UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-38168
CorePoint Lodging Inc.
(Exact name of registrant as specified in its charter)
c/o Cavalier
MergerSub LP
870 Seventh Avenue, 2nd floor
New York, NY 10019
(972)
444-9700
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Common Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1) |
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☒ |
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Rule 12g-4(a)(2) |
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☐ |
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Rule 12h-3(b)(1)(i) |
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☒ |
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Rule 12h-3(b)(1)(ii) |
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☐ |
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Rule 15d-6 |
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☐ |
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Rule 15d-22(b) |
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☐ |
Approximate number of holders of record as of the certification or notice date: One (1)*
Pursuant to the requirements of the Securities Exchange Act of 1934, Cavalier MergerSub LP, as successor by merger to CorePoint Lodging Inc., has caused this
certification/notice to be signed on its behalf by the undersigned duly authorized person.
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CAVALIER MERGERSUB LP |
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As successor by merger to CorePoint Lodging Inc. |
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By: Cavalier MergerSub GP LLC, its General Partner |
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| Date: March 14, 2022 |
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By: |
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/s/ Paul R. Womble |
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Name: Paul R. Womble |
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Title: Authorized Signatory |
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On November 6, 2021, Cavalier Acquisition Owner LP (as assignee of Cavalier Acquisition JV LP), a Delaware
limited partnership (“Parent”), Cavalier MergerSub LP (as assignee of Parent), a Delaware limited partnership and wholly owned subsidiary of Parent (“Merger Sub”) and CorePoint Lodging Inc., a Maryland corporation
(the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the merger of the Company with and into Merger Sub. Pursuant to the Merger Agreement, on March 3, 2022, the
Company merged with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger as a wholly owned subsidiary of Parent. |