Hospitality Management
PR Newswire | October 18, 2023
Choice Hotels International, Inc. announced a proposal to acquire all the outstanding shares of Wyndham Hotels & Resorts, Inc. at a price of $90.00 per share, payable in a mix of cash and stock.
Under Choice's proposal, the $90.00 per share to be received by Wyndham shareholders would consist of $49.50 in cash and 0.324 shares of Choice common stock for each Wyndham share they own. Choice's proposal represents a 26% premium to Wyndham's 30-day volume-weighted average closing price ending on October 16, 2023, an 11% premium to Wyndham's 52-week high, and a 30% premium to Wyndham's latest closing price. In addition, Choice's proposal includes a cash or stock election mechanism, which would provide Wyndham shareholders with the ability to choose either cash, stock, or a combination of cash and stock consideration, subject to a customary proration mechanism. The proposal implies a total equity value for Wyndham of approximately $7.8 billion on a fully diluted basis. With the assumption of Wyndham's net debt, the proposed transaction is valued at approximately $9.8 billion.
Choice is making its latest proposal public following Wyndham's decision to disengage from further discussions with Choice, following nearly six months of dialogue.
Patrick Pacious, President and Chief Executive Officer of Choice Hotels, said, "We have long respected Wyndham's business and are confident that this combination would significantly accelerate both Choice's and Wyndham's long-term organic growth strategy for the benefit of all stakeholders. For franchisees, the transaction would bring Choice's proven franchisee success system to a broader set of owners, enabling them to benefit from Choice's world-class reservation platform and proprietary technology to drive cost savings and greater investment returns. Additionally, the value-driven leisure and business traveler would benefit from the combined company's rewards program, which would be on par with the top two global hotel rewards programs, enabling them to receive greater value and access to a broader selection of options across stay occasions and price points."
"A few weeks ago, Choice and Wyndham were in a negotiable range on price and consideration, and both parties have a shared recognition of the value opportunity this potential transaction represents. We were therefore surprised and disappointed that Wyndham decided to disengage. While we would have preferred to continue discussions with Wyndham in private, following their unwillingness to proceed, we feel there is too much value for both companies' franchisees, shareholders, associates, and guests to not continue pursuing this transaction. Importantly, we remain convinced of both the many benefits of the combination and our ability to complete it," concluded Pacious.
STAKEHOLDER BENEFITS
The proposed transaction is expected to provide important benefits for both companies' stakeholders – franchisees, shareholders, associates, and guests – that will be particularly significant in the current uncertain economic climate:
Franchisees Win with Lower Total Cost of Ownership and Increased Hotel Profitability.
Capitalizes on Choice's proven franchisee success system, dedicated to driving incremental topline reservation delivery to hotel owners' properties, while lowering the total cost of hotel operations.
Nearly doubles the resources available to spend on marketing and driving direct bookings to franchisees' hotels, lowering the cost of customer acquisition.
Establishes an even larger rewards member base on par with the top two global programs in hospitality.
Drives more business to franchisees through lower cost direct booking channels, lower customer acquisition commissions and fees, and lower hotel operating costs and technology-driven labor efficiencies, while continuing to determine their own commercial and pricing strategy.
Improves the value of franchisees' real estate assets by enhancing applicable cap rates and cash flows resulting from affiliation with the proforma company.
Reduces friction by offering guests a broad portfolio of brands across segments, no matter their stay occasions, within a single system.
Promotes increased investment and innovation in proprietary technology systems, processes, and training at the hotel and corporate level, which drives returns for Choice franchisees.
Creates an opportunity to replicate the tremendous success of Choice's recent acquisition of Radisson Hotel Group Americas. During the integration of the nearly 600 Radisson Americas hotels into the Choice platform, Radisson's franchisees have already meaningfully benefited from increased guest traffic to direct and digital channels, improvement in conversion rates, and access to more corporate accounts, among other benefits.
Shareholders Win with Superior Value Creation.
Represents a 26% premium to Wyndham's 30-day volume-weighted average closing price ending on October 16, 2023, an 11% premium to the 52-week high, and a 30% premium to the latest closing price.
Anticipates meaningful annual run-rate synergies, estimated at approximately $150 million, through the rationalization of operational redundancies, duplicate public company costs, and topline growth potential.
