the CorePoint Projections or that forecasted results will be achieved. CorePoint has made no representation to Cavalier, in the merger agreement or otherwise, concerning the CorePoint Projections.

Summary of the CorePoint Projections

The following table presents certain unaudited prospective financial information of CorePoint with respect to the CorePoint Core Portfolio prepared by CorePoint management for fiscal years 2021 through 2025, and approved for J.P. Morgan’s use by CorePoint management.

Interests of CorePoint’s Directors and Executive Officers in the Merger

You should be aware that CorePoint’s executive officers and directors, and in each case including organizations of which such person is an officer or partner, have interests in the merger that may be different from, or in addition to, the interests of CorePoint’s stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the merger agreement. These interests are described below. For purposes of the discussion below, CorePoint’s executive officers are President and Chief Executive Officer, Keith A. Cline; Executive Vice President and Chief Financial Officer, Daniel E. Swanstrom II; and Executive Vice President, Secretary and General Counsel, Mark M. Chloupek (together with Messrs. Cline and Swanstrom, the “named executive officers” or “NEOs”). CorePoint does not currently have any other executive officers other than the NEOs.

These material interests are summarized below:

Arrangements with Cavalier

Any CorePoint executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Cavalier or the surviving entity following the closing of the merger, however, may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Cavalier or the surviving entity. As of the date of this proxy statement, no compensation arrangements between such persons and Cavalier and/or its affiliates have been established. Pursuant to the merger agreement, our executive officers will serve as officers of the surviving entity immediately following the effective time until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the surviving entity’s certificate of limited partnership and limited partnership agreement and applicable law.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the terms of the merger agreement, CorePoint’s directors and executive officers will be entitled to certain ongoing indemnification, expense advancement and insurance arrangements. See the section entitled “The Merger Agreement – Indemnification of Directors and Officers; Insurance” beginning on page [91] for a description of such ongoing arrangements.

Executive Severance Plan

We maintain an Executive Severance Plan in which employees of CorePoint at the level of Vice President and above (including our NEOs) participate. The Executive Severance Plan provides for payment of severance benefits in the event of a termination of employment by CorePoint without “cause” or by the employee for “good

reason” (each as defined in the Executive Severance Plan) (a “covered termination”), and enhanced severance benefits in the event of a covered termination that occurs on or within the six-month period prior to, or within the two-year period following the first to occur of (i) a change in control (as defined in the Executive Severance Plan, and which includes the merger) and (ii) a significant corporate event (as defined in the Executive Severance Plan and which generally means a transaction that results in the elimination from the Company and its subsidiaries of all, or a majority of, the CorePoint’s operating units or real property assets) (as applicable, the “CIC protected period”).

In the event a covered termination occurs within the CIC protected period, in addition to certain accrued obligations, participants are entitled to:

Severance benefits payable under the Executive Severance Plan are subject to the executive’s (i) execution and non-revocation of a general release of claims in the favor of CorePoint and (ii) continued compliance with the executive’s Non-Interference Agreement. Each NEO’s Non-Interference Agreement includes the following restrictive covenants: non-competition covenant that applies during the employment term and for 12 months thereafter, employee and consultant non-solicitation, employee no-hire, and business relation non-solicitation covenants that apply during the employment term and for 24 months thereafter. The Non-Interference Agreements also include a perpetual confidentiality and assignment of IP covenant, and a non-disparagement covenant that applies during the employment term and for 24 months thereafter.

In addition to severance benefits, the Executive Severance Plan also provides that, upon the first to occur of (i) a change in control and (ii) a significant corporate event, any unvested outstanding equity award granted to the participants under our 2018 Omnibus Incentive Plan (the “Company Stock Plan”) that is not continued, converted, assumed or replaced in connection with such change in control or significant corporate event will fully vest; provided, that, vesting for performance-based vesting awards with market performance conditions will be based on actual performance and financial performance conditions will be based on target performance. However, as described below, pursuant to the merger agreement, performance-based awards will vest in connection with the merger based on the greater of target or actual performance.

