This Amendment No. 4 (this “Amendment”) to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2023, as amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on January 26, 2024, Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the SEC on February 27, 2024 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the SEC on March 11, 2024 (as so amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) by Choice Hotels International, Inc., a Delaware corporation (“Choice”), and WH Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Choice (“Purchaser”), and relates to Choice’s tender offer to exchange each issued and outstanding share of common stock, par value $0.01 per share (the “Wyndham common stock”), of Wyndham Hotels & Resorts, Inc., a Delaware corporation (“Wyndham”), for $49.50 in cash and 0.324 shares of common stock of Choice, par value $0.01 per share (the “Choice common stock”), the Cash Election Consideration (as set forth on the cover page of the Exchange Offer (as defined below)), or the Stock Election Consideration (as set forth on the cover page of the Exchange Offer), subject to proration and the Additional Consideration (as set forth on the cover page of the Exchange Offer), if any, described in (1) the Exchange Offer, dated December 12, 2023 (together with any amendments or supplements thereto, the “Exchange Offer”), and (2) the related Letter of Election and Transmittal (the offer reflected by such terms and conditions, as they may be amended, supplemented or extended from time to time, constitutes the “Offer”).
All information contained in the Exchange Offer and the Letter of Election and Transmittal, and any prospectus supplement or other supplement thereto related to the Offer, is hereby expressly incorporated herein by reference in response to all items in the Schedule TO, and as more precisely set forth below.
Items 1 through 9 and 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding the following:
The Offer expired at 5:00 p.m., New York City time, on March 8, 2024. No shares of Wyndham common stock were purchased by Purchaser pursuant to the Offer, due to number of factors including the refusal of the Wyndham board of directors to engage in constructive discussions on terms and the fact that a number of the conditions to the Offer, such as the minimum tender condition, remained unsatisfied as of the expiration date. As of the expiration date, approximately 10,995,266 shares of Wyndham common stock (which includes 517,388 shares subject to guaranteed delivery procedures) had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 14% of the outstanding shares of Wyndham common stock. This number does not include 1,447,264 shares of Wyndham common stock owned by Choice as of the expiration date, representing approximately 2% of the outstanding shares of Wyndham common stock. Purchaser has instructed the exchange agent for the Offer to promptly return all shares of Wyndham common stock to the tendering stockholders.
