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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549
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SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 13) |
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WYNDHAM
HOTELS & RESORTS, INC.
(Name of Subject Company) |
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WYNDHAM
HOTELS & RESORTS, INC.
(Name of Persons Filing Statement) |
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Common
Stock, $0.01 par value per share
(Title of Class of Securities) |
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98311A105
(CUSIP Number of Class of Securities) |
Paul
Cash, Esq.
General Counsel and Corporate Secretary
Wyndham Hotels & Resorts, Inc. |
22
Sylvan Way
Parsippany, New Jersey 07054
Telephone: (973) 753-6000
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of the person filing statement)
Copies
to:
Daniel
E. Wolf, Esq.
David B. Feirstein, Esq.
Carlo
F. Zenkner, Esq.
Kirkland & Ellis LLP
601
Lexington Avenue
New
York, NY 10022
(212) 446-4800 |
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| ☐ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This
Amendment No. 13 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Wyndham
Hotels & Resorts, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission
on December 18, 2023. The Statement relates to the unsolicited offer by Choice Hotels International, Inc., a Delaware corporation
(“Choice”), through its wholly owned subsidiary, WH Acquisition Corporation, a Delaware corporation, to exchange any
and all of the issued and outstanding shares of Wyndham common stock, par value $0.01 per share, for, at the election of the holder,
(i) $49.50 in cash and 0.324 shares of Choice common stock, par value $0.01 per share (“Choice Common Stock”) (together
with the $49.50 in cash, the “Standard Offer Consideration”), (ii) an amount in cash equal to the equivalent market
value of the Standard Offer Consideration based on the volume-weighted average of the closing prices of Choice Common Stock as quoted
on the New York Stock Exchange (the “NYSE”) over the five NYSE trading days ending on the 10th business day preceding
March 8, 2024 (the “Expiration Date”) or (iii) a number of shares of Choice Common Stock having a value equal to the
equivalent market value of the Standard Offer Consideration (based on the volume-weighted average of the closing prices of Choice Common
Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th business day preceding the Expiration Date), subject to
proration, as disclosed in the Prospectus/Offer to Exchange dated December 12, 2023 and the related Letter of Transmittal. Except
as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.
Item
9. Exhibits
Item
9 of the Statement is hereby amended and supplemented by adding the following exhibit:
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 23, 2024
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WYNDHAM HOTELS & RESORTS, INC. |
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By: |
/s/
Paul F. Cash |
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Name: |
Paul F. Cash |
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Title: |
General Counsel |
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Exhibit (a)(1)(U)
Wyndham Hotels & Resorts
A Message from Geoff Ballotti
Dear Team,
If you own Wyndham stock, you may have received materials in the mail
from our 401k administrator, Merrill Lynch, or your personal broker noting a “voluntary corporate action.” This letter was
prompted when Choice launched its unsolicited exchange offer in December. The purpose of this letter is to ask for your support of Choice’s
unsolicited exchange offer by tendering your Wyndham shares.
As we have stated, Wyndham’s Board has unanimously determined
that the offer is NOT in the best interests of our Company or our shareholders and continues to recommend that our shareholders NOT tender
their shares into the offer.
We encourage you to disregard these materials.
If you have questions with respect to the exchange offer, you can call
Wyndham’s information agent, Innisfree, at the numbers below:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders: (877) 750-8307 (Toll-free from the
U.S. and Canada)
or +1 (412) 232-3651 (from other countries)
We’ll continue sharing important updates with you when appropriate
and in the meantime, you can visit https://StayWyndham.com/ to get the facts and more information on the Board’s recommendation.
Thank you for your ongoing support.
Geoff
Important Additional Information
This communication is not an offer to purchase
or a solicitation of an offer to sell any securities or the solicitation of any vote or approval. Wyndham Hotels & Resorts, Inc. (“Wyndham”
or the “Company”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a solicitation/recommendation
statement on Schedule 14D-9. Any solicitation/recommendation statement filed by the Company that is required to be mailed to stockholders
will be mailed to Company stockholders. COMPANY STOCKHOLDERS ARE ADVISED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT
ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT
TO ANY EXCHANGE OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Company stockholders may obtain a copy of the Solicitation/Recommendation
Statement on Schedule 14D-9, as well as any other documents filed by the Company in connection with any exchange offer by Choice Hotels
International, Inc. or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of these documents from the Company by directing a request to Matt Capuzzi, Senior Vice President,
Investor Relations at matthew.capuzzi@wyndham.com or by calling 973.753.6453.
The Company intends to file a proxy statement
and accompanying WHITE proxy card with the SEC with respect to the Company’s 2024 Annual Meeting of Stockholders (the “2024
Annual Meeting”). The Company’s stockholders are strongly encouraged to read such proxy statement, the accompanying WHITE
proxy card and other documents filed with the SEC carefully in their entirety when they become available because they will contain important
information. The Company’s stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement
and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available
free of charge at the Company’s website at https://investor.wyndhamhotels.com.
Certain Information Concerning Participants
Wyndham and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. Information regarding the Company’s
directors and officers and their respective interests in the Company by security holdings or otherwise is available in its most recent
Annual Report on Form 10-K filed with the SEC on February 16, 2023 and its most recent definitive Proxy Statement on Schedule 14A filed
with the SEC on March 28, 2023. To the extent holdings of the Company’s securities have changed since the filing of the Company’s
most recent Annual Report on Form 10-K or the Company’s most recent definitive Proxy Statement on Schedule 14A, such changes have
been reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Updated information relating to the foregoing will also
be set forth in the Company’s proxy statement and other materials to be filed with the SEC for its 2024 Annual Meeting. These documents
can be obtained free of charge from the sources indicated above.
Cautionary Statement on Forward-Looking Statements
Certain statements either contained in or incorporated
by reference into this communication, other than purely historical information, and assumptions upon which those statements are based,
are “forward-looking statements.” Forward-looking statements include those that convey management’s expectations as
to the future based on plans, estimates and projections at the time Wyndham makes the statements and may be identified by words such as
“will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,”
“future,” “outlook,” “guidance,” “target,” “objective,” “estimate,”
“projection” and similar words or expressions, including the negative version of such words and expressions. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements
of Wyndham to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of hereof.
Factors that could cause actual results to differ
materially from those in the forward-looking statements include, without limitation, factors relating to the unsolicited exchange offer
by Choice Hotels International, Inc. (“Choice”) to acquire all outstanding shares of our common stock (the “Exchange
Offer”), including actions taken by Choice in connection with such offer, actions taken by Wyndham or its stockholders in respect
of the Exchange Offer or other actions or developments involving Choice, such as a potential proxy contest, the completion or failure
to complete the Exchange Offer, the effects of such offer on our business, such as the cost, loss of time and disruption; general economic
conditions, including inflation, higher interest rates and potential recessionary pressures; global or regional health crises or pandemics
(such as the COVID-19 pandemic) including the resulting impact on the Company’s business operations, financial results, cash flows
and liquidity, as well as the impact on its franchisees, guests and team members, the hospitality industry and overall demand for and
restrictions on travel; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating
risks associated with the hotel franchising business; the Company’s relationships with franchisees; the impact of war, terrorist
activity, political instability or political strife, including the ongoing conflicts between Russia and Ukraine and between Israel and
Hamas; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of
principal and interest and compliance with the covenants thereunder; risks related to the Company’s ability to obtain financing
and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for
and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in the Company’s most
recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities
and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, subsequent events or otherwise, except as required by law.
Please note you are receiving this message as you are a global
corporate team member.
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