The Executive Severance Plan also provides that if any payments and/or benefits due to a participant (including any NEO) under the Executive Severance Plan and/or any other arrangements will constitute “excess parachute payments” (as defined in Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended (the “Code”)), CorePoint will reduce the amount of payments under the Executive Severance Plan by the minimum amount necessary to avoid triggering the excise tax imposed by Section 4999 of the Code (the “280G Excise Tax”), but only if the net after-tax amount of such payments and benefits as so reduced is greater than or equal to the net after-tax amount of such payments and benefits without such reduction.

Mr. Chloupek and CorePoint are also party to an employment agreement, which includes severance benefits. The Executive Severance Plan provides that in the event any amount due and payable under the Executive

Severance Plan is greater than and in addition to the amount due and payable under such other agreement, the participant will be entitled to such greater amount. The enhanced change in control severance benefits payable to Mr. Chloupek under the Executive Severance Plan are generally greater than the severance benefits provided under Mr. Chloupek’s employment agreement (as summarized below), and, accordingly, in the event Mr. Chloupek’s employment is terminated in connection with the merger, Mr. Chloupek would be entitled to the severance benefits provided under the Executive Severance Plan.

Mr. Chloupek’s employment agreement also provides for reimbursement by us on a “grossed up” basis for all taxes incurred in connection with all payments or benefits provided to him upon a change in control that are determined by us to be subject to the 280G Excise Tax in an amount equal to the lesser of (A) the aggregate amount of all excise tax payments on a “grossed up” basis, or (B) 1.25 times his then-current annual base salary.

2022 Annual Bonuses

The merger agreement provides that if closing has not occurred by January 1, 2022, then on or as soon as practicable following the closing date, a pro-rated portion of the bonuses or short term incentives that relate to performance during CorePoint’s 2022 fiscal year will be paid to employees eligible to receive such bonuses or incentives pursuant to terms of CorePoint’s 2022 annual bonus plans or short term incentive plans. The amount of each pro-rated bonus will be based on the number of days that occurs during the 2022 fiscal year prior to the closing (with performance goals or metrics deemed achieved at target).

Treatment of Company Equity Awards

Under the terms of the merger agreement, all CorePoint equity awards outstanding immediately prior to the effective time (including those held by our executive officers) will generally be subject to the following treatment:

Quantification of Company Equity Award

For an estimate of the amounts that would be realized by each of our named executive officers with respect to their CorePoint equity awards that are expected to vest in connection with the merger see “Golden Parachute Compensation” section below. In addition, the estimated aggregate amount that would be realized by CorePoint’s

non-employee directors in settlement of their RSUs and deferred stock units in accordance with the merger agreement is $6,470,899.40 (calculated based on RSUs and deferred stock units outstanding as of December 16, 2021, and assuming the effective time occurs on March 1, 2022). These amounts assume that any time-vesting equity awards that are expected to vest in accordance with their terms prior to March 1, 2022 vest, but do not attempt to forecast any additional equity grants, issuances or forfeitures that may occur prior to the closing of the merger and do not include any additional dividend rights or dividend equivalent rights that may accrue prior to the closing of the merger. As a result of the foregoing assumptions, which may or may not be accurate on the relevant date, the actual amounts, if any, to be realized by CorePoint’s executive officers who are not named executive officers and non-employee directors may materially differ from the amounts set forth above. It is anticipated that additional grants of deferred stock units will be granted to non-employee directors on or around December 31, 2021. The estimated aggregate amount that would be realized in settlement of such additional deferred stock units in accordance with the merger agreement is $132,571.15 (using the same assumptions as noted above).

280G Mitigation Actions

CorePoint may take certain actions before the closing to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G) (“280G Mitigation Actions”). As of the date of this proxy statement, the Company has approved the following 280G Mitigation Actions, as further described below: (i) the acceleration of certain PSUs held by Keith Cline, Mark Chloupek, Howard Garfield and Dan Swanstrom (collectively, the “Covered Executives”), and (ii) the acceleration of payment of 2021 annual bonuses for the Covered Executives.

