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United States securities and exchange commission logo

                           January 4, 2024

       Simone Wu
       Senior VP, General Counsel, Corporate Secretary & External Affairs
       Choice Hotels International, Inc.
       915 Meeting St.
       Bethesda, Maryland 20852

                                                        Re: Choice Hotels
International, Inc.
                                                            Wyndham Hotels &
Resorts, Inc.
                                                            Schedule TO-T filed
by Choice Hotels International, Inc. on Dec. 12, 2023
                                                            File No. 5-90832
                                                            Form S-4 filed by
Choice Hotels International, Inc. on Dec. 12, 2023
                                                            File No. 333-275998

       Dear Simone Wu:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

               After reviewing your response to these comments, we may have
additional comments.
       Please note that all page and heading references in this letter refer to
disclosure in the prospectus
       included in the Form S-4 filed on December 12, 2023. All defined terms
used here have the
       same meaning as in that prospectus, and revisions responding to these
comments should be made
       there, unless otherwise noted.

       Schedule TO-T filed December 12, 2023 and Form S-4 filed December 12,
2023

       Prospectus Cover Page , page i

   1.                                                   Given that this is an
early commencement exchange offer, please remove the words
                                                        "Subject to Completion"
on the cover page of the prospectus. See Question 2 in Section
                                                        I.E of the Third
Supplement (July 2001) to the Division of Corporation Finance's Manual
                                                        of Publicly Available
Telephone Interpretations.
 Simone Wu
FirstName  LastNameSimone     Wu
Choice Hotels International, Inc.
Comapany
January    NameChoice Hotels International, Inc.
        4, 2024
January
Page 2 4, 2024 Page 2
FirstName LastName
Questions and Answers About the Offer, page 1

2.       We note that on page 5, you refer to certain "obstacles to
consummating the Exchange
         Offer and the Second-Step Mergers that the Wyndham Board could
unilaterally eliminate,
         including . . . the requirement for a stockholder vote on the
Second-Step Mergers, which
         may be eliminated if the Wyndham Board approves a merger agreement,
and the
         transaction is consummated, in accordance with Section 251(h) of the
DGCL." It appears,
         however, that consummating the Second-Step Mergers under Section
251(h) of the DGCL
         would require bilateral action by both the Wyndham Board and
Purchaser, based on your
         disclosure on page 81 that Section 251(h) of the DGCL requires a
merger agreement
         between Wyndham and Purchaser and the acquisition by Purchaser of a
certain minimum
         number of shares. As such, please revise to clarify how the Wyndham
Board can
         unilaterally facilitate a short-form merger under Section 251(h) of
the DGCL.
Summary - Reasons for the Offer, page 18

3.       Here and throughout the prospectus, you make assertions regarding the
synergies that
         Choice believes will result if the Exchange Offer and Second-Step
Mergers are
         consummated. For example, we note the following non-exclusive examples
on page 20 of
         the prospectus:

                   Choice believes there are approximately $150 million of
annual cost-driven
              synergies, the majority of which could be achieved within 24
months following the
              Second-Step Mergers;

                   Choice expects that at the time the Proposed Transaction
closes, it will have a net
              debt to Adjusted EBITDA leverage ratio of approximately 5.25x,
with a year one
              interest rate coverage ratio of approximately 3.0x, a long-term
leverage target of
              approximately 3-4x and an expectation to return to its target
leverage range within 24
              months of the consummation of the Offer and Second-Step Merger;
 and

                   Choice also believes that the combined company is expected
to grow rapidly at a
              rate of 7-10% on an annualized basis.

         Please provide support for these and all other projected or forecasted
figures where they
         appear in the offer materials. In addition, briefly describe the
limitations on these
         projections such as factors that may cause them not to be realized,
including on the timing
         by which you believe they will be achieved.
4.       The disclosures on pages 20 and 21 of the prospectus contain non-GAAP
financial
         measures. Please advise us how these disclosures comply with Item
10(e) of Regulation S-
         K and Rule 100 of Regulation G. Alternatively, provide the required
disclosures or
         explain in your response letter why compliance with Item 10(e) of
Regulation S-K and
         Rule 100 of Regulation G is not required.
 Simone Wu
FirstName  LastNameSimone     Wu
Choice Hotels International, Inc.
Comapany
January    NameChoice Hotels International, Inc.
        4, 2024
January
Page 3 4, 2024 Page 3
FirstName LastName
Reasons for the Offer, page 58

5.       We note your characterization of the value of the stock component your
offer as $40.50
         per share based on Choice   s closing share price on October 16, 2023.
Please revise this
         disclosure to reflect the market value as of a recent date, consistent
with the value set forth
         on page 10 (as updated per our comment below).
Procedure for Tendering, page 69

6.       We note your disclosure on page 71 that "Choice   s interpretation of
the terms and
         conditions of the Offer . . . will be final and binding to the fullest
extent permitted by
         law." Please revise this statement (and similar statements throughout
the prospectus) to to
         clarify that stockholders may challenge your determinations in a court
of competent
         jurisdiction.
Withdrawal Rights, page 73

7.       We note your statement in various places that tendered shares may be
withdrawn "if
         Choice has not accepted shares of Wyndham Common Stock for exchange,
at any time
         following 60 Business Days from commencement of the Offer" (emphasis
added). Revise
         throughout the prospectus to state tendered shares may be withdrawn
any time following
         60 calendar days from the date the Offer commenced. See Exchange Act
Section
         14(d)(5).
Effect of the Offer on the Market for the Shares of Wyndham Common Stock, page
83

8.       The Exchange Offer seeks all outstanding shares of Wyndham Common
Stock, includes a
         majority Minimum Tender Condition, and states an intent to follow the
Offer with
         Second-Step Mergers that will eliminate any remaining Wyndham Common
Stock not
         tendered in the Offer. While you state that Choice intends to cause
Purchaser to merge
         with and into Wyndham and Wyndham into NewCo immediately after the
Exchange
         Offer, the disclosure here about a possible continuing market for
Wyndham Common
         Stock after the Offer is confusing, given these plans. Please revise
to clarify here and in
         the next section discussing continued listing on the NYSE on page 84.
Conditions to the Offer, page 85

