Item 1.01 Entry into a Material Definitive Agreement.
On
On the terms and subject to the conditions set forth in the Merger Agreement, at
the effective time of the Merger (the "Effective Time"), and as a result of the
Merger, each share of common stock of CorePoint ("CorePoint Common Stock") that
is issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive
Pursuant to the Merger Agreement, on or prior to the Closing, CorePoint expects
to make a change of control redemption offer to holders of the Cumulative
Redeemable Series A Preferred Stock, par value
In addition, pursuant to the Merger Agreement, as of the Effective Time, (i) each outstanding share of CorePoint restricted stock, each restricted stock unit (other than performance-based restricted stock units) or deferred stock unit that is outstanding immediately prior to the Effective Time will automatically vest and be converted into the right to receive an amount in cash (less any applicable withholding taxes and without interest) equal to (A) the number of shares of CorePoint Common Stock subject to such award immediately prior to the Effective Time, multiplied by (B) the Merger Consideration, together with any applicable unpaid dividend equivalents, and (ii) each CorePoint performance-based restricted stock unit that is outstanding immediately prior to the Effective Time will automatically vest and be converted into the right to receive an amount in cash (less any applicable withholding taxes and without interest) equal to (A) the number of shares of CorePoint Common Stock subject to such performance-based restricted stock unit, calculated based on the greater of (x) actual performance achieved through the Effective Time in accordance with the terms of such performance-based restricted stock unit and the Merger Agreement and (y) target level performance applicable with respect to such performance-based restricted stock unit, multiplied by (B) the Merger Consideration, together with any applicable unpaid dividend equivalents.
CorePoint, Parent and Merger Sub have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants that: (i) CorePoint will conduct its and its subsidiaries' businesses in ordinary course of business and maintain the status of CorePoint as a REIT during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) CorePoint will not engage in certain types of transactions or take certain actions outside the ordinary course during such period without the prior consent of Parent, (iii) CorePoint will cause a meeting of the holders of CorePoint Common Stock to be held to consider approval of the Merger, and (iv) subject to certain customary exceptions, the board of directors of CorePoint will recommend that holders of CorePoint Common Stock vote in favor of the Merger. CorePoint has also made certain additional customary covenants, including, among others, covenants not to: (i) solicit or knowingly encourage any inquiries with respect to certain alternative business combination transactions or (ii) subject to certain exceptions designed to allow the board of directors of CorePoint to fulfill its duties to CorePoint's stockholders (described further below), engage in any discussions concerning, or provide confidential information to, any person relating to certain alternative business combination transactions.
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Concurrently with the execution of the Merger Agreement, Parent has delivered to
CorePoint executed equity commitment letters (the "Equity Commitment Letters")
from
As of the date of the Merger Agreement, Parent has delivered to CorePoint executed debt commitment letters (the "Debt Commitment Letter") pursuant to which the lenders party thereto have committed, subject to the terms and conditions contained in such letter, to provide debt financing in the amounts set forth therein, to enable Parent to consummate the Merger and make payments required under and in connection with the Merger Agreement.
Concurrently with and as a condition to Parent's and Merger Sub's execution of
the Merger Agreement, certain entities affiliated with Blackstone Inc. (such
entities, collectively, the "
The Merger Agreement contains certain customary termination rights for CorePoint
and Parent, including CorePoint's right to terminate the Merger Agreement to
accept a superior proposal subject to compliance with certain procedures
specified in the Merger Agreement. Upon termination of the Merger Agreement
under certain specified circumstances, CorePoint will be required to pay Parent
a termination fee of
Subject to certain limitations, CorePoint may terminate the Merger Agreement if
the Merger is not consummated by
The Merger Agreement provides that Parent will be required to pay CorePoint a
termination fee of
Item 7.01 Regulation FD Disclosure.
On
The information in this Form 8-K, including 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 made by the CorePoint under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofNovember 6, 2021 , by and amongCorePoint Lodging Inc. ,Cavalier Acquisition JV LP andCavalier Acquisition Owner LP 99.1 Press Release ofCorePoint Lodging Inc. , dated as ofNovember 8, 2021 announcing the acquisition ofCorePoint Lodging Inc. by a joint venture between affiliates ofHighgate andCerberus Capital Management, L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
This Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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 management's 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: completion of the proposed transaction is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; required approvals to complete the proposed transaction by our stockholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of CorePoint prior to the consummation of the proposed transaction; and the satisfaction of the closing conditions to the proposed transaction; business, financial and operating risks inherent to the lodging industry; macroeconomic and other factors beyond our control, including without limitation the effects of the ongoing COVID-19 pandemic or other pandemics or outbreaks of contagious disease; the geographic concentration of our hotels; our inability to compete effectively; our concentration in the La Quinta brand; our
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dependence on the performance of
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
CorePoint by
Participants in Solicitation
CorePoint, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers of CorePoint
is set forth in its proxy statement for its 2021 annual meeting of stockholders,
which was filed with the
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
CorePoint Lodging Inc. 125 E. John Carpenter Freeway , Suite 1650Irving, Texas 75062 Tel. (972) 893-3199 www.corepoint.com
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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.
COREPOINT LODGING INC. Date: November 8, 2021 By: /s/ Mark M. Chloupek Mark M. Chloupek Executive Vice President and General Counsel
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