More specifically, the acceleration and settlement of PSUs which were granted to each of the Covered Executives on March 25, 2020 (the “2020 PSUs”) (with such vesting determined based on achievement of maximum performance), together with any applicable unpaid dividend equivalent amounts, was approved. The number of 2020 PSUs to be accelerated and settled (at maximum performance) for each of the Covered Executives is as follows: 824,609 for Keith Cline, 247,384 for Mark Chloupek, 92,356 for Howard Garfield, and 247,384 for Dan Swanstrom. The accelerated payment of annual bonuses under the CorePoint Operating Partnership L.P. Section 16 Short Term Incentive Plan for the performance period of January 1, 2021 through December 31, 2021 (the “2021 Bonuses”) for each of the Covered Executives was also approved. The amount of the 2021 Bonuses to be paid to each of the Covered Executives is as follows: $1,591,350 for Keith Cline, $824,000 for Mark Chloupek, $336,000 for Howard Garfield and $950,000 for Dan Swanstrom. The accelerated payment and settlement (as applicable) of the 2020 PSUs and 2021 Bonuses is contingent upon each Covered Executive’s execution of a repayment agreement that requires the executive to repay the accelerated compensation amounts if the executive voluntarily resigns prior to the earlier of the closing of the merger and the originally scheduled vesting, payment or settlement date (as applicable). Subject to execution of the repayment agreements, the acceleration, payment and settlement of the 2020 PSUs and 2021 Bonuses is anticipated to occur prior to December 31, 2021.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K of the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the merger that will or may become payable to each named executive officer of CorePoint in connection with the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of CorePoint’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below are estimates based on several assumptions that may or may not actually occur or be accurate on the effective date of the merger, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the merger. The calculations in the table below do not include amounts the named executive officers were

already entitled to receive or were vested in as of December 16, 2021. In addition, these amounts do not attempt to forecast any additional equity or cash award grants, issuances or forfeitures that may occur, or future dividend equivalents that may be accrued, prior to the closing of the merger. For purposes of calculating such amounts, the per share value of CorePoint common stock was based on the per share merger consideration ($15.65 per share) and the following assumptions were used:

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this discussion, “single-trigger” refers to benefits that arise solely as a result of the closing (or, with respect to the values included attributable to the 280G Mitigation Actions described above, in connection with the merger), and “double-trigger” refers to benefits that arise as a result of the closing accompanied by a qualifying termination immediately following the closing.

Each of Cerberus Credit and the Highgate Sponsors are providing limited guaranties, on the terms and subject to the conditions set forth in the respective limited guaranties, guaranteeing the payment and performance of Cavalier of its parent termination fee obligations and certain other payment obligations, as further described in the section entitled “The Merger—Financing of the Merger —Limited Guaranties” beginning on page [68].

The consummation of the merger is not conditioned upon Cavalier obtaining the proceeds of any financing.

Equity Financing

Cavalier is a party to the equity commitment letter, by and among CRE Credit Holdco II, LP (“Cerberus Credit”) and Cavalier (the “Cerberus Equity Commitment Letter”) and the equity commitment letter, by and among Mahmood Khimji and Mehdi Khimji (collectively with Mahmood Khimji, the “Highgate Sponsors”; the Highgate Sponsors and Cerberus Credit, each an “Investor”) and Cavalier (the “Highgate Equity Commitment Letter”), pursuant to which (i) Cerberus Credit has committed, upon the terms and subject to the conditions of the Cerberus Equity Commitment Letter, to make available to Cavalier up to $297,456,742 of equity financing, subject to increase and reduction in certain circumstances, and (ii) the Highgate Sponsors have committed, upon the terms upon the terms and subject to the conditions of the Highgate Equity Commitment Letter, to make available to Cavalier up to $360,681,461 of equity financing, subject to increase and reduction in certain circumstances.

Cerberus Credit and the Highgate Sponsors, subject to the conditions set forth in the respective equity commitment letters, commit to cause Cavalier to be capitalized with an aggregate of $297,456,742 in cash, in the case of Cerberus Credit, and $360,681,461 in cash, in the case of the Highgate Sponsors, all of which will be used by Cavalier to fund, at the closing, together with the proceeds of the debt financing, the sum of (i) the aggregate per share merger consideration pursuant to the merger agreement, (ii) any and all fees and expenses required to be paid by Cavalier or the surviving entity in connection with the merger and the financing, (iii) any refinancing of any outstanding indebtedness of CorePoint or its subsidiaries contemplated by the merger agreement or the financing commitments, (iv) any amounts payable, if any, to the holders of shares of CorePoint preferred stock pursuant to the change of control offer contemplated by the merger agreement and/or (v) any other payment obligations of Cavalier and the surviving entity contemplated under the merger agreement; provided that, in each case, the respective equity commitments shall be increased, subject to the terms of the applicable equity commitment letter, if CorePoint is required to redeem any shares of CorePoint preferred stock pursuant to the change of control offer. In the event that Cavalier does not require Cerberus Credit and the Highgate Sponsors to fund all of the aggregate amount of the equity commitments in order to consummate the transactions contemplated by the merger agreement, then the amount of each equity commitment to be funded will be reduced pursuant to the terms of the applicable equity commitment letter. The obligations of each of the Highgate Sponsors pursuant to the Highgate Equity Commitment Letter will be joint and several.

