Wyndham Shareholder Blasts Choice Bid, Calls Choice 'The Mouse'

TL;DR

**Major Wyndham shareholder Harvey C. Jewett IV publicly rejects Choice Hotels' acquisition attempt, calling it an unwanted offer from a 'lessor company'.**

AI Summary

Wyndham Hotels & Resorts, Inc. filed a DEFA14A on January 10, 2024, making materials available to investors, specifically a letter from shareholder Harvey C. Jewett IV. Mr. Jewett, a long-time motel industry veteran, expresses strong opposition to Choice Hotels' attempt to acquire Wyndham, calling Choice the "Mouse" and questioning why Wyndham, a company he believes is well-positioned for future success, would consider an "uninvited offer" from a "lessor company." This matters to investors because it highlights significant shareholder resistance to the proposed acquisition, suggesting a potentially difficult path for Choice Hotels and indicating that Wyndham's current management may have strong internal support to remain independent.

Why It Matters

This filing reveals a significant shareholder's strong opposition to Choice Hotels' acquisition attempt, indicating potential hurdles for the deal and reinforcing Wyndham's management's stance against the offer.

Risk Assessment

Risk Level: medium — The filing indicates strong shareholder opposition to a potential acquisition, which could create uncertainty around the company's future strategic direction and stock performance.

Analyst Insight

Investors considering selling Wyndham shares to Choice Hotels should be aware of significant shareholder resistance, which could impact the likelihood and terms of any potential deal. Those holding Wyndham may see continued support for independence.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — the registrant filing the DEFA14A
• Harvey C. Jewett IV (person) — a shareholder and long-time motel industry veteran opposing the acquisition
• Choice Group (company) — the company attempting to acquire Wyndham
• Steven Holmes (person) — recipient of Harvey C. Jewett IV's letter
• Geoff Ballotti (person) — recipient of Harvey C. Jewett IV's letter

Forward-Looking Statements

• Wyndham's management will continue to resist Choice Hotels' acquisition attempts. (Wyndham Hotels & Resorts, Inc.) — high confidence, target: Q1 2024
• Choice Hotels will face significant shareholder opposition if they pursue a hostile takeover. (Choice Group) — medium confidence, target: Q1 2024

FAQ

Filing Documents

• ny20016614x9_defa14a.htm (DEFA14A) — 18KB
• ny20016614x9_exa1k-img1.jpg (GRAPHIC) — 6573KB
• ny20016614x9_exa1k-img2.jpg (GRAPHIC) — 6738KB
• ny20016614x9_exa1k-img3.jpg (GRAPHIC) — 4155KB
• 0001140361-24-001779.txt ( ) — 23985KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Wyndham Hotels & Resorts, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On January 10, 2024, Wyndham Hotels & Resorts, Inc. made the following materials available to investors Page 1 of 2 Harvey C. Jewett IV Post Office Box 1036 Aberdeen, SD 57402-1036 Phone: 605-725-8608 Email: harvey@jewetthc.org November 28, 2023 Mr. Steven Holmes Mr. Geoff Ballotti 22 Sylvan Way 22 Sylvan Way Parsippany, NJ 07054 Parsippany, NY 07054 Dear Geoff and Steven, I have read in the news, with great interest, the attempt at forcing a sale of Wyndham by the Choice Group. I am reminded of the movie "The Mouse that Roared," as it is hard to understand Choice, of all companies, forcing a sale of Wyndham. I also had a chat with several franchisees of Wyndham. No franchisee I talked to took this "Mouse" seriously. How could an uninvited offer of cash and the Mouse's paper compel the successful company, positioned for future success, to negotiate an unwanted sale to the lessor company? Why sell or take paper in a struggling company when the company you have is in a great position, with the right franchisees, to thrive in the future? As you folks know, I have been involved since the early 70's in the motel industry, first as General Counsel for Super 8, and, at the time of the sale of Super 8 Motels, Inc. stock, as President. Also, as you know, I continue to serve on the franchisee Advisory Board. We sold all the stock in Super 8 Motels, Inc because we received a very good offer but also because Hospitality Franchise Systems offered solutions to problems for our 1,000-motel system that we had not been able to solve completely. Hospitality Franchise Systems offered a very good price to the shareholders and benefits to all franchisees. Marketing, name recognition, loyalty club, architecture, computer programing and legal assistance were scheduled to be a step up from previous practices. This was at a time when consumers were moving away from a Reservation Center to a computer driven reservation system and the Super 8 sellers had little experience with that. The sale was good for both the shareholders and the franchisees. I am sure Wyndam Franchisees would be less than happy if the unwanted sale to the troubled Choice System were to take place. We just had the International Wyndham Convention including all Wyndham Brands. It was without question the best hospitality convention that I have attended in over 50 years in this business. What was striking was the contentment and good feeling of the franchisees. Wyndham is doing well in every area of operations and the franchisees are thriving as well. At the convention there was absolutely no grumbling undercurrent of discontent with Wyndham, which seems to be common at all National Conventions, of any type of company. There were only positive feelings of success and team spirit. The franchisees are in no mood to be acquired by troubled, second-string Mice! Page 2 of 2 Please hang in with your resistance to this nonsense. Do not let yourself be threatened by an uninvited, unwanted purchase "offer." Resist the ideas that an unwanted and poorly thought-out offer creates any duty upon you to bargain. On top of that, from what I hear, you would be subjecting your franchisees to a demonstrably weaker Choice staff than Mike Mueller, his staff, the staff of the other Wyndham brands. The existing staff of Wyndham is excellent. The franchisees strongly support Mike Mueller and the other Brand directors. Stick with the staff you assembled, the programs that are working, particularly Trip Rewards, the franchisees that are happy and working hard, and, of course, yourselves. This is probably a game to persuade you to make a counteroffer to buy Choice. It would be a nice bale out for them. Stick with the very bright future you have with Wyndham. You have this! Sincerely, /s/ Harvey C. Jewett Harvey C. Jewett CC: Mr. Mike Mueller Mr. Marc Staniloff Mr. Harvey Aman Mr. Larry Lambert Mrs. Meeta Ashok Mr. Shawn Punjwani Mr. Jay Patel Mr. Prativ Patel

View Full Filing

View this DEFA14A filing on SEC EDGAR