Wyndham Files DEFA14A for Q4 2023 Earnings Announcement

TL;DR

**Wyndham just announced Q4 earnings, check the webcast for details.**

AI Summary

Wyndham Hotels & Resorts, Inc. (NYSE: WH) filed a DEFA14A on February 16, 2024, related to a webcast and conference call held on February 15, 2024. This call was to announce the company's earnings for the three months ending December 31, 2023. The filing indicates that Wyndham is the registrant and no filing fee was required.

Why It Matters

This filing provides notice of Wyndham's recent earnings announcement, which is crucial for investors to understand the company's financial performance and future outlook.

Risk Assessment

Risk Level: low — This is a routine filing for an earnings announcement, indicating transparency rather than a specific new risk.

Key Players & Entities

• Wyndham Hotels & Resorts, Inc. (company) — Registrant
• February 15, 2024 (date) — Date of webcast and conference call
• February 16, 2024 (date) — Filing date
• December 31, 2023 (date) — End of earnings period
• 001-38432 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $75 m — s, currently estimated at approximately $75 million, which includes approximately $15
• $15 million — 5 million, which includes approximately $15 million related solely to the FTC review. More
• $700 million — e years. We also expect to produce over $700 million of excess cash over the next two years.
• $1.4 billion — leverage ratio, can generate a total of $1.4 billion of excess liquidity, which can be deplo

Filing Documents

• ny20016614x19_defa14a.htm (DEFA14A) — 26KB
• 0001140361-24-008268.txt ( ) — 27KB

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 February 15, 2024, Wyndham Hotels & Resorts, Inc. (NYSE) ("Wyndham" or "we") held a webcast and conference call in connection with Wyndham's announcement of its earnings for the three months and year ended December 31, 2023. The following excerpt from the script for the webcast and conference call contains statements that may be deemed proxy soliciting materials. Matt Capuzzi : "We have also created a separate website at staywyndham.com to provide additional information relating to the ongoing situation with Choice Hotels." Geoff Ballotti : "But before delving into our results, we want to take a moment to discuss the ongoing matters with Choice. As we shared in our public response, Choice has nominated directors with the sole purpose of advancing its inadequate, hostile and risk laden offer, an offer which our board has unanimously determined is not in the best interests of our shareholders. Our board is well constituted, combining decades of experience in areas critical to overseeing the execution of our strategy, including hospitality and more specifically, global hotel franchising, M&A, governance and risk oversight. As we've consistently communicated, Choice's offer fails to address three principal concerns. First, the inadequacy of the value of the offer compared with our future growth prospects. Second, the significant amount of Choice stock included in the consideration mix, which would expose our shareholders to an overlevered pro forma company with slower, long term growth prospects. And third, the asymmetrical risks to Wyndham and our shareholders resulting from a prolonged and an uncertain regulatory review. On the regulatory topic, our concerns regarding the unique risks of this transaction have only increased as the process has unfolded. Starting with the Federal Trade Commissions, unsolicited outreach to us and subsequent investigation even before Choice launched its exchange offer. Moreover, state attorneys general from Washington, Colorado, Kansas and Vermont have also now opened their own separate investigations. The expansive second request we received from the FTC on January 11th is requiring us to provide virtually every communication and every piece of data that relates in any way to our competition with Choice. To put this into context, second requests are issued for only around 1% of deals reviewed by the FTC, and they require additional time consuming back and forth discussions and meetings with the agency. Regulatory interest has undoubtedly peaked due to the continued opposition of franchisees and the Asian-American Hotel Owners Association, which represents more than two-thirds of both companies domestic hotel owners. In a recent survey of members who own either a Choice or a Wyndham Hotel, over two thirds say that consider leaving were the merger to occur.The uncertain timeline and outcome facing our shareholders, compounded by the risk that they are left with no deal and a damaged business at the end of a very long regulatory review process is highlighted by a recent report showing that over 90% of significant merger investigations in 2023 resulted in a lawsuit by the government to block the deal or the abandonment of the transaction. With the FTC not accepting any pre-lawsuit settlements involving a divestiture or other remedy. This trend has continued in recent months with the transactions such as JetBlue, Spirit and its merger. The IQVIA, Propel merger and Amazon's proposed acquisition of iRobot, all of which were either blocked or now face significant delays and challenges. The potential value destruction that could arise from this ongoing and elongated process remains significant. Choice continues to try to take advantage of the uncertain timeline and outcome to exploit franchisee uncertainty for its own competitive advantage. And Choice's unsolicited offer also has significant real dollar cost for our shareholders, currently estimated at approximately $75 million, which includes approximately $15 million related solely to the FTC review. More fundamentally, as our 2023 results and longer term progress demonstrate, Wyndham

View Full Filing

View this DEFA14A filing on SEC EDGAR