The obligation of each of Cerberus Credit and the Highgate Sponsors to fund its equity commitment is subject to the terms and conditions and limitations set forth in the merger agreement and the applicable equity commitment letter, which conditions include: (i) the execution and delivery of the merger agreement, (ii) the satisfaction or irrevocable waiver by Cavalier of all of Cavalier’s conditions to close set forth in the closing conditions section of the merger agreement (other than any such conditions that by their nature are to be satisfied

at the closing, but subject to the satisfaction or irrevocable waiver by Cavalier of such conditions at the closing), (iii) no party having validly terminated the merger agreement in accordance with its terms, (iv) the financing provided for by the debt financing commitments (or, if applicable, the alternative financing pursuant to the merger agreement) has been funded or will be funded at the closing in accordance with the terms thereof if the equity financing is funded at the closing, (v) the concurrent consummation of the closing in accordance with the terms of the merger agreement and (vi) the substantially simultaneous funding by the other Investor of the amount required to be funded pursuant to its respective equity commitment letter.

Cerberus Credit’s and the Highgate Sponsors’ obligation to fund their respective equity commitments will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the closing of the merger, (b) the valid termination of the merger agreement in accordance with its terms, and (c) the assertion by CorePoint or any of its controlled affiliates in any litigation or other proceeding of any claim or purported claim under (i) the equity commitment letter of the Investor or the other Investor, (ii) the limited guaranty of the Investor or the other Investor, or (iii) otherwise against the Investor, other Investor, Cavalier, or certain other parties in connection with the merger agreement or any of the transactions contemplated by the equity commitment letters or the merger agreement, in each case, other than a claim against (i) any Investor to specifically enforce the provisions of the equity commitment letters as described in the remedies and specific performance provisions therein, (ii) Cavalier or Merger Sub under and in accordance with the terms and conditions of the merger agreement, (iii) any claim to enforce, or for damages under, the applicable confidentiality agreement, and (iv) any claim under the section describing the Investor’s or the other Investor’s guaranty obligations under the respective limited guaranty.

Pursuant to the terms and conditions of the merger agreement, Cavalier will use reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the equity financing.

CorePoint has the right to enforce Cavalier’s right to cause the equity financing to be funded by the Investors as a third party beneficiary solely to the extent CorePoint is entitled to specific performance under the merger agreement to enforce Cavalier’s right to cause the equity financing to be funded (see the section entitled “The Merger Agreement—Specific Performance” beginning on page [100]).

Limited Guaranties

CorePoint is a party to the limited guaranty, by and between Cerberus Credit and CorePoint (the “Cerberus Limited Guaranty”) and the limited guaranty, by and among the Highgate Sponsors and CorePoint (the “Highgate Limited Guaranty”).Each of Cerberus Credit and the Highgate Sponsors, on the terms and subject to the conditions set forth in the respective limited guaranty, guarantees the observance, performance and discharge of 30%, in the case of the Highgate Sponsors, and 70%, in the case of Cerberus Credit, of (a) the payment obligations of Cavalier with respect to the parent termination fee (or, without duplication, any damages incurred by CorePoint due to Cavalier’s breach of the merger agreement up to, but not exceeding, an amount (in the aggregate) equal to the parent termination fee), (b) the payment obligations of Cavalier under the provision of the merger agreement relating to reimbursement of financing related expenses, (c) the payment obligations of Cavalier under the provision of the merger agreement relating to reimbursement of expenses incurred pursuing payment of termination fees and (d) the payment obligations of Cavalier under the provisions of the merger agreement relating to antitrust filings and proxy statement preparation fees, in each case, subject to the terms and limitations of the merger agreement. In no event will the aggregate liability under the respective limited guaranty exceed 30%, in the case of the Highgate Sponsors, and 70%, in the case of Cerberus Credit, of the sum of (i) the parent termination fee and (ii) the amount of all costs and expenses, if any, described in clauses (b) – (d) above and the amount of all costs and expenses, if any, under the litigation reimbursement provision of the respective limited guaranty (for purposes of this clause (ii), with respect to each limited guaranty, any such costs and expenses will not exceed, in any event, $5,000,000 in the aggregate). The obligations of each of the Highgate Sponsors pursuant to the Highgate Limited Guaranty will be joint and several.