Enables Wyndham shareholders to benefit from Choice's historically 3x higher EBITDA multiple on a go-forward basis and receive deferred tax treatment on their stock consideration.
Creates additional capacity to further support Choice's revenue intense strategy, ultimately helping drive growth across its organic revenue levers.
Generates predictable high free cash flow through an asset-light, fee-for-service model, providing resiliency through all economic cycles and enabling additional investments for future growth.
Offers Wyndham two seats on the combined company's board and Wyndham shareholders the opportunity to participate in the significant upside potential of the combined company.
Cash/stock consideration mechanism enables Wyndham shareholders to choose between immediate upfront proceeds or long-term value creation, subject to a customary proration mechanism.
Guests Win with More Lodging Options and Value.
Creates a combined rewards program on par with the top two global programs in hospitality and will offer best-in-class program benefits through partnerships and compelling hotel redemption options.
Builds a global network of brands and hotels that meets the needs of the value-driven traveler across geographies, stay occasions and price points, supported by a seamless reservation system that provides guests with a more effective and efficient booking and shopping experience.
Improves data analytics, enabling the combined company to personalize communications and tailor recommendations to best meet the needs of the up to 160 million combined rewards program members.
Associates Win with Expanded Opportunities and Increased Stability.
Offers the ability to retain and attract "best-in-class" talent to one of the world's premier hotel companies focused on employee well-being, bringing together a wide range of experience and deep industry expertise.
Provides more opportunities for advancement and career growth as part of a larger, more diversified organization.
Combines two performance-driven cultures with a continued emphasis on associate development and growth.
RECENT ENGAGEMENT OVERTURES
Choice has been engaging with Wyndham for nearly six months.
In April 2023, Choice sent its initial letter to Wyndham regarding a potential transaction, proposing to acquire Wyndham for $80.00 per share, comprising 40% cash and 60% Choice stock. The proposal represented a 20% premium to the closing price of Wyndham common stock on April 27, 2023, and a 19% premium over Wyndham's 30-day volume-weighted average share price as of such date. Wyndham rejected the proposal and refused to engage in further discussions.
In the days and weeks thereafter, Choice continued to attempt engagement with Wyndham, increasing its proposal to $85.00 per share, comprising 55% cash and 45% Choice stock, explaining that further discussions could clarify Wyndham's hesitation to proceed with negotiations. The companies' respective Board Chairs and CEOs then met in person, and following that meeting, Choice improved its proposal yet again. Choice made its best and final offer which represented an increase of the per-share consideration to $90.00, comprising 55% cash and 45% Choice stock.
In September 2023, the Choice and Wyndham Board Chairs continued engagement, along with each of their respective financial and legal advisors. Wyndham acknowledged the strategic rationale of the proposal and that terms were within a negotiable range but raised questions regarding the value of Choice stock and timing for obtaining regulatory approvals. In response, Choice proposed to enter into a one-way, short-term non-disclosure agreement to facilitate Choice providing information that would address Wyndham's concerns (a draft of which was subsequently sent to Wyndham) and made its external counsel available for several discussions. However, during a follow-up call between the Chair of each company's Board and their respective advisors, Wyndham made clear their unwillingness to proceed with further discussions.
FINANCING, CONDITIONS AND APPROVALS
Closing of the contemplated transaction would be subject to satisfaction of customary closing conditions, including receipt of required shareholder and regulatory approvals. Choice would not make this offer if it were not confident that its franchisees and guests would embrace the proposed combination and that the transaction would receive applicable regulatory approvals in due course.
The cash portion of the purchase price is expected to be funded with a combination of cash on hand, as well as proceeds from the issuance of debt securities. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for the entire cash portion of our proposal. Strong free cash flows will allow for continued investments in the proforma business and rapid deleveraging of the balance sheet.
About Choice Hotels
Choice Hotels International, Inc. is one of the leading lodging franchisors in the world. Choice® has nearly 7,500 hotels, representing almost 630,000 rooms, in 46 countries and territories. A diverse portfolio of 22 brands that range from full-service upper upscale properties to midscale, extended stay and economy enables Choice® to meet travelers' needs in more places and for more occasions while driving more value for franchise owners and shareholders. The award-winning Choice Privileges® loyalty program and co-brand credit card options provide members with a fast and easy way to earn reward nights and personalized perks.
