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

Ticker: WH · Form: DEFA14A · Filed: 2024-01-10T00:00:00.000Z

Sentiment: bearish

Topics: acquisition-resistance, shareholder-letter, proxy-materials

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

Forward-Looking Statements

FAQ

What is the primary purpose of this DEFA14A filing by Wyndham Hotels & Resorts, Inc.?

The primary purpose of this DEFA14A filing is to make soliciting materials available to investors, specifically a letter from shareholder Harvey C. Jewett IV, dated November 28, 2023, expressing his views on Choice Hotels' attempt to acquire Wyndham.

Who is Harvey C. Jewett IV and what is his stance on the potential acquisition by Choice Hotels?

Harvey C. Jewett IV is a shareholder of Wyndham Hotels & Resorts, Inc. and a veteran of the motel industry since the early 1970s. He strongly opposes the acquisition attempt by Choice Hotels, referring to Choice as 'The Mouse' and questioning why Wyndham should sell to a 'lessor company' when it is well-positioned for future success.

To whom was Harvey C. Jewett IV's letter addressed?

Harvey C. Jewett IV's letter, dated November 28, 2023, was addressed to Mr. Steven Holmes and Mr. Geoff Ballotti at 22 Sylvan Way, Parsippany, NJ 07054 (and NY 07054 for Ballotti).

What specific analogy does Harvey C. Jewett IV use to describe Choice Hotels' acquisition attempt?

Harvey C. Jewett IV uses the analogy of the movie 'The Mouse that Roared' to describe Choice Hotels' attempt to force a sale of Wyndham, implying that Choice is a smaller, less significant entity trying to exert undue influence over a larger, more successful one.

What is the filing date of this DEFA14A and the date of the letter included in it?

The DEFA14A was filed on January 10, 2024. The letter from Harvey C. Jewett IV included in the filing is dated November 28, 2023.

From the Filing

0001140361-24-001779.txt : 20240110 0001140361-24-001779.hdr.sgml : 20240110 20240110172701 ACCESSION NUMBER: 0001140361-24-001779 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20240110 DATE AS OF CHANGE: 20240110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNDHAM HOTELS & RESORTS, INC. CENTRAL INDEX KEY: 0001722684 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 823356232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38432 FILM NUMBER: 24527354 BUSINESS ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-753-7791 MAIL ADDRESS: STREET 1: 22 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 DEFA14A 1 ny20016614x9_defa14a.htm DEFA14A 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 trou

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