The obligations and liabilities of Cerberus Credit and the Highgate Sponsors under the respective limited guaranty will terminate as of the earliest to occur of: (i) the consummation of the closing following payment by Cavalier of the amounts necessary to consummate the transactions contemplated by the merger agreement, (ii) payment of 70%, in the case of Cerberus Credit, and 30%, in the case of the Highgate Sponsors, of the parent termination fee to CorePoint pursuant to the merger agreement by Cerberus Credit or the Highgate Sponsors, as applicable, and (iii) the 120^th day after any valid written termination of the merger agreement in accordance with its terms, unless, in the case of clause (iii), CorePoint has taken certain actions with respect to claims under the respective limit guaranty prior to such 120^th day, in which case the applicable limited guaranty would terminate upon the earlier of (x) the final, non-managementnon-appealable members.resolution of such claim or litigation or (y) written agreement between Cerberus Credit or the Highgate Sponsor, as applicable, and CorePoint resolving such claim, and in each case the satisfaction by Cerberus Credit or the Highgate Sponsors, as applicable, of the obligations as so finally determined or agreed upon.

Debt Financing

In connection with the merger, Cavalier (through its subsidiary Merger Sub) obtained a commitment letter, dated November 6, 2021 (as amended, the “debt commitment letter”), from Deutsche Bank AG, New York Branch and Bank of Montreal (collectively, the “debt commitment parties” or “lender”) to provide, severally but not jointly, upon the terms and conditions set forth in the debt commitment letter, acquisition debt financing in an aggregate amount of up to, subject to certain limitations, $1.030 billion, consisting of mortgage and/or mezzanine loans (the “debt financing”).

The proceeds of the debt financing will be used to (i) pay a portion of the consideration due under the merger agreement and indirectly to acquire the portfolio consisting of a number of hotel properties described in the debt commitment letter (collectively or individually, as the context requires, the “Property”), (ii) fund any required upfront reserves (if any) and (iii) pay approved costs and expenses in connection with the debt financing.

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to a number of conditions, including:

The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter will terminate at the earlier of (i) March 6, 2022, such termination date being subject to extension to April 6, 2022 and to May 6, 2022, by Sponsor at its sole option if it pays the required extension payment(s) and (ii) the date on which the debt commitment letter is terminated in accordance with its terms (the earlier of (i) and (ii), the “debt commitment expiration date”).

Lender may, at its option, terminate the debt commitment letter in the event of the occurrence of any of the following:

Lender may, at its option, but only after giving effect to the special reserve provisions, terminate the debt commitment letter in the event of the occurrence of any of the following:

Cavalier is required under the merger agreement to use reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the debt financing. In the event that any portion of the debt financing becomes unavailable on the terms and conditions of the debt commitment letter or to the extent that Cavalier reasonably believes in good faith that it will not have funds available that are sufficient to enable it to fund the financing uses in full, Cavalier will use its reasonable best efforts to (i) obtain alternative financing sufficient to pay all amounts required to be paid to consummate the transactions contemplated by the merger agreement and pay all financing uses and (ii) obtain new financing

commitment letter(s) that would provide for debt financing (A) on terms and conditions not less beneficial to Cavalier than those contemplated in the debt commitment letter and (B) that would not involve (or expand upon) any conditions to funding of the debt financing that are more onerous than the conditions contained in the debt commitment letter. The definitive documentation governing the debt financing contemplated by the debt commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Regulatory Clearances and Approvals Required for the Merger

CorePoint and Cavalier have determined that the filing of notification and report forms under the Hart-Scott-Rodino Act (or other antitrust laws) will not be necessary to complete the merger. However, at any time before or after the merger, the Antitrust Division of the U.S. Department of Justice, the U.S. Federal Trade Commission, a state attorney general or a foreign competition authority could take action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the merger or seeking divestiture of assets of CorePoint, Cavalier or their respective affiliates. Private parties may also bring legal actions under the antitrust laws under certain circumstances.

Material U.S. Federal Income Tax Consequences of the Merger

Your receipt of the merger consideration for your shares of common stock pursuant to the merger will be treated for U.S. federal income tax purposes as a taxable sale of your common stock (except in the case of certain non-U.S. stockholders noted below). Generally, for U.S. federal income tax purposes, you will recognize gain or loss as a result of the merger measured by the difference, if any, between the merger consideration you receive and your adjusted tax basis in your shares. However, under certain circumstances, we may be required to withhold a portion of your merger consideration under applicable tax laws, and we intend to withhold a portion of the merger consideration paid to certain non-U.S. stockholders (who could be treated as having effectively connected income subject to U.S. federal income tax) to the extent required under the Foreign Investment in Real Property Tax Act (“FIRPTA”). Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. We encourage you to consult your tax advisor regarding the tax consequences of the merger to you. For further discussion, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [71].

Delisting and Deregistration of CorePoint Common Stock

As promptly as practicable following the completion of the merger, the CorePoint common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

No Dissenters’ Rights of Appraisal

We are organized as a corporation under Maryland law. Under Section 3-202 of the MGCL, because our common stock was listed on the NYSE on the record date for determining stockholders entitled to vote at the special meeting, our common stockholders who object to the merger do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the merger. In addition, holders of our common stock may not exercise any appraisal rights, dissenters’ rights or the rights of an objecting stockholder to receive the fair value of the stockholder’s shares in connection with the merger because, as permitted by Maryland law, our charter provides that stockholders are not entitled to exercise such rights unless our Board determines that the rights apply. Our Board has made no such determination. However, our common stockholders can vote against the merger proposal.

Committee ChartersTHE MERGER AGREEMENT

The following discussion sets forth the principal terms of the merger agreement, a copy of which is attached as Annex A to this proxy statement and Corporate Governance Guidelinesis incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger.

Explanatory Note Regarding the Merger Agreement

Our commitmentThe merger agreement and this summary of its terms have been included to good corporate governanceprovide you with information regarding the terms of the merger agreement. Factual disclosures about CorePoint contained in this proxy statement or in CorePoint’s public reports filed with the SEC may supplement, update or modify the factual disclosures about CorePoint contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by CorePoint, Cavalier and Merger Sub were qualified and subject to important limitations agreed to by CorePoint, Cavalier and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue, due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, and were not intended by the parties to the merger agreement to be a characterization of the actual state of facts or condition of CorePoint, Cavalier or Merger Sub, except as expressly stated in the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in our Corporate Governance Guidelines,the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which describe our Board’s viewsdo not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and policiessubsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by CorePoint with the SEC.

Additional information about CorePoint may be found elsewhere in this proxy statement and CorePoint’s other public filings. See “Where You Can Find More Information” beginning on page [116] of this proxy statement.

When the Merger Becomes Effective

The closing of the merger will take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, or remotely by exchange of documents and signatures (or their electronic counterparts), at 9:00 a.m. (New York City time) on the 3^rd business day after the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by law) waiver of such conditions) or at such other time as may be required pursuant to the section of the merger agreement relating to the IRS matter, unless another time, date or place is agreed to in writing by CorePoint and Cavalier; provided that Cavalier, in its sole discretion, may elect for the closing to occur on a wide rangelater date but not later than the earlier of governance topics. These Corporate Governance Guidelines(i) thirty days following the date on which Company Requisite Vote is obtained and (ii) 5:00 p.m. (New York Time) on May 6, 2022.

Concurrently with the closing, CorePoint, Cavalier and Merger Sub will cause to be filed executed articles of merger with respect to the merger with the State Department of Assessments and Taxation of Maryland

(“SDAT”) as provided under the Maryland General Corporation Law (the “MGCL”) and a certificate of merger with respect to the merger with the Delaware Secretary of State (“DSOS”) as provided under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”). The merger will become effective at the later of such time of the filing and acceptance for record by the SDAT and DSOS of each of the articles of merger and certificate of merger or at such later date and time (not to exceed thirty days from the date the articles of merger and certificate of merger are reviewedaccepted for record) as is agreed by Cavalier and CorePoint and specified in the articles of merger and certificate of merger.

