As filed with the Securities and Exchange Commission on September 6, 2017
File No. 001-38168
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CorePoint Lodging Inc.
(Exact name of registrant as specified in its charter)
Maryland | 82-1497742 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
909 Hidden Ridge, Suite 600 Irving, Texas | 75038 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214)492-6600
With copies to:
Edgar J. Lewandowski Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212)455-2000 | Mark M. Chloupek Executive Vice President, Secretary and General Counsel La Quinta Holdings Inc. 909 Hidden Ridge, Suite 600 Irving, Texas 75038 (214)492-6600 |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which | |
Common stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Item 1. Business
The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “Unaudited Pro Forma Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” “Management,” “Executive and Director Compensation” and “Certain Relationships and Related Party Transactions” of the information statement filed as Exhibit 99.1 to this Form 10 (the “information statement”). Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section “Risk Factors” of the information statement. That section is incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial Data,” “Capitalization,” “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the information statement. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties” of the information statement. Those sections are incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the section “Management” of the information statement. That section is incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the sections “Management” and “Executive and Director Compensation” of the information statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained under the sections “Management,” “Executive and Director Compensation” and “Certain Relationships and Related Party Transactions” of the information statement. Those sections are incorporated herein by reference.
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Item 8. Legal Proceedings
The information required by this item is contained under the section “Business and Properties—Legal Proceedings” of the information statement. That section is incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Risk Factors,” “TheSpin-Off,” “Distribution Policy,” “Executive and Director Compensation” and “Description of Capital Stock” of the information statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
Not applicable.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the sections “Risk Factors—Risks Related to Ownership of Our Common Stock,” “Distribution Policy” and “Description of Capital Stock” of the information statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions—Indemnification Agreements” and “Certain Provisions of Maryland Law and of Our Charter and Bylaws—Limitations on Liability and Indemnification of Directors and Officers” of the information statement. Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the sections “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein of the information statement. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) | Financial Statements |
The information required by this item is contained under the section “Index to Financial Statements” beginning on pageF-1 of the information statement. That section is incorporated herein by reference.
(b) | Exhibits |
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The following documents are filed as exhibits hereto:
Exhibit No. | Description | |
2.1 | Form of Distribution Agreement among La Quinta Holdings Inc. and CorePoint Lodging Inc.* | |
3.1 | Form of Articles of Amendment and Restatement* | |
3.2 | Form of Bylaws* | |
10.1 | Form of Employee Matters Agreement between La Quinta Holdings Inc. and CorePoint Lodging Inc.* | |
10.2 | Form of Tax Matters Agreement between La Quinta Holdings Inc. and CorePoint Lodging Inc.* | |
10.3 | Form of Transition Services Agreement between La Quinta Holdings Inc. and CorePoint Lodging Inc.* | |
10.4 | Form of CorePoint Lodging Inc. 2017 Omnibus Incentive Plan* | |
10.5 | Form of Indemnification Agreement to be entered into between CorePoint Lodging Inc. and each of its directors and executive officers* | |
10.6 | Form of Registration Rights Agreement among CorePoint Lodging Inc. and certain of its stockholders* | |
10.7 | Form of Stockholders Agreement among CorePoint Lodging Inc. and the other parties thereto* | |
10.8 | Form of Credit Agreement* | |
21.1 | Subsidiaries of CorePoint Lodging Inc.* | |
99.1 | Preliminary Information Statement, dated September 6, 2017 | |
99.2 | Section 13(r) Disclosure* |
* | To be filed by amendment. |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
COREPOINT LODGING INC. | ||
By: | /s/ Mark M. Chloupek | |
Mark M. Chloupek | ||
Secretary |
Date: September 6, 2017
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