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Hospitality Trends
Travel + Leisure Co | September 25, 2023
Travel + Leisure Co. collaborates with Sports Hospitality Ventures to launch sports-themed resort complexes near college towns.
Introducing the Sports Illustrated Resorts vacation club, uniting sports enthusiasts and offering flexible bookings and amenities.
Sports Illustrated Resorts unveils residences, with fractional and wholly owned condominiums managed professionally.
Expansion plans include chic beach clubs and experience parks, with a Tuscaloosa resort expected to open in late 2025.
Travel + Leisure Co, a membership and leisure travel company, has partnered with Sports Hospitality Ventures, LLC, the hotel and resorts licensee for the esteemed Sports Illustrated brand in North America and the Caribbean. Together, they introduce an innovative vision for a series of sports-themed resort and lifestyle complexes strategically situated in vibrant college towns catering to passionate fan communities.
A novel addition to the Sports Illustrated Resorts portfolio is the vacation club. This innovative concept aims to unite fervent sports fans, friends, and families by elevating their accommodation experience. Club members will enjoy the flexibility to make repeat resort reservations and access a variety of amenities across the expanding Sports Illustrated Resorts portfolio. This endeavor is made possible through the partnership of Travel + Leisure Co., leveraging its expertise in managing brand collaborations.
Additionally, Sports Illustrated Resorts introduces residences, offering fractional and wholly owned condominiums managed professionally through the collaboration. The residences promise a range of signature services and amenities in line with the active lifestyle theme of Sports Illustrated Resorts. The inaugural college town resort in Tuscaloosa, Alabama, is just the beginning, with plans for further expansion fueled by the collaboration between Sports Hospitality Ventures, Authentic Brands Group, and Kituwah LLC, representing the Eastern Band of Cherokee Indians, who have committed $320 million to propel the growth of the Sports Illustrated Resorts brand.
With a vision to deliver immersive experiences celebrating the iconic moments of Sports Illustrated's outstanding history, Sports Illustrated Resorts has become a destination beyond conventional lodging. The resorts' unique design will transport guests and owners into the heart of sports culture, with diverse attractions, live sports and entertainment, fine dining, and wellness facilities. While the initial focus is on university locations, the broader portfolio will extend to chic beach clubs and experience parks in prime leisure destinations. Sports Illustrated Resorts is adopting an asset-light development financing model for its expansion, with the Tuscaloosa resort anticipated to welcome guests in late 2025. While Travel + Leisure Co. foresees no immediate earnings impact, it anticipates this venture will drive incremental growth from the latter half of 2025 onwards.
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Travel Technology
PR Newswire | October 23, 2023
Air France-KLM and Sabre Corporation a leading software and technology provider that powers the global travel industry, today announced completion of a strategic multi-year NDC distribution agreement as well as the renewal of their existing EDIFACT agreement. Collaboration between the partners has been extended with New Distribution Capability (NDC) enriched offers, which will be marketed and sold alongside EDIFACT content, through Sabre's global distribution system (GDS). The Air France-KLM NDC offers will be rolled out to Sabre-connected travel agencies in a phased approach next year.
The agreement demonstrates Sabre's continued commitment to driving value and serving the diverse interests of the various stakeholders participating in the global travel marketplace. It helps agencies to efficiently shop and compare increasingly sophisticated offers, while their travelers will benefit from an enhanced experience with more choice and transparency. It also enables Air France and KLM to distribute their customized NDC offers, thanks to continuous pricing and tailor-made bundles, to the global network of Sabre-connected agencies.
said Angus Clarke, Chief Commercial Officer, Air France-KLM.
Choosing the right travel technology partners with which to collaborate is essential. Hence, we are pleased to extend our cooperation with Sabre. This will support our travel agent partners to provide the Air France-KLM enriched and attractive NDC offer, giving the travelers a wider range of options to enhance their journey, from start to finish.
[Source: PR Newswire]
"Our partnership with Air France-KLM reflects our commitment to modern travel retailing and a big step forward for our presence in Europe," added Roshan Mendis, Chief Commercial Officer, Sabre Travel Solutions. "From the beginning, Sabre has been committed to go beyond NDC to help build a new travel ecosystem that is more efficient and personalized, meeting the dynamic needs of today's travelers. We are delighted to bring our customers EDIFACT and enhanced NDC content as we transition to a new world of Offers and Orders."
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