Indicate by check mark whether the registrant is an emerging growth company as defined
in as defined in Rule 405 of the Securities
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01.
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Regulation FD Disclosure.
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On March 9, 2018, La Quinta Holdings Inc., a Delaware
corporation (La Quinta), issued a press release (the Press Release) announcing that La Quinta has established a record date of March 19, 2018, and a meeting date of April 26, 2018, for a special meeting of its
stockholders to, among other things, consider and vote on a proposal to approve the previously announced Agreement and Plan of Merger (the Merger Agreement) with Wyndham Worldwide Corporation, a Delaware corporation (Wyndham
Worldwide) and WHG BB Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Wyndham Worldwide, pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Wyndham Worldwide has agreed
to acquire La Quintas franchising and management business (the Merger). La Quintas stockholders of record at the close of business on March 19, 2018, will be entitled to receive notice of the special meeting and to vote
at the special meeting.
In the Press Release, La Quinta also announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act), in connection with the Merger, has expired. Expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger. The closing of the Merger is
subject to approval by La Quintas stockholders and the satisfaction of certain other closing conditions set forth in the Merger Agreement.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form
8-K
and Exhibit 99.1 is being
furnished pursuant to Item 7.01 of Form
8-K
and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
To the extent required, the information set forth in Item 7.01 is incorporated into this
Item 8.01 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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This exhibit is intended to be furnished and shall not be deemed filed for purposes of the Exchange Act.
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FORWARD LOOKING STATEMENTS
The foregoing
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws
relating to forward-looking statements. These forward-looking statements include statements relating to the expected timing, completion and effects of the proposed merger, separation and
spin-off,
as well as
other statements representing managements beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectations with respect to the costs and other anticipated financial
impacts of the
spin-off
and merger; future financial and operating results of CorePoint Lodging Inc. (CorePoint) and La Quinta Holdings Inc. (La Quinta); the ability of La Quinta,
CorePoint and Wyndham Worldwide Corporation (Wyndham Worldwide) to complete the contemplated financing transactions and reorganizations in connection with the merger and the
spin-off;
La
Quintas plans, objectives, expectations and intentions with respect to future operations and services; required approvals to complete the merger and the
spin-off
by our stockholders and by governmental
regulatory authorities, and the timing and conditions for such approvals; the stock price of CorePoint following the consummation of the transactions; the stock price of La Quinta prior to the consummation of the transactions; and the satisfaction
of the closing conditions to the proposed merger and the
spin-off.
Such forward-looking statements often contain words such as assume, will, anticipate, believe,
predict, project, potential, contemplate, plan, forecast, estimate, expect, intend, is targeting, may,
should, would, could, goal, seek, hope, aim, continue and other similar words or expressions or the negative thereof or other variations thereon.
Forward-looking statements are made based upon managements current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause
actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ
materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings
with the SEC. You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be
correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of the date of this communication. We do not undertake or plan to update or
revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this communication, even if such results, changes or circumstances make it clear
that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this communication, such statements or
disclosures will be deemed to modify or supersede such statements in this communication.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed acquisition of La Quinta by Wyndham Worldwide. In connection with this proposed acquisition, La Quinta may file one or more proxy statements or other documents with the Securities and
Exchange Commission (the SEC). This communication is not a substitute for any proxy statement or other document La Quinta may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF LA QUINTA ARE
URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to stockholders of La Quinta. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by La Quinta through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by La Quinta will be available free of charge on La Quintas internet website at
www.lq.com
or upon written request to: Secretary, La Quinta Holdings Inc., 909
Hidden Ridge, Suite 600, Irving, TX 75038, or by telephone at (214)
492-6600.
Participants in Solicitation
La Quinta, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger will be set forth in the proxy statement if and when
it is filed with the SEC. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of La Quinta in connection with the proposed merger is set forth in its Annual Report
on Form
10-K
for the fiscal year ended December 31, 2017, which was filed with the SEC on March 1, 2018, its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC
on April 7, 2017, and its Current Report on Form
8-K,
which was filed with the SEC on March 9, 2018.
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
La Quinta Holdings Inc.
909
Hidden Ridge, Suite 600
Irving, Texas 75038
Tel.
214-492-6600
www.lq.com
EXHIBIT INDEX
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This exhibit is intended to be furnished and shall not be deemed filed for purposes of the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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LA QUINTA HOLDINGS INC.
(Registrant)
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By:
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/s/ Mark M. Chloupek
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Name:
Title:
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Mark M. Chloupek
Executive Vice President and
General Counsel
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Date: March 9, 2018