9.       We note that the Minimum Tender Condition will be judged "as of the
date that we accept
         shares of Wyndham Common Stock for exchange pursuant to the Offer."
However, as
         noted below, all conditions to the Offer, including the Minimum Tender
Condition, must
         be judged as of the expiration date of the Offer. Please revise.
10.      We note that the Anti-Takeover Devices Condition will be triggered
unless "the
         Wyndham Board shall have taken steps to ensure that the Second-Step
Mergers can be
         completed in the short-form manner permitted by Section 251(h) of the
DGCL." Please
         revise this condition to clarify specific steps that the Wyndham Board
must take in
 Simone Wu
FirstName  LastNameSimone     Wu
Choice Hotels International, Inc.
Comapany
January    NameChoice Hotels International, Inc.
        4, 2024
January
Page 4 4, 2024 Page 4
FirstName LastName
         relation to Section 251(h) of the DGCL to avoid triggering this
condition.
11.      Refer to page 86 and the discussion of the Competition Laws Condition.
Please revise to
         summarize the approvals or authorizations required to complete the
Exchange Offer, other
         than those required under the HSR Act. For example, if anti-trust laws
in other countries
         will apply, please describe.
12.      Refer to the second bullet point in the discussion of the Competition
Laws Condition on
         page 86 of the prospectus. Provide further detail about any other
approvals, permits,
         authorizations, etc. which are or may be needed from any other
governmental authority
         besides anti-trust approvals referenced in the first bullet point
which may be implicated by
         this condition. Include the same expanded disclosure on page 96 under
  Regulatory
         Approvals.
13.      Clause (ii) of the Wyndham Material Adverse Effect definition on page
87 references
         anything that "would, or would reasonably be expected to, materially
impair the ability of
         Wyndham or any of its subsidiaries to consummate the Offer or the
Second-Step
         Mergers." Please confirm the reference to Wyndham, rather than Choice,
is correct and
         revise the condition to more clearly describe what it is intended to
cover.
14.      The first paragraph under the section "Other Conditions to the Offer,"
starting on page
         88, states:    None of the following events shall have occurred and be
continuing and be of
         a nature that could reasonably be expected to make it inadvisable for
us to complete the
         Offer or Second-Step Mergers." All offer conditions other than
conditions related to
         receipt of regulatory approvals necessary to consummate the Offer must
be satisfied or
         waived as of expiration of the Offer. While an offer condition may
relate to or may
         reference the Second-Step Mergers the disclosure in the prospectus
should be clear that
         the offer condition itself will be judged as of expiration of the
Offer. Please revise your
         disclosure accordingly.
15.      We note that the lead-in language to the    Other Conditions to the
Offer    section states:
         "None of the following events shall have occurred and be continuing
and be of a nature
         that could reasonably be expected to make it inadvisable for us to
complete the Offer or
         Second-Step Mergers." Please revise this language to clarify the date
as of which such
         events must "be continuing" in order for such conditions to be
triggered. For example, if
         this language is intended to imply that the condition will only be
judged by facts as they
         exist at the expiration of the Offer, this is not clear as currently
drafted and should be
         clarified in revised disclosure.
16.      See the disclosure quoted in the two preceding comments. All offer
conditions must be
         objective and outside the control of the bidder to avoid an
impermissible illusory offer.
         The language above "that could reasonably be expected to make it
inadvisable for us to
         complete the Offer or Second-Step Mergers" appears to provide the
offeror with discretion
         to make a secondary decision whether to proceed with or terminate the
Offer after the
         occurrence or non-occurrence of one of the listed offer conditions. In
our view, once an
         offer condition is    triggered,    the bidder must determine and
advise stockholders how it
 Simone Wu
FirstName  LastNameSimone     Wu
Choice Hotels International, Inc.
Comapany
January    NameChoice Hotels International, Inc.
        4, 2024
January
Page 5 4, 2024 Page 5
FirstName LastName
         intends to proceed by terminating the Offer or waiving the applicable
condition. If there is
         a secondary determination (whether it is advisable to proceed), this
must be described in
         reasonable detail, including what factors the decision would be based
upon. Please revise
         your disclosure accordingly.
17.      You have included a condition that will be triggered by "any general
suspension of, or
         limitation on times or prices for, trading in securities on any
national securities exchange
         or in the over-the-counter market." Please revise to explain what
would be considered a
         limitation on prices for securities on any national securities
exchange or in the over-the-
         counter market, or delete this language.
18.      You have included a condition that will be triggered by "the outbreak
or escalation of a
         war, armed hostilities or other international or national calamity
directly or indirectly
         involving the United States" (emphasis added). The broad wording of
this offer condition
         gives rise to illusory offer concerns under Regulation 14E, in
particular given ongoing
         international hostilities. Please revise to narrow or qualify this
condition, or advise.
19.      We note the following disclosure on page 92: "Each of the conditions .
. . is for the sole
         benefit of Choice and may be asserted by Choice regardless of the
circumstances
         (including any action or inaction by us) giving rise to any such
conditions." Offer
         conditions must be objective and outside the control of the offeror in
order to avoid
         illusory offer concerns under Regulation 14E. Please revise the
language throughout your
         document relating to the circumstances that may    trigger    an offer
condition to avoid the
         implication that they may be within your control. See Question 101.02
of the Division of
         Corporation Finance's    Tender Offer Rules and Schedules
Compliance and Disclosure
         Interpretations.
20.      We note your disclosure on page 92 that the conditions "may be waived
by Choice in
         whole or in part at any time and from time to time in Choice   s sole
discretion." If an event
         occurs that implicates an offer condition, an offeror must promptly
inform security holders
         whether it will waive the condition and continue with the Offer, or
terminate the Offer
         based on that condition. In this respect, reserving the right to waive
a condition "at any
         time and from time to time" is inconsistent with your obligation to
inform security holders
         promptly if events occur that "trigger" an offer condition. Please
revise here and later in
         the same paragraph, where you state that "failure by Choice at any
time to exercise any of
         the foregoing rights shall not be deemed a waiver of any such right
and each such right
         shall be deemed an ongoing right which may be asserted at any time and
from time to
         time."
Regulatory Approvals, page 96