Structure of the Merger; LP Agreement; Certificate of Limited Partnership; Officers

Upon the terms and conditions of the merger agreement, at the effective time, CorePoint will merge with and into Merger Sub and the separate corporate existence of CorePoint will cease, with Merger Sub continuing as the surviving entity. At the effective time, the limited partnership agreement of Merger Sub as in effect immediately prior to the effective time, will, by virtue of the merger, be the limited partnership agreement of the surviving entity until thereafter amended. At the effective time, the certificate of limited partnership of Merger Sub as in effect immediately prior to the effective time, will, by virtue of the merger, be the certificate of limited partnership of the surviving entity until thereafter amended. Except as otherwise determined by Cavalier in its sole discretion, from and after the effective time, the officers of CorePoint immediately before the effective time will be the initial officers of the surviving entity and will hold office until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal, in accordance with the surviving entity’s certificate of limited partnership and limited partnership agreement and applicable law.

Effect of the Merger on CorePoint Common Stock and Preferred Stock

At the effective time, each share of CorePoint common stock issued and outstanding immediately prior to the effective time (other than shares of common stock owned by CorePoint, Cavalier or Merger Sub immediately prior to the effective time and not held on behalf of third parties (“cancelled shares”) and converted shares (as defined below) or Restricted Stock (as defined below)) will be converted into the right to receive the merger consideration. From and after the effective time, such CorePoint common stock will no longer be outstanding and will automatically be cancelled, and will cease to exist, and each holder of certificates or book-entry shares, which immediately prior to the effective time represented such CorePoint common stock, will cease to have any rights with respect thereto, except the right to receive, upon surrender of such certificates or book-entry shares, the merger consideration.

At the effective time, any shares of CorePoint common stock that are cancelled shares will automatically be cancelled and retired and will cease to exist, and no consideration or payment will be delivered in exchange for such shares. At the effective time, any shares of CorePoint common stock owned by any direct or indirect wholly owned subsidiary of CorePoint or Cavalier (other than Merger Sub) (“converted shares”) will automatically be converted into such number of limited partnership units of the surviving entity such that the ownership percentage of each owner of converted shares in the surviving entity immediately after the effective time is the same as such subsidiary’s ownership percentage in CorePoint immediately prior to the effective time.

At the effective time, each share of CorePoint preferred stock will automatically be converted into a unit of a newly created series of preferred limited partnership interests of Merger Sub with substantially identical powers, preferences, privileges, and rights as the CorePoint preferred stock and, upon such conversion, the CorePoint preferred stock will automatically be cancelled and shall cease to exist.

The merger consideration or the new Merger Sub preferred limited partnership interests, as applicable, will be adjusted appropriately to reflect the effect of any reclassification, stock split (including reverse stock split), combination, stock dividend or distribution, recapitalization, subdivision, merger, issuer tender or exchange offer, or other similar transaction occurring on or after November 6, 2021 and prior to the effective time.

Treatment of CorePoint Equity Awards

Stock Units. Each outstanding Stock Unit, including any outstanding share of common stock of CorePoint subject to vesting restrictions (“Restricted Stock”), will be cancelled and converted into the right to receive a cash payment (without interest) equal to (i) the total number of shares subject to such Stock Unit, multiplied by (ii) the per share merger consideration, together with any applicable unpaid dividend equivalents provided under the terms of any applicable Stock Unit award agreement, less any applicable withholding taxes required to be withheld by applicable law.

Performance-Based Stock Units (“PSUs”). Each outstanding PSU will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares subject to such PSU, calculated based on the greater of (A) actual performance achieved through the effective time in accordance with the terms of such PSU, and (B) the target level performance, multiplied by (ii) the per share merger consideration, together with any applicable unpaid dividend equivalents provided under the terms of any applicable PSU award agreement, less any applicable withholding taxes required to be withheld by applicable law.

Payment for CorePoint Common Stock and Preferred Stock

Prior to or at the effective time, Cavalier will deposit, or cause to be deposited, with a paying agent designated by Cavalier that is reasonably acceptable to CorePoint, (i) cash in an amount sufficient to pay the aggregate merger consideration and (ii) book entry shares (or certificates if requested) representing units of the new Merger Sub preferred limited partnership interests issuable in exchange for outstanding shares of CorePoint preferred stock.

