|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits
|
*
|
This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
|
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 management’s 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
Quinta’s 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 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, 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 Quinta’s 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
|
*
|
This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Exchange Act.
|