| Item 1.01. | Entry into a Material Definitive Agreement |
Share Sale and Purchase Agreement
On June 12, 2022 Choice Hotels International, Inc. (the “Company”), Radisson Holdings Inc. (the “Seller”), Radisson Hospitality, Inc. (“Radisson Americas”), Aplite Holdings AB and Radisson Hospitality Belgium BV/SRL (“Radisson Belgium”), entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company will acquire (on the terms and subject to the satisfaction or waiver of the closing conditions set forth in the Purchase Agreement) (1) all of the issued and outstanding shares of Radisson Americas and (2) certain trademarks held by Radisson Belgium covering (i) the United States of America and its territories, namely Guam, American Samoa, Northern Mariana Islands, Puerto Rico and the U.S. Virgin Islands; (ii) all countries located on the continents of North America and South America; and (iii) all countries and territories located on the Caribbean Sea (the “Transaction”).
Pursuant to the Purchase Agreement, the Company will pay an aggregate purchase price of $675,186,000 (the “Purchase Price”), subject to certain adjustments relating to disclosed leakage, including reductions for transaction expenses payable by Radisson Americas.
The closing of the Transaction is subject to (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (2) the absence of any material adverse effect (as defined in the Purchase Agreement) on the business of Radisson Americas, (3) the approval of certain governmental agencies of specified amendments or waivers to Radisson Americas’ National Security Agreement and (4) other customary closing conditions. The Transaction is expected to close in the second half of 2022, subject to the satisfaction or waiver of such conditions.
The Purchase Agreement contains customary termination rights for the Company and the Seller, including in the event the Transaction is not consummated on or before December 9, 2022. The Purchase Agreement also contains customary representations and warranties and covenants of the parties.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Purchase Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
| Item 7.01 | Regulation FD Disclosure. |
On June 13, 2022, Choice Hotels International, Inc. issued a press release announcing its execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On June 13, 2022, Choice Hotels International, Inc. published an investor presentation describing the Transaction. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Choice Hotels International, Inc. under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
- 2 -