Promptly after the effective time (and in any event within two business days after the effective time), the surviving entity will cause the paying agent to mail to each holder of record of certificates that immediately prior to the effective time represented outstanding shares of CorePoint common stock or preferred stock, and each holder of record of shares of CorePoint common stock or preferred stock held in book-entry form (i) transmittal materials, including a letter of transmittal, which will specify that delivery of certificates will be effected, and risk of loss and title to the certificates will pass only upon proper delivery of the certificates (or in the case of book-entry shares, only upon proper delivery of an “agent’s message”, or such other evidence, if any, of the book-entry transfer as the paying agent may reasonably request) to the paying agent and will be in a form and have such other provisions as Cavalier and CorePoint may reasonably agree, and (ii) instructions for effecting the surrender of the certificates or book-entry shares, as applicable, in exchange for cash in an amount equal to the per share merger consideration multiplied by the number of shares of CorePoint common stock previously represented by such certificates or the new Merger Sub preferred limited partnership interests to which the holder of such certificate(s) is entitled, as applicable.

Upon surrender of a certificate (or an affidavit of loss in lieu thereof) for cancellation to the paying agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, the holder of such certificate will be entitled to receive in exchange therefor as promptly as reasonably practicable after the effective time (i) in respect of a certificate that represented immediately prior to the effective time CorePoint common stock, cash in an amount equal to the per share merger consideration multiplied by the number of shares of CorePoint common stock previously represented by such certificate or (ii) in respect of a certificate that represented immediately prior to the effective time CorePoint preferred stock, the new Merger Sub preferred limited partnership interests payable in respect of such CorePoint preferred stock and, in each case, the certificate (or affidavit of loss in lieu thereof) so surrendered will be cancelled. Each book-entry share representing shares of CorePoint common stock or preferred stock, as applicable, will be entitled to receive, and Cavalier will cause the paying agent to pay and deliver in exchange therefor as promptly as reasonably practicable after the effective time, (i) in respect of a book-entry share that represented immediately prior to the effective time CorePoint common stock, cash in an amount equal to the per share merger consideration multiplied by the number of shares of CorePoint common stock previously represented by such book-entry share

and (ii) in respect of a book-entry share that represented immediately prior to the effective time CorePoint preferred stock, the new Merger Sub preferred limited partnership interests payable in respect of such CorePoint preferred stock. The paying agent will accept such certificates (or affidavits of loss in lieu thereof and make such payments and deliveries with respect to book-entry shares upon compliance with such reasonable terms and conditions as the paying agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of holders of the certificates or book-entry shares on any amount payable upon the surrender or delivery thereof.

Representations and Warranties

The merger agreement contains representations and warranties made by CorePoint to Cavalier and by Cavalier to CorePoint. Certain of the representations and warranties in the merger agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be inaccurate or incorrect unless their failure to be true or correct (i) is material or (ii) would result in a material adverse effect on the party making such representation or warranty, in the case of CorePoint, or would prevent, materially delay or have a materially adverse effect on the ability of Cavalier or Merger Sub to consummate the transactions, in the case of Cavalier and Merger Sub). In addition, certain of the representations and warranties in the merger agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue, inaccurate or incorrect as a result of matters of which certain officers of the party making the representation (who are specified in qualifying the “knowledge” of such party for purposes of the merger agreement) did not have actual knowledge after reasonable inquiry of their direct reports. Furthermore, each of the representations and warranties is subject to the qualifications set forth on the disclosure letter delivered to CorePoint by Cavalier, in the case of representations and warranties made by CorePoint, and the disclosure letter delivered to Cavalier by CorePoint, in the case of representations and warranties made by Cavalier, as well as the reports of CorePoint filed with or furnished to the SEC during the period from January 1, 2019 through November 4, 2021 (excluding any disclosures set forth under the captions “Risk Factors” or “Forward-Looking Statements” and in any other section to the extent they are cautionary, predictive or forward-looking in nature).

In the merger agreement, CorePoint has made representations and warranties to Cavalier, regarding:

In the merger agreement, Cavalier and Merger Sub have made representations and warranties to CorePoint regarding: