SEC Comment Letter 0000000000-24-002630 to WYNDHAM HOTELS & RESORTS, INC. (WH) (CIK 0001722684) (WH)
WYNDHAM HOTELS & RESORTS, INC. (WH) (CIK 0001722684)
Date: March 11, 2024 · CIK: 0001722684 · Accession: 0000000000-24-002630
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 11, 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/A filed on March 11, 2024 and filed by Choice Hotels International, Inc. File No. 5-90832 Dear Simone Wu: We have reviewed your filing and have the following additional comment. Schedule TO-T/A filed March 11, 2024 General 1.Please file a revised Schedule TO-T/A reporting the results of the offer, as required by Rule 14d-3(b)(2). We note that you state in the press release attached as Exhibit (a)(5)(B) to the Schedule TO-T/A that "support from Wyndham stockholders tendering into the exchange offer was significant considering the number of investors structurally prevented from participating at this stage" but do not disclose the number or percentage of shares tendered, as required by the Rule. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk at (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
March 11, 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/A filed on March 11, 2024 and filed by Choice Hotels
International, Inc.
File No. 5-90832
Dear Simone Wu:
We have reviewed your filing and have the following additional comment.
Schedule TO-T/A filed March 11, 2024
General
1.Please file a revised Schedule TO-T/A reporting the results of the offer, as required by
Rule 14d-3(b)(2). We note that you state in the press release attached as Exhibit (a)(5)(B)
to the Schedule TO-T/A that "support from Wyndham stockholders tendering into the
exchange offer was significant considering the number of investors structurally prevented
from participating at this stage" but do not disclose the number or percentage of shares
tendered, as required by the Rule.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff. Please direct any questions to Laura McKenzie at 202-551-4568 or Christina Chalk
at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions