S-4/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-4/A 1 d615790ds4a.htm S-4/A S-4/A

As filed with the Securities and Exchange Commission on February 27, 2024

Registration Statement No. 333-275998

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHOICE HOTELS INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware

7011

52-1209792

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Choice Hotels International, Inc.,

915 Meeting St., North Bethesda, Maryland 20852

(301) 592-5000

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

Simone Wu

Senior Vice President, General Counsel, Corporate Secretary & External Affairs

Choice Hotels International, Inc.

915 Meeting St., North Bethesda, Maryland 20852

(301) 592-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Adam M. Turteltaub, Esq.

Danielle Scalzo, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed offer to exchange.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS OFFER TO EXCHANGE MAY CHANGE. WE MAY NOT COMPLETE THE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS OFFER TO EXCHANGE IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.

DATED FEBRUARY 27, 2024

Offer to Exchange

Each Outstanding Share of Common Stock

Wyndham Hotels & Resorts, Inc.

for

$49.50 in cash and

0.324 Shares of Common Stock of Choice Hotels International, Inc.,

subject to the election and proration procedures described in this offer to exchange

and the related letter of election and transmittal,

WH Acquisition Corporation,

a wholly owned subsidiary

Choice Hotels International, Inc.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 8, 2024, UNLESS THE OFFER IS EXTENDED.

WH Acquisition Corporation (“Purchaser”), a wholly owned subsidiary of Choice Hotels International, Inc. (“Choice”, “we” or “us”), hereby offers, upon the terms and subject to the conditions set forth in this Exchange Offer (as defined below) and in the related letter of election and transmittal, to exchange for each issued and outstanding share of common stock (“Wyndham Common Stock”) of Wyndham Hotels & Resorts, Inc. (“Wyndham”), at the election of the holder:

•

$49.50 in cash and 0.324 shares of Choice Common Stock (as defined below) (the “Standard Election Consideration”);

•

an amount in cash (the “Cash Election Consideration”), equal to the equivalent market value of the Standard Election Consideration (based on the volume-weighted average price as reported by Bloomberg, L.P. (“VWAP”) of the Choice Common Stock as quoted on the New York Stock Exchange (the “NYSE”), over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer (as defined below)); or

•

a number of shares of Choice Common Stock (the “Stock Election Consideration”) having a value equal to the equivalent market value of the Standard Election Consideration (in each case based on the VWAP of the Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer (as defined below));

•

subject in each case to the election and proration procedures described in this Exchange Offer and in the related letter of election and transmittal. See the section of this Exchange Offer titled “The Offer— Elections and Proration” beginning on page 61; and

•

in addition, regardless of the election of the holder, in the event the Competition Laws Condition (as defined below) remains unsatisfied as of March 1, 2025 (such date, the “Ticking Fee Commencement Date”), the holder will also receive the Additional Consideration (as defined below) for each share tendered into the Offer, upon the acceptance thereof by the Purchaser. The “Additional Consideration” means an amount equal to (i) $0.45 multiplied by (ii) the Ticking Fee Proration Factor. The “Ticking Fee Proration Factor” means the number of calendar months elapsed after the Ticking Fee Commencement Date to (but excluding) the scheduled date of expiration of the Offer (prorated for any partial months based on (1) the number of days after the Ticking Fee Commencement Date in the calendar month in which the Ticking Fee Commencement Date occurs divided by the number of calendar days in such calendar month and (2) the number of days prior to the scheduled date of expiration of the Offer in the calendar month in which such date occurs divided by the number of calendar days in such calendar month). The Additional Consideration shall be payable in cash or shares of Choice Common Stock, valued at the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10^th Business Day preceding the scheduled date of expiration of the Offer, at Choice’s election (the “Additional Consideration Election”). If the Offer will expire following the Ticking Fee Commencement Date, then Choice will issue a press release stating the amount of the Additional Consideration and the Additional Consideration Election on the 10th Business Day preceding the scheduled date of expiration of the Offer.

The purpose of the Offer is for Choice to acquire all of the outstanding shares of Wyndham Common Stock in order to combine the businesses of Choice and Wyndham (the “Proposed Combination”). Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation (the “First Merger”), immediately following which Wyndham will merge with and into a newly formed wholly-owned subsidiary of Choice (“NewCo”) with NewCo as the surviving corporation (together with the First Merger, the “Second-Step Mergers”), after which Wyndham would be a direct or indirect wholly owned subsidiary of Choice. The Second-Step Mergers will be effected either pursuant to a merger agreement to be approved by the board of directors of Wyndham (the “Wyndham Board”) and executed by Wyndham in connection with the satisfaction of the Anti-Takeover Devices Condition, or pursuant to Section 253 of the Delaware General Corporation Law, if 90% or more of the outstanding shares of Wyndham Common Stock are tendered into and accepted in the Offer.

THE OFFER IS SUBJECT TO THE CONDITIONS SET FORTH IN THE SECTION OF THIS EXCHANGE OFFER TITLED “THE OFFER—CONDITIONS TO THE OFFER.” These include the Minimum Tender Condition, the Anti-Takeover Devices Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition, the Competition Laws Condition, the Diligence Condition, the Financing Condition, the No Wyndham Material Adverse Effect Condition, the Stock Exchange Listing Condition and the other conditions set forth in the section of this Exchange Offer titled “The Offer—Conditions to the Offer” beginning on page 79.

Shares of Choice common stock (“Choice Common Stock”) trade on the NYSE under the symbol “CHH.” Wyndham Common Stock trades on the NYSE under the symbol “WH.”

The Wyndham Board has refused to continue to discuss the terms and conditions of the Proposed Combination with Choice. Choice made numerous attempts to engage the Wyndham Board, making three private proposals between April and September 2023, increasing its proposed purchase price each time. As the Wyndham Board rejected each private proposal and refused to engage in meaningful discussions, Choice announced its offer to acquire Wyndham publicly on October 17, 2023. Following Wyndham’s public rejection of that proposal, Choice made a fourth proposal privately to Wyndham on November 14, 2023, reaffirming the economic and other terms of the prior proposal. Choice also proposed a regulatory termination fee, a ticking fee if the transaction did not close by a certain date and a proposal to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. The regulatory termination fee would have been payable if the transaction did not close due to the failure to obtain the requisite regulatory approvals and the ticking fee would have been payable upon a successful closing, if applicable. Choice also offered a mutual non-disclosure agreement to allow the parties to conduct confirmatory due diligence. On November 13, 2023, Choice began purchasing shares of Wyndham Common Stock on the open market. As of the date of this Offer, Choice has acquired in excess of $110 million of Wyndham Common Stock. On November 21, 2023, Wyndham publicly rejected the proposed terms of Choice’s offer made on November 14, 2023. On December 12, 2023, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices. See the section of this Offer titled “Background of the Offer” for more information. Due to Wyndham’s unwillingness to even discuss the proposal for a negotiated transaction with Choice and the Wyndham Board’s public statements with respect to Choice’s prior proposals, and because Choice does not believe that it is appropriate for the Wyndham Board to have a veto right over whether the Offer is made available to Wyndham stockholders, Choice is making the Offer directly to Wyndham stockholders upon the terms and subject to the conditions set forth in this Offer as an alternative to a negotiated transaction.

On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Choice commenced discussions with the U.S. Federal Trade Commission (the “FTC”) regarding the requisite approvals required under the HSR Act and, on January 11, 2024, Choice received a Request for Additional Information and Documentary Materials (“Second Request”) from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice is increasingly confident that it can complete the Proposed Combination within a one-year customary timeframe.

On January 22, 2024, Choice submitted a letter to Wyndham nominating eight individuals to be considered for election to the Wyndham Board at Wyndham’s 2024 annual meeting of stockholders. Based on Wyndham’s practice and Wyndham’s bylaws, Choice expects Wyndham’s 2024 annual meeting of stockholders to be held in the second calendar quarter of 2024. Choice has nominated these individuals to give Wyndham stockholders another direct voice with respect to the Offer. Choice believes that the election of its nominees would further demonstrate that Wyndham stockholders support the Proposed Combination, in addition to the support shown by those stockholders tendering Wyndham Common Stock pursuant to the Offer. If our nominees are elected, they would be obligated to act in accordance with their duties as directors of Wyndham and would not owe any fiduciary duties to Choice. If elected, our nominees could take steps to support and facilitate the Offer and the Second-Step Mergers should the nominees, as new directors, deem it appropriate in the exercise of their duties to Wyndham and the Wyndham stockholders.

Choice intends to solicit proxies from Wyndham stockholders (and, when permitted, to distribute definitive proxy materials and proxy cards to Wyndham stockholders) to vote in favor of the election of our nominees at Wyndham’s 2024 annual meeting of stockholders. The Offer does not constitute a solicitation of proxies in connection with such matter. Any such solicitation will be made only pursuant to separate proxy materials complying with the requirements of the rules and regulations of the SEC.

See the section of this Exchange Offer titled “Risk Factors” beginning on page 28 for a discussion of various factors that you, as a stockholder of Wyndham, should consider about the Offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Exchange Offer. Any representation to the contrary is a criminal offense.

The Dealer Managers for this Exchange Offer are

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Call Collect: (800) 323-5678

Call Toll-Free: (212) 902-1000

Moelis & Company LLC

399 Park Avenue, 4^th Floor

New York, NY 10022

Call Toll Free: (800) 224-7417

The date of this Exchange Offer is February 27, 2024.

This Exchange Offer incorporates important business and financial information about Choice and Wyndham from documents filed with the SEC that have not been included in, or delivered with, this Exchange Offer. This information is available on the SEC’s website at http://www.sec.gov and from other sources. See the section of this Exchange Offer titled “Where You Can Find More Information” beginning on page 124.

You may also request copies of these documents from us, without charge, upon written or oral request to our Information Agent, MacKenzie Partners, Inc., at: (212) 929-5500 or toll-free: at: (800) 322-2885.

In order to receive timely delivery of the documents, you must make requests no later than five Business Days before the scheduled Expiration Date (as defined below) of the Offer, as it may be extended from time to time.

TABLE OF CONTENTS


FORWARD-LOOKING STATEMENTS			13
SUMMARY			17
RISK FACTORS			28
CHOICE SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION			39
WYNDHAM SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION			41
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			43
COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE INFORMATION			45
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			46
INFORMATION ABOUT THE COMPANIES			48
BACKGROUND OF THE OFFER			49
REASONS FOR THE OFFER			56
THE OFFER			60
Overview			60
Elections and Proration			61
Consequences of Tendering with No Election			63
Consideration Payable in the Second-Step Mergers			63
Expiration of the Offer			63
Extension, Termination and Amendment			63
Exchange of Shares of Wyndham Common Stock; Delivery of Choice Common Stock			65
Cash in Lieu of Fractional Choice Common Stock			66
Procedure for Tendering			66
Withdrawal Rights			69
Announcement of Results of the Offer			69
Material U.S. Federal Income Tax Consequences			70
Ownership of Choice After the Offer			74
Purpose of the Offer; Second-Step Mergers			74
Statutory Requirements; Approval of the Second-Step Mergers			75
Appraisal/Dissenters’ Rights			76
Plans for Wyndham			76
Effect of the Offer on the Market for Shares of Wyndham Common Stock; NYSE Listing; Registration under the Exchange Act; Margin Regulations			77
Margin Regulations			79
Conditions to the Offer			79
Dividends and Distributions			85
Certain Legal Matters			86
Regulatory Approvals			89
Financing of the Offer; Sources and Amount of Funds			89
Certain Relationships with Wyndham and Interest of Choice and Choice’s Executive Officers and Directors in the Offer			90
Fees and Expenses			91
Accounting Treatment			92
DESCRIPTION OF CHOICE CAPITAL STOCK			108
COMPARISON OF HOLDERS’ RIGHTS			111
ADDITIONAL NOTE REGARDING THE OFFER			121
LEGAL MATTERS			122
EXPERTS			123
WHERE YOU CAN FIND MORE INFORMATION			124


NOTE ON WYNDHAM INFORMATION			126
SCHEDULE I—DIRECTORS AND EXECUTIVE OFFICERS OF CHOICE AND PURCHASER			127
OWNERSHIP OF WYNDHAM COMMON STOCK BY CHOICE OR PURCHASER DIRECTORS AND OFFICERS			134
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER			I-1
SCHEDULE II—SECURITIES TRANSACTIONS IN THE PAST 60 DAYS			II-1
ANNEX A—SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE			A-1
ANNEX B—SECTION 203 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE			B-1

QUESTIONS AND ANSWERS ABOUT THE OFFER

The following are some of the questions you, as a stockholder of Wyndham, may have and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this offer to exchange (“Exchange Offer”), including the information incorporated by reference and the related letter of election and transmittal and this information is qualified in its entirety by the more detailed descriptions and explanations contained in this Exchange Offer and in the related letter of election and transmittal (the Exchange Offer and such letter, together the “Offer”). We urge you to read both documents in their entirety prior to making any decision as to your shares of Wyndham Common Stock.

Q:	WHO IS OFFERING TO ACQUIRE MY SHARES OF WYNDHAM COMMON STOCK?

The Offer is being made by Choice through Purchaser, a wholly owned subsidiary of Choice formed for the purpose of making this Offer. Choice is primarily a hotel franchisor with franchise agreements and owned hotels located in 50 states, the District of Columbia, and 46 countries and territories, with brands including Comfort Inn^®, Comfort Suites^®, Quality^®, Clarion^®, Clarion Pointe^™, Ascend Hotel Collection^®, Sleep Inn^®, Econo Lodge^®, Rodeway Inn^®, MainStay Suites^®, Suburban Studios^™, WoodSpring Suites^®, Everhome Suites^®, Cambria^® Hotels, Radisson Blu^®, Radisson RED^®, Radisson^®, Park Plaza^®, Country Inn & Suites^® by Radisson, Radisson Inn & Suites^SM, Park Inn by Radisson^®, Radisson Individuals^®, and Radisson Collection^®. Across these brands and nearly 7,500 hotel locations, Choice’s franchise portfolio runs the gamut from full-service, upper upscale properties to midscale, extended stay and economy, enabling Choice to meet travelers’ needs in more places and for more occasions while driving more value for franchise owners and Choice stockholders.

Q:	WHAT ARE THE CLASSES AND AMOUNTS OF WYNDHAM SECURITIES CHOICE IS OFFERING TO EXCHANGE IN THE OFFER?

A:	Choice is seeking to acquire all of the issued and outstanding shares of Wyndham Common Stock.

Q:	WHAT WILL I RECEIVE FOR MY SHARES OF WYNDHAM COMMON STOCK?

A:	Choice is offering to exchange, for each of the issued and outstanding shares of Wyndham Common Stock, at the election of the holder:

•

the Standard Election Consideration set forth on the cover page of this Exchange Offer;

•

the Cash Election Consideration set forth on the cover page of this Exchange Offer; or

•

the Stock Election Consideration set forth on the cover page of this Exchange Offer; and, in each case, subject to the election and proration procedures described in this Offer; and

•

in addition, regardless of the election of the holder, in the event the Competition Laws Condition remains unsatisfied as of the Ticking Fee Commencement Date, the holder will also receive the Additional Consideration, if any, for each share tendered into the Offer, upon the acceptance thereof by the Purchaser.

We will not allot or issue fractional shares of Choice Common Stock to holders of Wyndham Common Stock who accept the Offer. To the extent you would be entitled to fractional shares, those fractional entitlements will be aggregated and, if a fractional share results from such aggregation, you will be entitled to receive, in lieu of such fractional share, an amount in cash determined by multiplying the fractional share by a price equal to the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer.

An election to receive the Standard Election Consideration, Cash Election Consideration or Stock Election Consideration shall be referred to as the Standard Election (“Standard Election”), Cash Election (“Cash Election”) or Stock Election (“Stock Election”), respectively.

Wyndham stockholders who tender their shares of Wyndham Common Stock in the Offer but do not make a valid election will be treated as if they made the Standard Election.

Q:	WILL I HAVE TO PAY ANY FEES OR COMMISSIONS TO EXCHANGE SHARES OF WYNDHAM COMMON STOCK?

If you are the owner of record of your shares of Wyndham Common Stock and you tender your shares of Wyndham Common Stock directly to Computershare Trust Company, N.A. (“Computershare”), the exchange agent for the Offer (the “Exchange Agent”), you will not have to pay brokerage fees, commissions or incur similar expenses. If you hold your shares of Wyndham Common Stock in “street name” through a broker, dealer, commercial bank, trust company or other nominee, and your broker, dealer, commercial bank, trust company or other nominee tenders the shares of Wyndham Common Stock on your behalf, your broker or such other nominee may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.

Q:	WHAT IS THE PURPOSE OF THE OFFER?

The purpose of the Offer is for Choice to acquire all of the outstanding shares of Wyndham Common Stock in order to combine the businesses of Choice and Wyndham. Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation (i.e., the Second-Step Mergers), after which Wyndham would be a direct or indirect wholly owned subsidiary of Choice. The purpose of the Second-Step Mergers is for Choice to acquire all of the issued and outstanding shares of Wyndham Common Stock that are not acquired in the Offer. In the initial merger of the Second-Step Mergers, each Remaining Share (as defined below) of Wyndham Common Stock (other than shares held in treasury by Wyndham, shares held by Choice and its subsidiaries (which as of the date of this Offer is 1,447,264 shares of Wyndham Common Stock) and shares held by Wyndham stockholders who properly exercise applicable dissenters’ rights under Delaware law) will be cancelled and converted into the right to receive, at the election of the Wyndham stockholders, the Cash Election Consideration or the Stock Election Consideration, subject to proration, or the Standard Election Consideration. The Second-Step Mergers will be effected either pursuant to a merger agreement to be approved by the Wyndham Board and executed by Wyndham in connection with the satisfaction of the Anti-Takeover Devices Condition, or pursuant to the “short-form” merger provisions of Section 253 of the Delaware General Corporation Law by unilateral action by the Purchaser, if sufficient shares of Wyndham Common Stock are tendered into the Offer such that after the acceptance thereof by the Purchaser, the Purchaser would own at least 90% of the outstanding shares of Wyndham common stock. After the Second-Step Mergers, Choice would own all of the issued and outstanding shares of Wyndham Common Stock. See the sections of this Exchange Offer titled “The Offer—Elections and Proration”; “The Offer—Purpose of the Offer; Second-Step Mergers”; “The Offer—Statutory Requirements; Approval of the Second-Step Mergers”; and “The Offer—Plans for Wyndham.”

Q:	HAVE YOU DISCUSSED THE OFFER WITH THE WYNDHAM BOARD?

The Wyndham Board has refused to continue to discuss the Proposed Combination with Choice. Choice made numerous attempts to engage the Wyndham Board, making three private proposals between April and September 2023, increasing its proposed purchase price each time. As the Wyndham Board rejected each private proposal and refused to engage in meaningful discussions, Choice announced its offer to acquire

Wyndham publicly on October 17, 2023. Following Wyndham’s public rejection of that proposal, Choice made a fourth proposal privately to Wyndham on November 14, 2023, reaffirming the economic and other terms of the prior proposal. Choice also proposed a regulatory termination fee, a ticking fee if the transaction did not close by a certain date and a proposal to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. The regulatory termination fee would have been payable if the transaction did not close due to the failure to obtain the requisite regulatory approvals and the ticking fee would have been payable upon a successful closing, if applicable. Choice also offered a mutual non-disclosure agreement to allow the parties to conduct confirmatory due diligence. On November 13, 2023, Choice began purchasing shares of Wyndham Common Stock on the open market. As of the date of this Offer, Choice has acquired in excess of $110 million of Wyndham Common Stock. On November 21, 2023, Wyndham publicly rejected the proposed terms of Choice’s offer made on November 14, 2023. In addition to rejecting each offer, the Wyndham Board declined Choice’s repeated requests for confidential mutual, confirmatory due diligence. On December 12, 2023, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices. See the section of this Offer titled “Background of the Offer” for more information. Due to Wyndham’s unwillingness to even discuss the proposal for a negotiated transaction with Choice and the Wyndham Board’s public statements with respect to Choice’s prior proposals, and because Choice does not believe that it is appropriate for the Wyndham Board to have a veto right over whether the Offer is made available to Wyndham stockholders, Choice is making the Offer directly to Wyndham stockholders upon the terms and subject to the conditions set forth in this Exchange Offer as an alternative to a negotiated transaction.

This Exchange Offer reflects the per share consideration (including the cash and stock mix and election proration mechanisms), and a regulatory ticking fee similar to that offered by Choice to Wyndham in its November 14, 2023 proposal. See the section of this Offer titled “Background of the Offer” for more information on Choice’s earlier and most recent proposals. On December 18, 2023, Wyndham filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer, in which the Wyndham Board recommended that Wyndham stockholders reject the Offer and not tender their shares of Wyndham Common Stock pursuant to the Offer. Subsequent to December 18, 2023, Wyndham amended its Schedule 14D-9 to, among other things, disclose conversations that occurred between the parties following the filing of this Offer and the filing of the 14D-9. Choice recommends that you review the Schedule 14D-9 and any amendments thereto.

Q:	WHY IS CHOICE MAKING THE OFFER?

We believe that the combination of Choice and Wyndham represents a strategically and financially compelling value-creating opportunity for Wyndham stockholders and Choice and its stockholders. We also believe that the combined company will have substantial strategic benefits, including significant franchisee benefits and cost-driven synergies, enhanced competitiveness and acceleration of both companies’ long-term growth strategies. For a more complete description of compelling reasons for the Offer, see the section of this Exchange Offer titled “Reasons for the Offer” and for a discussion of some of the important factors that could prevent our strategy from being achieved, see the section of this Exchange Offer titled “Forward-Looking Statements.”

Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF RECEIVING SHARES OF CHOICE COMMON STOCK AND/OR CASH IN EXCHANGE FOR MY WYNDHAM SHARES IN THE OFFER AND THE FIRST MERGER?

A:	Provided that following the completion of the Offer and the Second-Step Mergers the value of the Choice shares constitutes at least 40% of the total value of the consideration (including any Additional

Consideration) received by Wyndham stockholders, the Offer and the Second-Step Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. A U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of shares of Wyndham Common Stock that receives a combination of shares of Choice Common Stock and cash (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain (but not loss) for U.S. federal income tax purposes in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of Choice Common Stock and cash received by the U.S. holder exceeds such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered and (ii) the amount of cash received by such U.S. holder. A U.S. holder of shares of Wyndham Common Stock that receives solely Choice Common Stock (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of such exchange. A U.S. holder of shares of Wyndham Common Stock that receives solely cash in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the cash received by the U.S. holder and such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered. For this purpose any Additional Consideration should be treated as additional consideration received by a U.S. holder in exchange for its Wyndham Common Stock.

Each Wyndham stockholder should read the discussion under “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the Offer and the Second-Step Mergers. Tax matters can be complicated, and the tax consequences of the Offer and the Second-Step Mergers to a particular Wyndham stockholder will depend on such stockholder’s particular facts and circumstances. Wyndham stockholders should consult their own tax advisors to determine the specific consequences to them of exchanging their shares of Wyndham Common Stock for the transaction consideration pursuant to the Offer or the First Merger.

Q:	WHAT ARE THE CONDITIONS TO THE OFFER?

The Offer is subject to a number of conditions, including the Minimum Tender Condition, the Anti-Takeover Devices Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition, the Stock Exchange Listing Condition, the Competition Laws Condition, the Diligence Condition, the Financing Condition, the No Wyndham Material Adverse Effect Condition and the other conditions set forth in the section of this Exchange Offer titled “The Offer—Conditions to the Offer.”

Subject to the applicable rules and regulations of the SEC and the terms and conditions of the Offer, Choice expressly reserves the right (but will not be obligated) to waive any conditions to the Offer, except for the Competition Laws Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition, each of which cannot be waived, in each case by giving oral or written notice of such waiver to the Exchange Agent and by making public announcement thereof. Immediately prior to the scheduled expiration of the Offer, Choice shall have determined, in its reasonable discretion, whether the conditions to the Offer are satisfied. If, in the reasonable judgment of Choice, any of the conditions to the Offer remain unsatisfied at such time, other than the Competition Laws Condition, Choice will waive such unsatisfied condition (except for the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition) or will extend, terminate or amend the Offer. If the Competition Laws Condition is the only condition that has not been satisfied or waived at the Expiration Time, Choice may choose not to extend, terminate or withdraw the Offer, in which case stockholders would be unable to tender their shares into the Offer while the Competition Laws Condition is pending. Stockholders who have validly tendered their shares prior to the Expiration Time will still be permitted to properly withdraw their shares prior to acceptance of such shares by Choice. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights” for more information regarding proper withdrawal of tendered shares. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public

announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time.

Q:	WHEN DO YOU EXPECT THE OFFER TO BE COMPLETED?

The timing for consummation of the Exchange Offer and the Second-Step Mergers will depend on the satisfaction of the conditions to the Offer, including the expiration or termination of any applicable waiting periods as well as obtaining any approvals or clearances determined to be required as described in the Competition Laws Condition and the Wyndham Board or a court removing the obstacles to consummation of the Exchange Offer and the Second-Step Mergers described in the Anti-Takeover Devices Condition or such Anti-Takeover Devices Condition otherwise being satisfied. As a result of the satisfaction of these conditions being outside of Choice’s control, there can be no certainty as to when, and whether, Choice will be able to complete the Offer.

Q:	WHAT OBSTACLES TO THE PROPOSED COMBINATION WITH WYNDHAM DOES THE ANTI-TAKEOVER DEVICES CONDITION COVER?

A:	The Anti-Takeover Devices Condition relates to obstacles to consummating the Exchange Offer and the Second-Step Mergers that the Wyndham Board could facilitate the elimination of, including:

•

the interested stockholder provisions of Section 203 of the Delaware General Corporations Law (the “DGCL”) which will not apply if the Wyndham Board approves the Exchange Offer and the Second-Step Mergers before either is consummated or if Choice is able to acquire in the Offer in excess of 85% of the shares of Wyndham Common Stock outstanding at the time the Offer commenced in accordance with Section 203 of the DGCL; and

•

the requirement for a stockholder vote on the Second-Step Mergers, which may be eliminated if the Wyndham Board (and the Choice Board) approves, and Wyndham (and Choice) enters into, a merger agreement, and the transaction is consummated, in accordance with Section 251(h) of the DGCL, but the need to enter into a merger agreement to consummate the Second-Step Mergers will not apply if sufficient shares of Wyndham Common Stock are tendered into the Offer such that after the acceptance thereof by the Purchaser, the Purchaser would own at least 90% of the outstanding shares of Wyndham Common Stock, in which case the Purchaser can cause the Second-Step Mergers to be effected unilaterally (without the approval of the Wyndham Board) pursuant to the “short-form” merger provisions under Section 253 of the DGCL.

See the section of this Exchange Offer titled “The Offer—Conditions to the Offer—Anti-Takeover Condition.”

Q:	WHAT OBSTACLES TO THE PROPOSED COMBINATION WITH WYNDHAM DOES THE COMPETITION LAWS CONDITION COVER?

The Competition Laws Condition relates to the expiration or termination of any applicable waiting periods, including under the HSR Act, as well as obtaining any approvals or clearances, including those required by any international bodies, if applicable, and, in each case, as determined to be required on terms satisfactory to Choice. On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the HSR Act. Choice commenced discussions with the FTC on December 5, 2023, regarding the Proposed Combination and, on January 11, 2024, Choice received a Second Request from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice is increasingly confident that it can complete the Proposed Combination within a one-year customary timeframe.

Due to the fact that Wyndham has refused to provide information to Choice, at this time, our analysis of required antitrust filings in non-U.S. jurisdictions is based solely on the limited publicly available information about Wyndham and, as a result, our analysis remains incomplete. Based on the limited information currently available to us, we are not aware of any non-U.S. antitrust filings that will be required as a result of the consummation of the Offer and the Second-Step Mergers. However, given the incomplete nature of our non-U.S. antitrust analysis, we are not able to definitively determine that no antitrust filing will be required in any foreign jurisdictions at this time. If the Wyndham Board engages in a due diligence process with respect to the Proposed Combination, we expect to receive additional non-public information that will enable us to complete a fulsome analysis and definitively determine which non-U.S. jurisdictions, if any, where an antitrust filing will be required. Given the limited information available to us and the preliminary nature of our analysis, we cannot provide a precise estimation of the time periods that will be required to obtain antitrust approval in any non-U.S. jurisdictions, if any such filings are required. Based on information available to date, Choice believes that it can obtain all necessary regulatory approvals without Wyndham’s cooperation with Choice. Choice intends take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice remains confident that it can complete the Proposed Combination within a one-year customary timeframe. See the section of this Exchange Offer titled “The Offer—Conditions to the Offer.”

Additionally, due to the fact that Wyndham has refused to provide information to Choice, at this time, our analysis of whether any other approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority (“Non-Antitrust Approvals”) that may be required by the Proposed Combination is based solely on the limited publicly available information about Wyndham and, as a result, our analysis remains incomplete. Based on the limited information currently available to us, Choice is not aware of any such Non-Antitrust Approvals that will be required or advisable as a result of the Proposed Combination. If the Wyndham Board engages in a due diligence process with respect to the Proposed Combination, we expect to receive additional non-public information that will enable us to complete a fulsome analysis to determine which, if any, Non-Antitrust Approvals will be advisable or required. If the Wyndham Board does not engage us in a due diligence process with respect to the Proposed Combination, then, prior to the expiration of the Offer, we will make a good-faith determination based on the information available to us as to which, if any, Non-Antitrust Approvals will be required. Based on information available to date, Choice believes that it can obtain all necessary regulatory approvals without Wyndham’s cooperation with Choice. Choice intends take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice remains confident that it can complete the Proposed Combination within a one-year customary timeframe.

Q:	DO I NEED TO VOTE AT ANY MEETING TO APPROVE THE OFFER OR THE SECOND-STEP MERGERS?

Your vote is not required in connection with the Offer. You simply need to tender your shares of Wyndham Common Stock, if you choose to do so. In the event that Choice accepts shares of Wyndham Common Stock for exchange in the Offer, Choice intends to acquire all shares of Wyndham Common Stock not tendered in the Offer pursuant to the Second-Step Mergers. If the conditions to the Offer are satisfied, Choice accepts shares of Wyndham Common Stock for exchange, and a merger agreement is executed between Choice and Wyndham or sufficient shares of Wyndham Common Stock are tendered into the Offer such that after the acceptance thereof by the Purchaser, the Purchaser would own at least 90% of the outstanding shares of Wyndham Common Stock, no vote of Wyndham stockholders will be necessary to complete the Second-Step Mergers.

Q:	DO YOU INTEND TO ATTEMPT TO REPLACE WYNDHAM’S BOARD AT WYNDHAM’S 2024 ANNUAL MEETING OF STOCKHOLDERS?

Q:	IS CHOICE’S FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES OF WYNDHAM COMMON STOCK IN THE OFFER?

Yes. Unless you elect to receive the Cash Election Consideration, your election is not prorated and there is no Additional Consideration paid in shares of Choice Common Stock in accordance with the terms of this Offer, shares of Wyndham Common Stock accepted in the Offer will be exchanged in whole or in part for shares of Choice Common Stock and therefore you should consider Choice’s financial condition before you decide to become a Choice stockholder by accepting the Offer. You also should consider the effect that the Proposed Combination with Wyndham may have on Choice’s financial condition. In considering Choice’s financial condition, you should review the documents incorporated by reference in this Exchange Offer, as well as the unaudited pro forma condensed combined financial information set forth under the section of this Exchange Offer titled “Unaudited Pro Forma Condensed Combined Financial Statements,” because they contain detailed business, financial and other information about Choice.

Q:	HOW DOES THE OFFER RELATE TO CHOICE’S SOLICITATION OF PROXIES WITH RESPECT TO A SPECIAL MEETING OF CHOICE STOCKHOLDERS?

A special meeting of Choice stockholders will be held to approve the issuance of the shares of Choice Common Stock in connection with the Proposed Combination, whether pursuant to the Exchange Offer and the Second-Step Mergers, a negotiated merger transaction or otherwise. On February 14, 2024, Choice filed a preliminary proxy statement with respect to a special meeting of Choice stockholders to obtain this approval, and it is Choice’s intention to obtain this approval prior to Wyndham’s 2024 annual meeting of stockholders. You do not need to take any action with respect to Choice’s solicitation of its stockholders in your capacity as a Wyndham stockholder.

Q:	DOES CHOICE HAVE THE FINANCIAL RESOURCES TO COMPLETE THE OFFER AND THE SECOND-STEP MERGERS?

Choice expects to have sufficient financial resources to complete the transactions contemplated by the Offer and the Second-Step Mergers through a combination of (1) Choice’s cash on hand, (2) debt financing or (3) as necessary, a registered underwritten offering and/or private placement of equity or equity-linked securities. See the section of this Exchange Offer titled “The Offer—Financing of the Offer; Sources and Amount of Funds.” Although Choice believes it will have sufficient financial resources to complete the Offer and Second-Step Mergers, there can be no assurances Choice will obtain such financing. See the

section of this Exchange Offer titled “The Offer—Conditions to the Offer— The Financing Condition.” For further discussion of Wyndham’s outstanding debt, see “Risk Factors—Choice has only conducted a review of Wyndham’s publicly-available information and has not had access to Wyndham’s non-public information. Therefore, Choice may not be able to retain certain agreements and may be subject to liabilities of Wyndham unknown to Choice, which may have a material adverse effect on Choice’s profitability, financial condition and results of operations and which may result in a decline in the market value of Choice Common Stock.”

Q:	WHAT PERCENTAGE OF CHOICE’S COMMON STOCK WILL FORMER HOLDERS OF SHARES OF WYNDHAM COMMON STOCK OWN AFTER THE OFFER?

Choice estimates that, upon consummation of the Offer and the Second-Step Mergers, former Wyndham stockholders will own, in the aggregate, approximately 35% of Choice Common Stock on a diluted basis. For a more detailed discussion of the assumptions on which this estimate is based, see the section of this Exchange Offer titled “The Offer—Ownership of Choice After the Offer.”

Q:	WHEN DOES THE OFFER EXPIRE?

The Offer is scheduled to expire at 5:00 p.m., New York City time, on March 8, 2024, unless further extended by Choice, in which case the Expiration Time will be the latest time and date on which the Offer, as so extended, expires (the “Expiration Time” and the date on which the Expiration Time occurs, the “Expiration Date”). For more information, you should read the discussion under the section of this Exchange Offer titled “The Offer—Extension, Termination and Amendment.”

Q:	CAN THE OFFER BE EXTENDED AND, IF SO, UNDER WHAT CIRCUMSTANCES?

Choice may, in its sole discretion, at any time or from time to time until 9:00 a.m., New York City time, on the first Business Day after the previously scheduled Expiration Time, extend the Offer to a later Expiration Date and Expiration Time. For instance, the Offer may be extended if any of the conditions specified in “The Offer—Conditions to the Offer” are not satisfied prior to the scheduled Expiration Time. The Expiration Time of the Offer also may be subject to multiple extensions. Any decision to extend the Offer, and if so, for how long, will be made by Choice. Any decision by Choice to extend the Offer will be made public by an announcement regarding such extension as described in the section of this Exchange Offer titled “The Offer—Extension, Termination and Amendment.”

Q:	HOW DO I TENDER MY SHARES?

In order for a holder of shares of Wyndham Common Stock to validly tender shares of Wyndham Common Stock pursuant to the Offer, the Exchange Agent must receive prior to the Expiration Time the letter of election and transmittal (or a manually or electronically signed copy thereof), properly completed and duly executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in the section of this Exchange Offer titled “The Offer—Exchange of Shares of Wyndham Common Stock; Delivery of Choice Common Stock”), and any other documents required by the letter of election and transmittal, at its address set forth on the back cover of this Exchange Offer and either (1) the certificates representing tendered shares of Wyndham Common Stock must be received by the Exchange Agent at such address or such shares of Wyndham Common Stock must be tendered pursuant to the procedure for book-entry transfer described below and the Book-entry Confirmation must be received by the Exchange Agent (including an Agent’s Message), in each case prior to the Expiration Time, or (2) the tendering Wyndham stockholder must comply with the guaranteed delivery procedures described in this Exchange Offer. For a complete discussion on the procedures for tendering your shares of Wyndham Common Stock, see the section of this Exchange Offer titled “The Offer—Procedure for Tendering.”

Q:	UNTIL WHAT TIME CAN I WITHDRAW TENDERED SHARES OF WYNDHAM COMMON STOCK?

You may withdraw previously tendered shares of Wyndham Common Stock any time prior to the Expiration Time, and, if Choice has not accepted your shares of Wyndham Common Stock for exchange after the Expiration Time, at any time following 60 calendar days from commencement of the Offer, which was February 10, 2024.

Q:	HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES OF WYNDHAM COMMON STOCK?

To withdraw previously tendered shares of Wyndham Common Stock, a written notice of withdrawal must be timely received by the Exchange Agent at its address set forth on the back cover page of this Exchange Offer. Any such notice of withdrawal must specify the name of the person who tendered the shares of Wyndham Common Stock to be withdrawn, the number of shares of Wyndham Common Stock to be withdrawn and the name of the registered holder of such shares of Wyndham Common Stock, if different from that of the person who tendered such shares of Wyndham Common Stock. If certificates representing shares of Wyndham Common Stock to be withdrawn have been delivered or otherwise identified to the Exchange Agent, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Exchange Agent and, unless such shares of Wyndham Common Stock have been tendered by or for the account of an Eligible Institution as described below, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares of Wyndham Common Stock have been tendered pursuant to the procedure for book-entry transfer as set forth in the section of this Exchange Offer titled “The Offer—Procedure for Tendering,” any notice of withdrawal must specify the name and number of the account at The Depository Trust Company (“DTC”), to be credited with the withdrawn shares of Wyndham Common Stock. For a complete discussion on the procedures for withdrawing your shares of Wyndham Common Stock, see the section of this Exchange Offer titled “The Offer—Withdrawal Rights.”

Q:	WHEN AND HOW WILL I RECEIVE THE OFFER CONSIDERATION IN EXCHANGE FOR MY TENDERED SHARES OF WYNDHAM COMMON STOCK?

Choice will exchange all tendered and not properly withdrawn shares of Wyndham Common Stock promptly after the Expiration Time, upon the terms hereof and subject to the satisfaction or waiver of the conditions to the Offer, as set forth in the section of this Exchange Offer titled “The Offer—Conditions to the Offer.” Choice will deliver the consideration, including the Additional Consideration, if any, for your validly tendered and not properly withdrawn shares of Wyndham Common Stock by depositing the consideration therefor with the Exchange Agent, for the purpose of receiving consideration offered in the Offer (the “Offer Consideration”) from Choice and transmitting such consideration to you. In all cases, an exchange of tendered shares of Wyndham Common Stock will be made only after timely receipt by the Exchange Agent of certificates for such shares of Wyndham Common Stock (or of a confirmation of a book-entry of such shares of Wyndham Common Stock as set forth in the section of this Exchange Offer titled “The Offer—Procedure for Tendering”) and a properly completed and duly executed letter of election and transmittal (or Agent’s Message) and any other required documents.

Q:	ARE DISSENTERS’ OR APPRAISAL RIGHTS AVAILABLE IN EITHER THE OFFER AND/OR THE SECOND-STEP MERGERS?

No dissenters’ or appraisal rights are available in connection with the Offer. However, in connection with the First Merger, which Choice expects to be consummated promptly after consummation of the Offer without a vote of Wyndham stockholders, Wyndham stockholders who have not tendered their shares of Wyndham Common Stock in the Offer will have rights under Delaware law to dissent from the First Merger and demand appraisal of their shares of Wyndham Common Stock. Stockholders who perfect dissenters’ rights by complying with the procedures set forth in Section 262 of the DGCL will be entitled to receive a

cash payment equal to the “fair value” of their shares of Wyndham Common Stock, as determined by a Delaware court. See the section of this Exchange Offer titled “The Offer—Appraisal/Dissenters’ Rights” and “The Offer—Conditions to the Offer.”

Q:	WHAT IS THE MARKET VALUE OF MY SHARES OF WYNDHAM COMMON STOCK AS OF A RECENT DATE?

A:	The closing price of Wyndham Common Stock on the NYSE on February 23, 2024 was $79.49.

Q:	WHAT IS THE TOTAL CONSIDERATION WORTH?

Based on the closing price of Choice Common Stock on the NYSE on February 23, 2024 of $112.84, the equivalent market value of the Standard Election would be $86.06. Based on Wyndham’s closing share price of $65.65 as of May 22, 2023, the day before the potential transaction contemplated by this Offer was first reported by The Wall Street Journal (such date, the “Unaffected Date”), Choice’s offer of $49.50 in cash and 0.324 shares of Choice Common Stock per share of Wyndham Common Stock represented a 31% premium to the value of Wyndham’s Common Stock. The proposed offer price equates to an 8% premium to Wyndham’s closing share price of $79.49 on February 23, 2024.

The closing price of Choice Common Stock used in the above calculation is for purposes of illustration only. The price of Choice Common Stock fluctuates and may be higher or lower than the price assumed in this example at the time shares of Wyndham Common Stock are exchanged pursuant to the Offer. The price of Choice Common Stock has decreased since the Unaffected Date. Stockholders are encouraged to obtain current market quotations for Wyndham Common Stock and Choice Common Stock prior to making any decision with respect to the Offer.

Q:	HOW AND WHEN WILL YOU NOTIFY ME OF THE VALUE OF THE CASH ELECTION AND THE STOCK ELECTION?

We will issue a press release on the 10th Business Day preceding the scheduled date of expiration of the Offer, which will specify the equivalent market value of the Standard Election Consideration and the resulting amount of the Cash Election Consideration and the number of shares of Choice Common Stock comprising the Stock Election Consideration, subject to proration, as applicable, and the Additional Consideration, if any.

Q:	HOW AND WHEN WILL YOU NOTIFY ME OF THE OUTCOME OF THE ADDITIONAL CONSIDERATION ELECTION, IF APPLICABLE?

A:	If the Offer will expire following the Ticking Fee Commencement Date, then Choice will issue a press release stating the amount of the Additional Consideration and the Additional Consideration Election on the 10th Business Day preceding the scheduled date of expiration of the Offer.

Q:	HOW MAY I CHANGE MY ELECTION TO TENDER?

An election to tender is irrevocable, except the shares of Wyndham Common Stock tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time and, if Choice has not accepted shares of Wyndham Common Stock for exchange, at any time following 60 calendar days from commencement of the Offer, which was February 10, 2024. After a valid withdrawal, shares of Wyndham Common Stock may be re-tendered at any time prior to the Expiration Time and a new election may be made by following one of the procedures described in the section of this Exchange Offer titled “The Offer—Procedure for Tendering.”

Q:	WHAT WILL WYNDHAM STOCKHOLDERS RECEIVE IN THE SECOND-STEP MERGERS?

In the Second-Step Mergers, each remaining share of Wyndham Common Stock (other than shares held by Choice and its subsidiaries (which as of the date of this Offer is 1,447,264 shares of Wyndham Common Stock) and shares held in treasury by Wyndham and other than shares held by Wyndham stockholders who properly exercise applicable dissenters’ rights under Delaware law) (a “Remaining Share”) will be cancelled and converted into the right to receive, at the election of the holder, the Cash Election Consideration or the Stock Election Consideration, subject to proration, or the Standard Election Consideration, and in each case, the Additional Consideration, if any.

Choice will prorate elections in the Second-Step Mergers in the same manner as the Offer. Pursuant to the Second-Step Mergers, Choice will pay for the Remaining Shares an amount in cash equal to the number of such shares times the cash portion of the Standard Election Consideration Purchaser pays in the Offer (the “Total Cash Payable in the Second-Step Mergers”).

If, after taking into account elections by holders of Remaining Shares, the cash payable in the Second-Step Mergers would otherwise be greater than the Total Cash Payable in the Second-Step Mergers, the number of Remaining Shares covered by Cash Elections will be deemed reduced pro rata by the least amount required so that the cash payable in the Second-Step Mergers is no longer greater than the Total Cash Payable in the Second-Step Mergers (and the Remaining Shares no longer covered by Cash Elections as a result of such pro rata reduction will thereupon automatically be deemed to be covered by Stock Elections).

If, after taking into account elections by holders of Remaining Shares, the cash payable in the Second-Step Mergers would otherwise be less than the Total Cash Payable in the Second-Step Mergers, the number of Remaining Shares covered by Stock Elections will be deemed reduced pro rata by the least amount required so that the cash payable in the Second-Step Mergers is no longer less than the Total Cash Payable in the Second-Step Mergers (and the Remaining Shares no longer covered by Stock Elections as a result of such pro rata reduction will thereupon automatically be deemed to be covered by Cash Elections).

Promptly after the Second-Step Mergers, Choice will send election forms to holders of Remaining Shares enabling them to make Standard Elections, Cash Elections or Stock Elections with respect to their shares. Holders of the Remaining Shares who do not make a valid election will be treated as if they made the Standard Election.

In the event the Competition Laws Condition remains unsatisfied as of the Ticking Fee Commencement Date, each tendering Wyndham stockholder will be entitled to receive Additional Consideration subject to, and conditioned upon, the acceptance of the shares tendered into the Offer. The Additional Consideration shall be payable in cash or shares of Choice Common Stock, valued at the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer, at Choice’s election. If the Offer will expire following the Ticking Fee Commencement Date, then Choice will issue a press release stating the amount of the Additional Consideration and the Additional Consideration Election on the 10th Business Day preceding the scheduled date of expiration of the Offer. Additional Consideration, if any, will be paid to holders of Remaining Shares upon consummation of the Second-Step Mergers.

Because it will take some time after the Second-Step Mergers for holders of Remaining Shares to complete and return their election forms, Choice expects that there will be a delay of several weeks before holders of Remaining Shares will be eligible to receive their merger consideration. Choice will not pay interest on the merger consideration.

After the Second-Step Mergers, Choice would own all of the issued and outstanding shares of Wyndham Common Stock. See the sections of this Exchange Offer titled “The Offer—Elections and Proration”; “The Offer—Statutory Requirements; Approval of the Second-Step Mergers”; and “The Offer—Plans for Wyndham.”

Q:	WHERE CAN I FIND OUT MORE INFORMATION ABOUT CHOICE AND WYNDHAM?

A:	You can find out information about Choice and Wyndham from the sources described under the section of this Exchange Offer titled “Where You Can Find More Information.”

Q:	WHO CAN I CONTACT WITH ANY ADDITIONAL QUESTIONS ABOUT THE OFFER?

A:	You can call the Information Agent or the Dealer Managers for the Offer.

The Information Agent for the Offer is:

MacKenzie Partners, Inc.

Toll-Free: (800) 322-2885

Email: exchangeoffer@mackenziepartners.com

The Dealer Managers for the Offer are:


Goldman Sachs & Co. LLC		Moelis & Company LLC
200 West Street		399 Park Avenue, 4th Floor
New York, NY 10282		New York, NY 10022
Toll-Free: (800) 323-5678		Toll-Free: (800) 224-7417
Attention: Equity Capital Markets

FORWARD-LOOKING STATEMENTS

This Exchange Offer and the documents incorporated by reference herein contain certain statements that are forward-looking. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “expect,” “estimate,” “believe,” “anticipate,” “should,” “will,” “forecast,” “plan,” “project,” “assume” or similar words of futurity. All statements other than historical facts are forward-looking statements. These forward-looking statements are based on management’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to management. Such statements include, but are not limited to, the ultimate outcome of any possible transaction between us and Wyndham (including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those described herein); uncertainties as to whether Wyndham will cooperate with us regarding the Proposed Combination; our ability to consummate the Proposed Combination with Wyndham; the conditions to the completion of the Proposed Combination, including the receipt of any required shareholder approvals and any required regulatory approvals; our ability to finance the Proposed Combination with Wyndham; our indebtedness, including the substantial indebtedness we expect to incur in connection with the Proposed Combination with Wyndham and the need to generate sufficient cash flows to service and repay such debt; the possibility that we may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate Wyndham’s operations with ours, including our loyalty program; the possibility that we may be unable to achieve the benefits of the Proposed Combination for our franchisees, associates, investors and guests within the expected timeframes or at all, including that such integration may be more difficult, time-consuming or costly than expected; that operating costs and business disruption (without limitation, difficulties in maintaining relationships with associates, guests or franchisees) may be greater than expected following the Proposed Combination or the public announcement of the Proposed Combination; and that the retention of certain key employees may be difficult. Such statements may relate to projections of our revenue, expenses, Adjusted EBITDA, earnings, debt levels, ability to repay outstanding indebtedness, payment of dividends, repurchases of common stock and other financial and operational measures, including occupancy and open hotels, revenue per available room, our ability to benefit from any rebound in travel demand and our liquidity, among other matters. We caution you not to place undue reliance on any such forward-looking statements. Forward-looking statements do not guarantee future performance and involve known and unknown risks, uncertainties and other factors. Several factors could cause our actual results performance or achievements to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to:

•

the ultimate outcome of the Offer and the Second-Step Mergers, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed or the ultimate removal or the failure to render inapplicable the obstacles to consummation of the Offer and the Second-Step Mergers described in the Anti-Takeover Devices Condition by the Wyndham Board;

•

uncertainties as to whether Wyndham will cooperate with Choice regarding the Proposed Combination;

•

the ultimate result of the proxy contest Choice has commenced for election of directors to Wyndham Board;

•

Choice’s ability to consummate the Proposed Combination with Wyndham;

•

the conditions to the completion of the Proposed Combination, including the receipt of any required shareholder approvals and any required regulatory approvals;

•

Choice’s ability to finance the proposed combination with Wyndham;

•

Choice’s indebtedness, including the substantial indebtedness Choice expects to incur in connection with the Proposed Combination with Wyndham and the need to generate sufficient cash flows to service and repay such debt;

•

the possibility that Choice may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Wyndham’s operations with those of Choice, including the Choice rewards program;

•

the possibility that Choice may be unable to achieve the benefits of the Proposed Combination for its franchisees, associates, investors and guests within the expected timeframes or at all, including that such integration may be more difficult, time-consuming or costly than expected;

•

that operating costs and business disruption (including, without limitation, difficulties in maintaining relationships with associates, guests or franchisees) may be greater than expected following the Proposed Combination or the public announcement of the Proposed Combination;

•

the retention of certain key employees may be difficult;

•

our ability to attract and retain key personnel;

•

changes to general, domestic and foreign economic conditions, including access to liquidity and capital;

•

changes in consumer demand and confidence, including consumer discretionary spending and the demand for travel, transient and group business;

•

future domestic or global outbreaks of epidemics (including COVID-19), pandemics or contagious diseases, or fear of such outbreaks, and the related impact on the global hospitality industry, particularly but not exclusively the U.S travel market;

•

changes in law and regulation applicable to the travel, lodging or franchising industries, including with respect to the status of our relationship with employees of our franchisees;

•

foreign currency fluctuations;

•

impairments or declines in the value of our assets;

•

operating risks common in the travel, lodging or franchising industries;

•

changes to the desirability of our brands as viewed by hotel operators and customers;

•

changes to the terms or termination of our contracts with franchisees and our relationships with our franchisees;

•

our ability to keep pace with improvements in technology utilized for marketing and reservations systems and other operating systems;

•

our ability to grow our franchise system;

•

exposure to risks related to our hotel development, financing and ownership activities;

•

exposures to risks associated with our investments in new businesses;

•

fluctuations in the supply and demand for hotel rooms;

•

our ability to realize anticipated benefits from other acquired businesses;

•

impairments or losses relating to acquired businesses;

•

the level of acceptance of alternative growth strategies we may implement;

•

the impact of inflation;

•

cybersecurity and data breach risks;

•

climate change and sustainability related concerns;

•

ownership and financing activities;

•

hotel closures or financial difficulties of our franchisees;

•

operating risks associated with our international operations;

•

labor shortages;

•

the outcome of litigation; and

•

our ability to effectively manage our indebtedness, and secure our indebtedness, including additional indebtedness incurred as a result of the successful consummation of the Proposed Combination.

Additional risks that may affect Choice’s operations and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other sections of Choice’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 20, 2024 (the “Choice 10-K”), as well as in Choice’s Current Reports on Form 8-K filed with the SEC.

These forward-looking statements speak only as of the date of this communication or as of the date to which they refer, and Choice assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

See also the section of this Exchange Offer titled “Risk Factors.”

This Exchange Offer also includes certain non-GAAP financial measures, including those described below.

Choice evaluates its operations utilizing, among others, the performance metric Adjusted EBITDA , which is a non-GAAP financial measurement. This measure should not be considered as an alternative to any measure of performance or liquidity as promulgated under or authorized by GAAP, such as net income. Choice’s calculation of this measurement may be different from the calculations used by other companies, including Wyndham, and comparability may therefore be limited. We discuss management’s reasons for reporting this non-GAAP measure and how it is calculated below.

In addition to the specific adjustments noted below with respect to Adjusted EBITDA, the non-GAAP measures presented herein also exclude restructuring of the company’s operations including employee severance benefit, income taxes and legal costs, acquisition related due diligence, transition and transaction costs, and gains/losses on sale/disposal and impairment of assets primarily related to hotel ownership and development activities to allow for period-over-period comparison of ongoing core operations before the impact of these discrete and infrequent charges.

Choice is providing certain forward-looking financial metrics only on a non-GAAP basis without reconciliation because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all of the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.

Calculation of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”): Adjusted EBITDA reflects net income excluding the impact of interest expense, interest income, provision for income taxes, depreciation and amortization, franchise-agreement acquisition cost amortization, other (gains) and losses, equity in net income (loss) of unconsolidated affiliates, mark-to-market adjustments on non-qualified retirement plan investments, share based compensation expense (benefit) and surplus or deficits generated by reimbursable revenue from franchised and managed properties. We consider Adjusted EBITDA and Adjusted EBITDA margins to be an indicator of operating performance because it measures our ability to service debt, fund capital expenditures, and expand our business. We also use these measures, as do analysts, lenders,

investors, and others, to evaluate companies because it excludes certain items that can vary widely across industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels, and credit ratings, and share based compensation expense (benefit) is dependent on the design of compensation plans in place and the usage of them. Accordingly, the impact of interest expense and share based compensation expense (benefit) on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. These measures also exclude depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets or amortizing franchise-agreement acquisition costs. These differences can result in considerable variability in the relative asset costs and estimated lives and, therefore, the depreciation and amortization expense among companies. Mark-to-market adjustments on non-qualified retirement-plan investments recorded in SG&A are excluded from EBITDA, as the company accounts for these investments in accordance with accounting for deferred-compensation arrangements when investments are held in a rabbi trust and invested. Changes in the fair value of the investments are recognized as both compensation expense in SG&A and other gains and losses. As a result, the changes in the fair value of the investments do not have a material impact on Choice’s net income. Surpluses and deficits generated from reimbursable revenues from franchised and managed properties are excluded, as Choice’s franchise and management agreements require these revenues to be used exclusively for expenses associated with providing franchise and management services, such as central reservation and property-management systems, hotel employee and operating costs, reservation delivery and national marketing and media advertising. Franchised and managed property owners are required to reimburse the company for any deficits generated from these activities and Choice is required to spend any surpluses generated in future periods. Since these activities will be managed to break-even over time, quarterly or annual surpluses and deficits have been excluded from the measurements utilized to assess the company’s operating performance.

SUMMARY

This summary highlights the material information in this Exchange Offer. To more fully understand the offer to Wyndham stockholders, and for a more complete description of the terms of the Offer and the Second-Step Mergers, you should read carefully this entire document, including the exhibits, schedules and documents incorporated by reference herein, and the other documents referred to herein. For information on how to obtain the documents that are on file with the SEC, see the section of this Exchange Offer titled “Where You Can Find More Information.”

Information About the Companies (see page 48)

Choice

Choice, a NYSE-listed company, is primarily a hotel franchisor operating in 50 states, the District of Columbia, and 46 countries and territories. At December 31, 2023, we had 7,527 hotels with 632,986 rooms open and operating, and 1,032 hotels with 105,062 rooms under construction, awaiting conversion or approved for development, or committed to future franchise development on outstanding master development agreements in our global system. Our brand names include Comfort Inn^®, Comfort Suites^®, Quality^®, Clarion^®, Clarion Pointe^TM, Ascend Hotel Collection^®, Sleep Inn^®, Econo Lodge^®, Rodeway Inn^®, MainStay Suites^®, Suburban Studios^TM, WoodSpring Suites^®, Everhome Suites^®, and Cambria^® Hotels.

Additionally, through the Radisson Hotels Americas (“Radisson”) acquisition completed on August 11, 2022, our brands expanded to include Radisson Blu^®, Radisson RED^®, Radisson^®, Park Plaza^®, Country Inn & Suites^® by Radisson, Radisson Inn & Suites^SM, Park Inn by Radisson^®, Radisson Individuals^®, and Radisson Collection^®, which are located across the United States, Canada, the Caribbean and Latin America.

Choice was incorporated in 1980 in the State of Delaware.

Choice’s principal executive offices are located at 915 Meeting St., North Bethesda, Maryland 20852, and its telephone number at that location is (301) 592-5000.

Additional information concerning Choice is included in the Choice reports incorporated by reference in this Exchange Offer. See the section in this Exchange Offer titled “Where You Can Find More Information.”

Purchaser

Purchaser is a Delaware corporation incorporated on December 7, 2023 with principal executive offices at 915 Meeting St., North Bethesda, Maryland 20852. The telephone number of Purchaser’s principal executive offices is (301) 592-5000. Purchaser is a wholly owned subsidiary of Choice that was formed to facilitate the transactions contemplated by this Exchange Offer. Purchaser has engaged in no activities to date and has no material assets or liabilities of any kind, in each case, other than those incidental to its formation and its activities and obligations in connection with the Offer.

Wyndham

Wyndham, a NYSE-listed company, is primarily a hotel franchisor, with approximately 9,200 affiliated hotels with approximately 872,000 rooms located in over 95 countries and with nearly 140 million guests annually worldwide. Wyndham operates a hotel portfolio of 24 brands. Wyndham’s 24 brands are primarily located in secondary and tertiary cities and approximately 80% of the U.S. population lives within ten miles of at least one of Wyndham’s affiliated hotels.

Wyndham was incorporated in 2017 under the laws of the state of Delaware in connection with its 2018 spin-off from Wyndham Worldwide Corporation. Wyndham’s principal executive offices are located at 22 Sylvan Way, Parsippany, New Jersey 07054, and its telephone number at that location is (973) 753-6000.

Additional information concerning Wyndham is included in the Wyndham reports incorporated by reference in this Exchange Offer. See the section in this Exchange Offer titled “Where You Can Find More Information.”

The Offer (see page 60)

Choice is offering to exchange, for each issued and outstanding share of Wyndham Common Stock, at the election of the holder:

•

the Standard Election Consideration set forth on the cover page of this Exchange Offer;

•

the Cash Election Consideration set forth on the cover page of this Exchange Offer; or

•

the Stock Election Consideration set forth on the cover page of this Exchange Offer; and, in each case, subject to the election and proration procedures described in this Exchange Offer and in the related letter of election and transmittal; and

•

We will not allot or issue fractional shares of Choice Common Stock. To the extent that holders of Wyndham Common Stock are entitled to fractional shares, those fractional entitlements will be aggregated and, if a fractional share results from such aggregation, the holders of Wyndham Common Stock will be entitled to receive, in lieu of such fractional share, an amount in cash determined by multiplying the fractional share by a price equal to the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer, and will be paid promptly following our acceptance of shares of Wyndham Common Stock in the Offer, subject to the satisfaction and/or waiver of the conditions to the Offer as further described herein. See the section of this Exchange Offer titled “The Offer—Conditions to the Offer.”

Elections and Proration (see page 61)

Choice plans to pay an aggregate of approximately $4.1 billion in cash in the Offer and the Second-Step Mergers, which represents the total amount of the Cash Election Consideration available under the Offer, excluding any cash that may be paid as Additional Consideration. In order to reserve a proportionate amount of cash for payment in the Second-Step Mergers, Choice will pay pursuant to the Offer an amount in cash (the “Total Cash Payable in the Offer”) equal to approximately $4.1 billion multiplied by the percentage of the shares of Wyndham Common Stock on a diluted basis (including shares of Wyndham Common Stock owned by Choice or its subsidiaries) that are tendered and accepted for exchange in the Offer. For this purpose, Choice has estimated and will therefore assume that the number of shares of Wyndham Common Stock on a diluted basis (including shares of Wyndham Common Stock owned by Choice or its subsidiaries) is 82.9 million.

As a result, the Total Cash Payable in the Offer will equal:

•

approximately $4.1 billion, multiplied by

•

the number of shares of Wyndham Common Stock that are tendered and accepted for exchange in the Offer, divided by

•

82.9 million.

If, after taking into account elections by tendering Wyndham stockholders, the cash payable in the Offer would otherwise be different from the Total Cash Payable in the Offer, elections that tendering Wyndham stockholders have made (Cash Elections or Stock Elections, as applicable) will be subject to proration (and the

prorated amounts will be deemed to be Stock Elections or Cash Elections, as applicable) such that the cash payable in the Offer is equal to the Total Cash Payable in the Offer. See the section of this Exchange Offer titled “The Offer—Elections and Proration” for more information on the proration procedures.

The difference between $4.1 billion and the Total Cash Payable in the Offer is being reserved for payment in connection with the Second-Step Mergers. In addition, if payable, the Additional Consideration will be paid in cash or shares of Choice Common Stock at Choice’s election, regardless of the election made by Wyndham stockholders.

Reasons for the Offer (see page 56)

We are confident that the Proposed Combination represents a financially and strategically compelling, value-creating opportunity for Wyndham stockholders and Choice stockholders. Based on our discussions with significant Wyndham stockholders and Choice stockholders, we believe there is broad support for the Proposed Combination. Wyndham stockholders have routinely cited the persuasive industrial logic and appreciate the value that could be created by combining Choice and Wyndham, which Choice is convinced outweighs—and is incremental to—anything Wyndham could achieve on its own. We believe the Offer is the best available option for Wyndham stockholders to maximize the value of their investment. In fact, members of Wyndham’s own leadership have acknowledged the industrial logic of the Proposed Combination.

We believe the Offer is financially compelling to the Wyndham stockholders for the following reasons:

•

Attractive Valuation: Choice’s offer to Wyndham is comprised of $49.50 in cash and 0.324 shares of Choice Common Stock per share of Wyndham Common Stock, representing a value of $40.50 based on Choice’s trading price as of October 16, 2023, the day prior to Choice’s first public offer (the “Pre-Release Date”), or a value of $36.56 based on Choice’s trading price as of February 23, 2024. As of the Pre-Release Date, the proposed offer price equates to a 30% premium to Wyndham’s closing share price of $69.10, and reflects a 14.9x multiple of Wyndham’s consensus 2023 Adjusted EBITDA estimate, a forward multiple Wyndham has never achieved, absent COVID-19 disruptions. The proposed offer price equates to an 8% premium to Wyndham’s closing share price of $79.49 on February 23, 2024.

•

Immediate Value Realization: The $49.50 per share cash component of the Standard Election Consideration provides Wyndham stockholders with an opportunity to realize significant immediate cash value for their shares.

•

Substantial Long-Term Value: The significant stock component of the Choice offer will provide Wyndham stockholders with a substantial ongoing equity interest in the combined company, allowing Wyndham stockholders to benefit from the resulting synergies and substantial long-term value creation opportunities of the combined company, a value proposition that would be difficult to achieve by either company on a standalone basis.

We believe the Offer is strategically compelling for the following reasons:

•

Franchisee Benefits: The combined company will be well-positioned to capitalize on Choice’s proven franchisee success system and provide franchisees with significant benefits and lower costs by:

•

driving more business to franchisees through lower-cost direct booking channels, resulting in lower customer acquisition commissions and fees, and lower hotel operating costs and technology-driven labor efficiencies, while continuing to control their own commercial and pricing strategy;

•

nearly doubling the resources available to spend on marketing up to approximately $1.2 billion, which expands customer reach and drives direct bookings to franchisees’ hotels;

•

establishing a larger rewards member base with potentially 168 million members that is on par and able to effectively compete with the top global programs in hospitality;

•

improving value of franchisees’ real estate assets by enhancing applicable cap rates and cash flows resulting from affiliation with the combined company;

•

allowing franchisees to scale properties and create far greater conversion and co-branding opportunities;

•

offering guests a broader portfolio of brands, no matter their stay occasions, within a single system; and

•

promoting increased investment and innovation in proprietary technology systems, processes, and training at the hotel and corporate level, driving incremental topline reservation delivery to hotel owners’ properties, while lowering the total cost of hotel operations returns for current Choice franchisees.

•

Significant Synergies: Based on Choice management’s review and analysis of publicly available information about Wyndham, 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 evaluated the synergy opportunity by utilizing (1) benchmark comparable transactions, (2) its experiences from the Radisson acquisition, and (3) a bottom-up analysis using an extrapolation of operating costs across functional areas. Specifically Choice reviewed Wyndham’s public filings and the operating and general and administrative expense described therein as well as marketing, reservation, and loyalty expenses described therein. Choice’s synergy target is reflective of savings related to efficiencies gained in back-office and franchising processes and technologies resulting in an estimated annual EBITDA increase of approximately $150 million, the majority of which could be achieved within 24 months following the Second-Step Mergers. Wyndham stockholders would stand to benefit from their share of over $2 billion of potential value creation from the realization of such synergies, based on applying Choice’s Adjusted EBITDA as of the Pre-Release Date (“Pre-Release Adjusted EBITDA”) for the next twelve months trading multiple of approximately 13.8x to such synergies. Choice’s management has a robust track record of realizing cost savings and is therefore well-positioned to deliver synergies faster, more efficiently, and with a greater impact. In projecting these synergies, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the majority of the projected synergies cannot be realized within the expected 24-month time period or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in its projections and actual results may differ materially from Choice’s expectations. See the section of this Exchange Offer titled “Reasons for the Offer” for more information.

•

Deleveraging Opportunity: The combined company is expected to benefit from significant free cash flow growth, enabling accelerated deleveraging of its balance sheet following the Second-Step Mergers, while still being able to maintain continued investment in the business. Based on Choice management’s review and analysis of publicly available information about Wyndham, Choice expects that at the time the Proposed Combination closes, it will have a net debt to Adjusted EBITDA leverage ratio of approximately 5.35x, with a year one interest 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 Mergers. In projecting this deleveraging opportunity, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the full scope of the projected synergies cannot be realized within the time periods set forth above or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in

its projections and actual results may differ materially from Choice’s expectations. In projecting this deleveraging opportunity, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the full scope of the projected synergies cannot be realized within the time periods set forth above or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in its projections and actual results may differ materially from Choice’s expectations.

•

Enhanced Competitive Position: The combined company’s expected total revenue and annual Adjusted EBITDA for 2024 of approximately $3.1 billion and $1.4 billion, which includes run-rate cost synergies of approximately $150 million, respectively, being generated by potentially millions of unique guests annually and 168 million rewards members staying across a portfolio of 16,360 hotels and 1.43 million rooms, would increase its competitive position against larger industry players, which includes lodging peers (e.g., traditional hotel companies such as Marriott and Hilton), online distributors (e.g., Expedia and Booking Holdings, etc.) and alternative accommodation providers (e.g., Airbnb and VRBO, etc.). Choice evaluated the synergy opportunity by utilizing (1) benchmark comparable transactions, (2) its experiences from the Radisson acquisition, and (3) a bottom-up analysis using an extrapolation of operating costs across functional areas. Specifically Choice reviewed Wyndham’s public filings and the operating and general and administrative expense described therein as well as marketing, reservation, and loyalty expenses described therein. Choice’s synergy target is reflective of savings related to efficiencies gained in back-office and franchising processes and technologies resulting in an estimated annual EBITDA increase of approximately $150 million, the majority of which could be achieved within 24 months following the Second-Step Mergers. The combined company is also expected to create a leading platform to broaden its offerings in the expanding global lodging market, which was at $411 billion in 2022 and expected to reach $744 billion in 2028, approximately $25 billion in gross rooms revenue, 150 million plus annual check-ins, 300 million plus occupied rooms/nights, $411 billion global lodging and $133 billion US lodging total addressable market metrics. Based on Choice management’s review and analysis of publicly available information about Wyndham, Choice also believes that the combined company is projected to grow rapidly at a rate of 7-10% on an annualized basis. The Choice Board believes this will allow the combined company to be strategically positioned to grow its share, increase efficiency, and allow for excess cash flow generation to fund continuous deleveraging and innovation. Customers of the combined company would benefit from having streamlined and integrated end-to-end solutions and services. In projecting the combined company’s enhanced competitive position, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the full scope of the projected improvements in strategic positioning cannot be realized within the time periods set forth above or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in its projections and actual results may differ materially from Choice’s expectations.

•

Proven Leadership: A combination of the two companies will require strong, tested leadership to build a new culture and organizational structure, assimilate global systems and drive the expected growth. Through Choice’s acquisition of Radisson, completed on August 11, 2022, its brands expanded to include Radisson Blu^®, Radisson RED^®, Radisson^®, Park Plaza^®, Country Inn & Suites^® by Radisson, Radisson Inn & SuitesSM, Park Inn by Radisson^®, Radisson Individuals^®, and Radisson Collection^®, which are located across the United States, Canada, the Caribbean and Latin America. The successful Radisson acquisition, including the better-than-expected realization of revenue and cost-driven synergies resulting in such business growing from negative Adjusted EBITDA in 2021 to an expected $80 million in 2024 is evidence of our management team’s ability to successfully integrate a meaningful acquisition. With Radisson franchisees already benefitting meaningfully from lower OTA

commissions, increased guest traffic to direct and digital traffic, improvement in conversion rates and access to more corporate accounts, Choice’s management has demonstrated that it can integrate large hotel operations into its own and produce stockholder benefits across its brands.

Conditions to the Offer (see page 79)

The Offer is conditioned upon satisfaction, in the reasonable judgment of Choice, of the below conditions. Immediately prior to the scheduled expiration of the Offer, Choice shall have determined, in its reasonable discretion, whether the conditions to the Offer are satisfied. If, in the reasonable judgment of Choice, any of the conditions to the Offer remain unsatisfied at such time, other than the Competition Laws Condition, Choice will waive such unsatisfied condition (except for the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition) or will extend, terminate or amend the Offer. If the Competition Laws Condition is the only condition that has not been satisfied or waived at the Expiration Time, Choice may choose not to extend, terminate or withdraw the Offer, in which case stockholders would be unable to tender their shares into the Offer while the Competition Laws Condition is pending. Stockholders who have validly tendered their shares prior to the Expiration Time will still be permitted to properly withdraw their shares prior to acceptance of such shares by Choice. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights” for more information regarding proper withdrawal of tendered shares. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time.

•

Minimum Tender Condition — There shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer, a number of shares of Wyndham Common Stock which, together with any other shares of Wyndham Common Stock that Choice (or its controlled affiliates, including Purchaser) then owns or has a right to acquire, is a majority of the total number of outstanding shares of Wyndham Common Stock on a fully diluted basis as of the scheduled expiration of the Offer.

•

Anti-Takeover Devices Condition — The impediments to the consummation of the Offer and the Second-Step Mergers which the Wyndham Board can remove shall have been rendered inapplicable to the Offer and the Second-Step Mergers. The following shall have occurred:

•

the Wyndham Board shall have approved the Offer and the Second-Step Mergers under Section 203 of the DGCL, or Section 203 of the DGCL shall otherwise be inapplicable to the Offer and the Second-Step Mergers or Choice shall acquire in the Offer in excess of 85% of the shares of Wyndham Common Stock outstanding at the time the transaction commenced in accordance with Section 203 of the DGCL;

•

the Wyndham Board shall have approved, and Wyndham shall have entered into, a merger agreement with Choice that provides that the Second-Step Mergers can be completed in the short-form manner permitted by Section 251(h) of the DGCL, but the need to enter into a merger agreement to consummate the Second-Step Mergers will not apply if sufficient shares of Wyndham Common Stock are tendered into the Offer such that after the acceptance thereof by the Purchaser, the Purchaser would own at least 90% of the outstanding shares of Wyndham Common Stock, in which case the Purchaser can cause the Second-Step Mergers to be effected unilaterally (without the approval of the Wyndham Board) pursuant to the “short-form” merger provisions under Section 253 of the DGCL; and

•

any other impediments to the consummation of the Offer and Second-Step Mergers of which Choice is (on the date of this Exchange Offer) unaware and which the Wyndham Board can remove shall have been removed or otherwise rendered inapplicable to the Offer and the Second-Step Mergers.

•

Choice Stockholder Approval Condition — Choice stockholders shall have approved the issuance of Choice Common Stock contemplated in connection with the Offer and the First Merger, in accordance

with the rules of the NYSE, on which the Choice Common Stock is listed. On February 14, 2024, Choice filed a preliminary proxy statement with respect to a special meeting of Choice stockholders to obtain this approval, and it is Choice’s intention to obtain this approval prior to Wyndham’s 2024 annual meeting of stockholders.

•

Competition Laws Condition — The waiting period applicable to the Offer and the Second-Step Mergers under the HSR Act, shall have expired or been terminated (the “HSR Condition”). The waiting period (or extension thereof) applicable to the Offer and the Second-Step Mergers under any applicable antitrust laws and regulations, other than the HSR Act, shall have expired or been terminated, and any approvals or clearances, including those required by any international bodies, if applicable, and, in each case as determined by Choice to be required or advisable thereunder shall have been obtained on terms satisfactory to Choice (together with the HSR Condition, the “Competition Laws Condition”). On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the HSR Act and, on January 11, 2024, Choice received a Second Request from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice is increasingly confident that it can complete the Proposed Combination within a one-year customary timeframe.

•

Diligence Condition — Choice shall have been given access to Wyndham’s non-public information related to Wyndham’s business, assets, and liabilities to complete its confirmatory due diligence review and Choice shall have concluded, in its reasonable judgment, that there are no material adverse facts or developments concerning or affecting Wyndham’s business, assets and liabilities that have not been publicly disclosed prior to the commencement of the Offer that would result or be reasonably likely to result in a diminution in the value of shares of Wyndham Common Stock or the benefits expected to be derived by Choice as a result of the transactions contemplated by the Offer and the Second-Step Mergers (in either event, a “Diminution of Value”). The Diligence Condition is only a condition to the Offer due to the fact that Wyndham has refused to engage in meaningful discussions with respect to a negotiated transaction, and accordingly, Choice has had to rely solely on publicly available information.

•

Financing Condition — Choice shall have obtained financing proceeds in amounts, together with its cash on hand, sufficient to consummate the Exchange Offer and the Second-Step Mergers and pay related fees and expenses.

•

Stock Exchange Listing Condition — The Choice Common Stock issuable to Wyndham stockholders in connection with the Offer and the Second-Step Mergers shall have been approved for listing on the NYSE, subject to official notice of issuance.

•

Registration Statement Condition — The registration statement of which this Exchange Offer is a part shall have become effective under the Securities Act of 1933, as amended (“Securities Act”). No stop order suspending the effectiveness of the registration statement shall have been issued, and no proceedings for that purpose shall have been initiated or be threatened, by the SEC.

•

No Injunction Condition — No court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute or ordinance, common law, rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award or agency requirement (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Offer and the Second-Step Mergers.

•

No Wyndham Material Adverse Effect Condition —Since December 31, 2022, there shall not have occurred any change, event, circumstance or development (“Circumstance”), that has had, or would reasonably be likely to have, a Wyndham Material Adverse Effect, as described in the section of this Offer titled “The Offer—Conditions to the Offer—No Wyndham Material Adverse Effect Condition.”

The Offer is also subject to additional conditions referred to in the section of this Exchange Offer titled “The Offer—Conditions to the Offer.”

Expiration of the Offer (see page 63)

The Offer is scheduled to expire at 5:00 p.m., New York City time, on March 8, 2024 unless extended by Choice. For more information, you should read the discussion below under the section of this Exchange Offer titled “The Offer—Extension, Termination and Amendment.”

Extension, Termination and Amendment (see page 63)

Subject to the applicable rules and regulations of the SEC and the terms and conditions of the Offer, Choice expressly reserves the right (but will not be obligated) (1) to extend, for any reason, the period of time during which the Offer is open; (2) to delay acceptance for exchange of, or the exchange of, shares of Wyndham Common Stock in order to comply in whole or in part with applicable law (any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), which requires Choice to pay the consideration offered or to return shares of Wyndham Common Stock deposited by or on behalf of Wyndham stockholders promptly after the termination or withdrawal of the Offer); (3) to amend or terminate the Offer without accepting for exchange or exchanging any shares of Wyndham Common Stock under circumstances where any of the conditions referred to in the section of this Exchange Offer titled “The Offer—Conditions to the Offer” have not been satisfied or if Choice or any of its affiliates enters into a definitive agreement or announces an agreement in principle with Wyndham providing for a merger or other business combination or transaction with or involving Wyndham or any of its subsidiaries, or the purchase or exchange of securities or assets of Wyndham or any of its subsidiaries, or Choice and Wyndham reach any other agreement or understanding, in either case, pursuant to which it is agreed or provided that the Offer will be terminated; and (4) to amend the Offer or to waive any conditions to the Offer at any time, except for the Competition Laws Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition, in each case by giving oral or written notice of such delay, termination, waiver or amendment to the Exchange Agent and by making public announcement thereof. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time.

No subsequent offering period will be available after the Offer.

Exchange of Shares of Wyndham Common Stock; Delivery of Choice Common Stock (see page 65)

Procedure for Tendering Shares (see page 66)

The procedure for tendering shares of Wyndham Common Stock varies depending on whether you possess physical certificates, a nominee holds your certificates for you, or you or a nominee holds your shares of Wyndham Common Stock in book-entry form. See the section of this Exchange Offer titled “The Offer—Procedure for Tendering,” as well as the transmittal materials, including the letter of election and transmittal, for a discussion of the procedure for tendering your shares.

Withdrawal Rights (see page 69)

You can withdraw tendered shares of Wyndham Common Stock at any time prior to the Expiration Time and, if Choice has not accepted your shares of Wyndham Common Stock for exchange, at any time following 60 calendar days from commencement of the Offer, which was February 10, 2024. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights.” Withdrawn shares of Wyndham Common Stock may be re-tendered at any time prior to the Expiration Time by following one of the procedures described in the section of this Exchange Offer titled “The Offer—Procedure for Tendering.”

Material U.S. Federal Income Tax Consequences (see page 70)

Provided that following the completion of the Offer and the Second-Step Mergers the value of the Choice shares constitutes at least 40% of the total value of the consideration (including any Additional Consideration) received by Wyndham stockholders, the Offer and the Second-Step Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. A U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of shares of Wyndham Common Stock that receives a combination of shares of Choice Common Stock and cash (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain (but not loss) for U.S. federal income tax purposes in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of Choice Common Stock and cash received by the U.S. holder exceeds such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered and (ii) the amount of cash received by such U.S. holder. A U.S. holder of shares of Wyndham Common Stock that receives solely Choice Common Stock (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of such exchange. A U.S. holder of shares of Wyndham Common Stock that receives solely cash in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the cash received by the U.S. holder and such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered. For this purpose, any Additional Consideration should be treated as additional consideration received by a U.S. holder in exchange for its Wyndham Common Stock.

Ownership of Choice After the Offer (see page 74)

Appraisal/Dissenters’ Rights (see page 76)

Wyndham stockholders do not have dissenters’ or appraisal rights in connection with the Offer. However, upon consummation of the First Merger, which Choice expects to be consummated promptly after consummation of the Offer without a vote of Wyndham stockholders, Wyndham stockholders who have not tendered their

shares of Wyndham Common Stock in the Offer and who have perfected their dissenters’ or appraisal rights will have rights under Delaware law to dissent from the First Merger and demand appraisal of their shares of Wyndham Common Stock. Stockholders who perfect dissenters’ rights by complying with the procedures set forth in Section 262 of the DGCL will be entitled to receive a cash payment equal to the “fair value” of their shares of Wyndham Common Stock, as determined by a Delaware court. See the section of this Exchange Offer titled “The Offer—Appraisal/Dissenters’ Rights.”

Regulatory Approvals (see page 89)

Accounting Treatment (see page 92)

The Proposed Combination with Wyndham would be accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, with Choice being the accounting acquirer, which means that Wyndham’s results of operations will be included with Choice’s results of operations from the date of completion of the Offer and the Second-Step Mergers and its consolidated assets and liabilities will be recorded at their fair values at the same date.

Comparison of Holders’ Rights (see page 111)

Wyndham stockholders who validly tender their shares in the Offer and do not withdraw such shares (other than Wyndham stockholders who receive only the Cash Election Consideration and cash in respect of any Additional Consideration that may be payable) will receive shares of Choice Common Stock following consummation of the Offer. While Choice and Wyndham are both Delaware corporations, there are a number of differences between the rights of a Wyndham stockholder and the rights of a Choice stockholder provided for under either company’s certificate of incorporation and/or bylaws. See the discussion in the section of this Exchange Offer titled “Comparison of Holders’ Rights.”

Risk Factors (see page 28)

In addition to the risks relating to each of Wyndham’s and Choice’s businesses, the Offer and the Second-Step Mergers are, and the combined company will be, subject to several risks which you should carefully consider prior to participating in the Offer.

Principal Risks Relating to the Offer and the Second-Step Mergers, and the Combined Company (see page 28)

•

Because the market price of Choice Common Stock will fluctuate, you cannot be sure of the value of Choice Common Stock you may receive in the Offer, and you may not receive all consideration in the form you elected;

•

The Offer is subject to a variety of conditions that Choice cannot control;

•

Choice has not negotiated the price or terms of the Offer or Second-Step Mergers with Wyndham; and

•

Because Wyndham’s independent registered public accounting firm has not permitted the use of its reports in Choice’s registration statement of which this Exchange Offer forms a part, you may be unable to assert a claim against such firm under Section 11 of the Securities Act.

In addition, in the event the Offer and the Second-Step Mergers are completed, you will continue to be subject to the following risks as a stockholder in the combined company:

•

Wyndham and Choice may not successfully integrate, which may have a material adverse effect on Choice’s financial condition and results of operations;

•

The Offer could trigger certain provisions contained in Wyndham’s equity plan or award agreements and certain employee benefit plans or agreements that could require Choice to vest outstanding equity awards, make change of control or severance payments or accelerate vesting and payment of certain deferred compensation amounts;

•

Choice will incur a substantial amount of indebtedness to acquire the shares of Wyndham Common Stock pursuant to the Offer and the Second-Step Mergers and its failure to meet its debt service obligations, including a failure to comply with the restrictive covenants contained in the related agreements, could have a material adverse effect on its financial condition and results of operations;

•

The consummation of the Offer and the Second-Step Mergers may result in ratings organizations and/or securities analysts taking actions which may adversely affect the combined company’s financial condition and operating results;

•

Future results of Choice may differ materially from the unaudited pro forma condensed combined financial statements of Choice and Wyndham presented in this Exchange Offer; and

•

The trading price of Choice Common Stock may be affected by factors different from those affecting the price of Wyndham Common Stock.

In addition to the above risks, in deciding whether to tender your shares of Wyndham Common Stock for exchange pursuant to the Offer, you should read and consider all of the risk factors discussed or referenced in the section of this Exchange Offer titled “Risk Factors.”

RISK FACTORS

In deciding whether to tender your shares of Wyndham Common Stock for exchange pursuant to the Offer, Wyndham stockholders should read carefully this Exchange Offer, all documents incorporated by reference into this Exchange Offer and all other documents to which this Exchange Offer refers. In addition to the risk factors set forth below, Wyndham stockholders should read and consider all of the other risk factors specific to the respective Choice and Wyndham businesses that will also affect Choice after consummation of the Offer and the Second-Step Mergers, described in Part I, Item 1A of the Choice 10-K and Wyndham’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024 (“Wyndham 10-K”), and other documents that have been filed with the SEC and which are incorporated by reference into this Exchange Offer. If any of the risks described below or in the reports incorporated by reference into this Exchange Offer actually occur, the respective businesses, financial results, financial conditions, operating results or share prices of Choice or Wyndham could be materially adversely affected. Wyndham stockholders should also carefully consider the following factors:

Risk Factors Relating to the Offer and the Second-Step Mergers

Because the market price of Choice Common Stock that Wyndham stockholders may receive in the Offer will fluctuate, Wyndham stockholders cannot be sure of the value of Choice Common Stock they may receive.

Upon consummation of the Offer, each share of Wyndham Common Stock tendered and accepted for exchange by Choice pursuant to the Offer will be converted into the right to receive consideration consisting of, at the election of each Wyndham stockholder, (1) the Standard Election Consideration, (2) the Cash Election Consideration or (3) the Stock Election Consideration, subject, in each case, to the election and proration procedures described in this Offer and the Additional Consideration, if any. The market value of the consideration Wyndham stockholders will receive in the Offer (if they receive Choice Common Stock) will be based in whole or in part on the value of Choice Common Stock at the time the consideration in the Offer is received. If the price of Choice Common Stock declines, Wyndham stockholders could receive less value for their shares of Wyndham Common Stock upon the consummation of the Offer than the value calculated on the date the first public offer was announced, as of the date of the filing of this Exchange Offer or as of the date such Wyndham stockholder made its election and tendered shares into the Offer. Stock price changes may result from a variety of factors, many of which are beyond the companies’ control, including general market and economic conditions, changes in business prospects, catastrophic events, both natural and man-made, and regulatory considerations. In addition, the ongoing businesses of Choice and Wyndham may be adversely affected by actions taken by Choice or Wyndham in connection with the Offer, including payment by the companies of certain expenses relating to the Offer, including certain legal, accounting, financing and financial and other advisory fees.

Because the Offer and the Second-Step Mergers will not be completed until certain conditions have been satisfied or, where relevant, waived (see the section of this Exchange Offer titled “The Offer—Conditions to the Offer”), a significant period of time is likely to pass between the commencement of the Offer and the time the Purchaser accepts shares of Wyndham Common Stock for exchange. Therefore, at the time when you tender your shares of Wyndham Common Stock pursuant to the Offer, you will not know the exact market value of Choice Common Stock that you may receive if Purchaser accepts such shares of Wyndham Common Stock for exchange. However, tendered shares of Wyndham Common Stock may be withdrawn at any time prior to the Expiration Time of the Offer and, unless we have already accepted the tendered shares for exchange, at any time following 60 calendar days from commencement of the Offer, which was February 10, 2024. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights.”

Wyndham stockholders are urged to obtain current market quotations for Wyndham Common Stock and Choice Common Stock (and to consider the equivalent market value of each election based on current market quotations for shares of Choice Common Stock) when they consider whether to tender, or withdraw, their shares

of Wyndham Common Stock pursuant to the Offer. See the section of this Exchange Offer titled “Comparative Per Share Market Price and Dividend Information” for the historical high and low closing prices of Choice Common Stock and Wyndham Common Stock, as well as cash dividends per share of Wyndham Common Stock for each quarter of the period 2022 through February 23, 2024.

Choice must obtain governmental and regulatory approvals to consummate the Offer, which, if delayed or not granted, may delay, jeopardize or prohibit the Offer and the Second-Step Mergers.

The Offer is conditioned on the waiting period (or any extension thereof) applicable to the Offer and the Second-Step Mergers under the HSR Act and any other applicable antitrust laws and regulations having expired or been terminated, and any approvals or clearances, including those required by any international bodies, if applicable, and, in each case as determined by Choice to be required or advisable thereunder having been obtained. If Choice does not receive these approvals, then Choice will not be obligated to accept shares of Wyndham Common Stock for exchange in the Offer. On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the HSR Act. On January 11, 2024, Choice received a Second Request from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice is increasingly confident that it can complete the Proposed Combination within a one-year customary timeframe.

Additionally, due to the fact that Wyndham has refused to provide information to Choice, at this time, our analysis of whether any Non-Antitrust Approvals may be required by the Proposed Combination is based solely on the limited publicly available information about Wyndham and, as a result, our analysis remains incomplete. Based on the limited information currently available to us, Choice is not aware of any such Non-Antitrust Approvals that will be required or advisable as a result of the Proposed Combination. If the Wyndham Board engages in a due diligence process with respect to the Proposed Combination, we expect to receive additional non-public information that will enable us to complete a fulsome analysis to determine which, if any, Non-Antitrust Approvals will be advisable or required. If the Wyndham Board does not engage us in a due diligence process with respect to the Proposed Combination, then, prior to the expiration of the Offer, we will make a good-faith determination based on the information available to us as to which, if any, Non-Antitrust Approvals will be required. Based on information available to date, Choice believes that it can obtain all necessary regulatory approvals without Wyndham’s cooperation with Choice. Choice intends take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice remains confident that it can complete the Proposed Combination within a one-year customary timeframe.

The governmental and regulatory agencies from which Choice will seek these approvals have broad discretion in administering the applicable governing regulations. As a condition to their approval of the transactions contemplated by this Exchange Offer, those agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company’s business and Choice has committed to take any action requested to be taken by such regulators so long as such action would not have a material adverse effect on the Combined Company. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the exchange offer or may reduce the anticipated benefits of the Proposed Combination contemplated by the exchange offer. Although Choice believes that it will obtain all necessary approvals, no assurance can be given that the required approvals will be obtained or that the required conditions to the Offer will be satisfied, and, if all required approvals are obtained and the conditions to the consummation of the Offer are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. If Choice agrees to any material requirements, limitations, costs, divestitures or restrictions in order to obtain any consents or approvals required to consummate this Exchange Offer, these requirements, limitations, additional costs or restrictions could adversely affect Choice’s ability to integrate the operations of Choice and Wyndham or reduce the anticipated benefits of the Proposed Combination contemplated by the Exchange Offer and the Second-Step Mergers. This could have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Choice Common Stock after the acquisition. In addition, a third party could attempt to intervene in any governmental or regulatory filings to be made by Choice or otherwise object to the granting to Choice of any such governmental or regulatory authorizations, consents, orders or approvals, which may cause a delay in obtaining, or the imposition of material requirements, limitations, costs, divestitures or restrictions on, or the failure to obtain, any such authorizations, consents, orders or approvals. See the section of this Exchange Offer titled “The Offer—Conditions to the Offer” for a discussion of the conditions to the Offer and the sections of this Exchange Offer titled “The Offer—Certain Legal Matters” and “The Offer—Regulatory Approvals” for a description of the regulatory approvals necessary in connection with the Offer and the Second-Step Mergers.

Tendering Wyndham stockholders may not receive all consideration in the form elected.

Elections that tendering Wyndham stockholders make (Cash Elections or Stock Elections, as applicable) will be subject to proration (and the prorated amounts will be deemed to be Stock Elections or Cash Elections, as applicable). Accordingly, some of the consideration a tendering Wyndham stockholder receives in the Offer may differ from the type of consideration the holder selected and that difference may be significant. In addition, if payable, the Additional Consideration will be paid in cash or shares of Choice Common Stock at Choice’s election, regardless of the election made by Wyndham stockholders. Discussions of the proration mechanism and Additional Consideration can be found in the section of this Exchange Offer titled “The Offer—Elections and Proration” and “The Offer—Elections and Proration — Additional Consideration,” respectively.

The stock prices of Choice and Wyndham may be adversely affected if the Offer and the Second-Step Mergers are not completed.

If the Offer and the Second-Step Mergers are not completed, the prices of Choice Common Stock and Wyndham Common Stock may decline to the extent that the current market prices of Choice Common Stock and Wyndham Common Stock reflect a market assumption that the Offer and the Second-Step Mergers will be completed.

The receipt of shares of Choice Common Stock in the Offer and/or the First Merger may be taxable to Wyndham stockholders.

pay the Additional Consideration in cash in an amount sufficient to cause the stock component of the Offer Consideration to constitute less than 40% of the aggregate fair market value of the Offer Consideration, if the Offer and the Second-Step Mergers are not treated as component parts of an integrated transaction for U.S. federal income tax purposes, if the Second-Step Mergers are not completed or if the transaction otherwise fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the exchange of Wyndham Common Stock for shares of Choice Common Stock in the Offer and/or the First Merger will be taxable to such Wyndham stockholders for U.S. federal income tax purposes. In such event, a Wyndham stockholder would generally recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Choice Common Stock and/or cash it receives pursuant to the Offer and/or the First Merger and (ii) such holder’s adjusted tax basis in its shares of Wyndham Common Stock exchanged in the Offer and/or First Merger. For this purpose, any Additional Consideration should be treated as additional consideration received by a U.S. holder in exchange for its Wyndham Common Stock.

Wyndham stockholders should consult their own tax advisors to determine the specific tax consequences to them of the Offer and the Second-Step Mergers, including any federal, state, local, foreign or other tax consequences, and any tax return filing or other reporting requirements, and should read the discussion under “Material U.S. Federal Income Tax Consequences.”

The Offer is subject to other conditions that Choice does not control.

The Offer is subject to other conditions, including the Minimum Tender Condition, the Anti-Takeover Devices Condition, the Registration Statement Condition, the Competition Laws Condition, the Diligence Condition, the Financing Condition, the Choice Stockholder Approval Condition, the Stock Exchange Listing Condition and the No Wyndham Material Adverse Effect Condition. No assurance can be given that all of the conditions to the Offer will be satisfied, including, but not limited to, the ability to obtain the necessary financing, or, if they are, as to the timing of such satisfaction. In addition, Wyndham and the Wyndham Board may seek to take actions and put in place obstacles that will delay, or frustrate, the satisfaction of one or more conditions, such as, but not limited to, adopting a “poison pill.” If the conditions to the Offer are not satisfied, then Choice may allow the Offer to expire, or could amend or extend the Offer. See the section of this Exchange Offer titled “The Offer—Conditions to the Offer” for a discussion of the conditions to the Offer.

Uncertainties associated with the Offer and the Second-Step Mergers may affect the future business and operations of Choice and/or Wyndham.

Uncertainty about the effect of the Offer and the Second-Step Mergers on franchisees, associates, development partners, employees and others may have an adverse effect on Choice and/or Wyndham and consequently on the combined company following the Second-Step Mergers. These uncertainties may impair the ability to attract, retain and engage current and prospective franchisees and motivate key personnel during the pendency, and following the consummation, of the Offer and/or the Second-Step Mergers, and could cause franchisees, development partners, associates and others that deal with Choice and/or Wyndham to defer entering into contracts, including franchisee agreements, with Choice and/or Wyndham or making other decisions concerning Wyndham or seek to change existing business relationships with Wyndham. If key employees of Wyndham depart because of uncertainty about their future roles, Wyndham’s business and, as a result, the combined company’s business following the Offer and the Second-Step Mergers could be harmed. While the Offer and the Second-Step Mergers are pending, Wyndham may not be able to hire replacements for departed key employees to the same extent that they have been able to in the past.

The offer may adversely affect the liquidity and value of non-tendered shares of Wyndham Common Stock.

exchange of shares of Wyndham Common Stock by Choice pursuant to the Offer will reduce the number of shares of Wyndham Common Stock that might otherwise trade publicly and will reduce the number of holders of shares of Wyndham Common Stock, which could adversely affect the liquidity and market value of the Remaining Shares of Wyndham Common Stock held by the public. Subject to the rules of the NYSE, Choice may also seek to cause Wyndham to delist the shares of Wyndham Common Stock on the NYSE. As a result of such delisting, shares of Wyndham Common Stock not tendered pursuant to the Offer may become illiquid and may be of reduced value. See the section of this Exchange Offer titled “The Offer—Plans for Wyndham.”

Choice has not negotiated the price or terms of the Offer or Second-Step Mergers with Wyndham.

In evaluating the Offer, you should be aware that Choice has not negotiated the price or terms of the Offer or the Second-Step Mergers with Wyndham, and neither Wyndham nor the Wyndham Board has approved the Offer or the Second-Step Mergers. Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation, after which Wyndham would be a direct or indirect, wholly owned subsidiary of Choice. Choice made numerous attempts to engage the Wyndham Board, making three private proposals between April and September 2023, increasing its proposed purchase price each time. As the Wyndham Board rejected each private proposal and refused to engage in meaningful discussions, Choice announced its offer to acquire Wyndham publicly on October 17, 2023. Following Wyndham’s public rejection of that proposal, Choice made a fourth proposal privately to Wyndham on November 14, 2023, reaffirming the economic and other terms of the prior proposal. Choice also offered a mutual non-disclosure agreement to allow the parties to conduct confirmatory due diligence. On November 21, 2023, Wyndham publicly rejected the proposed terms of Choice’s offer made November 14, 2023. On December 12, 2023, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices. See the section of this Offer titled “Background of the Offer” for more information.

On December 18, 2023, Wyndham filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer, in which the Wyndham Board recommended that Wyndham stockholders reject the Offer and not tender their shares of Wyndham Common Stock pursuant to the Offer. Subsequent to December 18, 2023, Wyndham amended its Schedule 14D-9 to, among other things, disclose conversations that occurred between the parties following the filing of this Offer and the filing of the Schedule 14D-9. Choice recommends that you review the Schedule 14D-9 and any amendments thereto.

You may be unable to assert a claim against Wyndham’s independent registered public accounting firm under Section 11 of the Securities Act.

Section 11(a) of the Securities Act provides that if part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, any accountant or expert who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement. Although audit reports were issued on Wyndham’s historical financial statements and are included in Wyndham’s filings with the SEC, Wyndham’s independent registered public accounting firm has not permitted the use of its reports in Choice’s registration statement of which this Exchange Offer forms a part. Choice is requesting but has not, as of the date hereof, received the consent of such independent registered public accounting firm. Choice has requested dispensation pursuant to Rule 437 under the Securities Act from this requirement. If Choice receives the consent of Wyndham’s independent registered public accounting firm, Choice will promptly file it as an exhibit to Choice’s registration statement of which this Exchange Offer forms a

part. Accordingly, if Choice is unable to obtain the consent of Wyndham’s independent registered public accounting firm, you may not be able to assert a claim against Wyndham’s independent registered public accounting firm under Section 11 of the Securities Act.

Risk Factors Relating to Wyndham’s Business.

You should read and consider the risk factors specific to Wyndham’s business that will also affect Choice after the consummation of the Offer and the Second-Step Mergers, described in Part I, Item 1A of the Wyndham 10-K, and other documents that have been filed by Wyndham with the SEC and which are incorporated by reference into this Exchange Offer.

Risk Factors Relating to Choice’s Business.

You should read and consider the other risk factors specific to Choice’s business that also will affect Choice after the consummation of the Offer and the Second-Step Mergers, described in Part I, Item 1A of the Choice 10-K, and other documents that have been filed by Choice with the SEC and which are incorporated by reference into this Exchange Offer.

Risk Factors Relating to Choice Following the Offer and the Second-Step Mergers

Wyndham and Choice may not successfully integrate.

If Choice consummates the Offer and the Second-Step Mergers, achieving the anticipated benefits of the Proposed Combination with Wyndham will depend in part upon whether the two companies integrate their businesses in an effective and efficient manner. The companies may not be able to accomplish this integration process successfully, including as a result of actions that Wyndham may continue to take to frustrate the Offer. The integration of any business may be complex and time-consuming. The difficulties that could be encountered include the following:

•

integration of personnel, internal systems, technology, programs, and controls;

•

application of different accounting policies, assumptions, or judgments to Wyndham’s operational results than Wyndham applied in the past;

•

changes in laws and regulations that may impact our or Wyndham’s business, financial condition, results of operations, or growth prospects;

•

potential unknown liabilities and unforeseen increased expenses, delays, or regulatory conditions associated with the acquisition;

•

coordinating the geographically dispersed organizations;

•

distraction of management and employees from operations;

•

the loss of franchisees, sales and other commercial relationships;

•

failure to retain key employees who may be difficult to replace;

•

maintaining business relationships; and

•

other complexities associated with the integration of the operations of the combined company.

Choice may not realize the financial benefits expected following the consummation of the Proposed Combination.

As Choice has not been given access to Wyndham’s non-public information related to Wyndham’s business, assets, and liabilities, Choice may be unaware of significant issues with respect to the business of Wyndham that, following the consummation of the Proposed Combination, may prevent the realization of the financial benefits expected in connection therewith.

An inability to realize the full extent of the anticipated benefits of the Proposed Combination with Wyndham, including the approximately $150 million in estimated cost-driven synergies, as well as any delays encountered in the integration process and realizing such benefits, could have an adverse effect upon the revenues, level of expenses and operating results of Choice, which may affect adversely the value of Choice Common Stock after the consummation of the Offer and the Second-Step Mergers. Choice evaluated the synergy opportunity by utilizing (1) benchmark comparable transactions, (2) its experiences from the Radisson acquisition, and (3) a bottom-up analysis using an extrapolation of operating costs across functional areas. Specifically Choice reviewed Wyndham’s public filings and the operating and general and administrative expense described therein as well as marketing, reservation, and loyalty expenses described therein. Choice’s synergy target is reflective of savings related to efficiencies gained in back-office and franchising processes and technologies resulting in an estimated annual EBITDA increase of approximately $150 million, the majority of which could be achieved within 24 months following the Second-Step Mergers. See the section of this Exchange Offer titled “Reasons for the Offer” for more information about the limitations on Choice’s projections regarding the Proposed Combination.

There will also be integration costs and non-recurring transaction costs (such as fees paid to legal, financial, accounting and other advisors and other fees paid in connection with the Offer and the Second-Step Mergers, including financing fees) associated with the Proposed Combination with Wyndham, combining the operations of Choice and Wyndham and achieving the synergies we expect to obtain, and such costs are expected to be significant.

Choice has only conducted a review of Wyndham’s publicly available information and has not had access to Wyndham’s non-public information. Therefore, Choice may not be able to retain certain agreements and may be subject to liabilities of Wyndham unknown to Choice, which may have a material adverse effect on Choice’s profitability, financial condition and results of operations and which may result in a decline in the market value of Choice Common Stock.

To date, Choice has only conducted a due diligence review of Wyndham’s publicly available information. As a result, after the consummation of the Offer and the Second-Step Mergers, Choice may be subject to liabilities of Wyndham unknown to Choice or Wyndham, which may have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Choice Common Stock after the consummation of the Offer and the Second-Step Mergers.

The consummation of the Offer or the Second-Step Mergers may constitute a breach or default, or an event that, with or without notice or lapse of time or both, would constitute a breach or default, or result in the acceleration or other change of any right or obligation (including, without limitation, any payment obligation) or termination of an agreement under agreements of Wyndham that are not publicly available. If this happens, Choice may have liabilities relating to the breach or default and may have to seek to replace that agreement with a new agreement. Choice cannot provide assurance that it will be able to replace a terminated agreement on comparable terms or at all. Depending on the importance of a terminated agreement to Wyndham’s business, failure to replace that agreement on similar terms or at all may increase the costs to Choice of operating Wyndham’s business or prevent Choice from operating part or all of Wyndham’s business. In addition, Wyndham may be committed to arrangements or agreements of which Choice is not aware.

Based upon a review of Wyndham’s public filings with the SEC, pursuant to the Credit Agreement dated as of May 30, 2018, as amended on each of April 30, 2020, August 10, 2020, April 8, 2022 and May 25, 2023 (the “Credit Agreement”), the Offer and the Second-Step Mergers could result in an event of default under the Credit Agreement, thereby permitting the lenders thereunder to terminate their commitments and declare any outstanding principal and accrued interest amounts immediately due and payable. Wyndham could also seek a waiver of any such event of default, which would require the approval of the lenders under the Credit Agreement. As of December 31, 2023, Wyndham’s outstanding long-term debt obligations totaled approximately $2.164 billion, inclusive of certain term loans and the revolving credit facility provided for under the Credit Agreement, as well as approximately $500 million outstanding principal amount of Wyndham’s 4.375% senior unsecured notes due August 2028 (“Notes”). The Notes are governed by that certain Fifth Supplemental Indenture, dated as

of August 13, 2020 (“Supplemental Indenture”). In accordance with the provisions of the Supplemental Indenture, in the event that the consummation of the Offer constitutes a change of control under the Supplemental Indenture and such change of control is accompanied by a downgrade of the Notes by each of Moody’s and S&P’s rating of the Notes within a specified period, (i.e., starting from the earlier of (i) date of the first public announcement of the consummation of the Offer and (ii) the occurrence thereof, until 60 days following the consummation of the Offer), such that the rating of the Notes on any day during such period is below the lower of the rating (i) immediately before the public announcement; and (ii) the date on which the Notes were originally issued under the Supplemental Indenture, the holders of the Notes would have the right to cause Wyndham to repurchase all or any part of the outstanding Notes. Choice may not be able to obtain sufficient capital to repurchase or refinance the Notes in these circumstances. For a further discussion of the risks relating to Choice’s indebtedness, see “—Choice expects to incur a substantial amount of indebtedness to acquire the shares of Wyndham Common Stock pursuant to the Offer and the Second-Step Mergers and, as a result, will increase its outstanding indebtedness. Choice’s failure to meet its debt service obligations, including a failure to comply with the restrictive covenants contained in the related agreements, could have a material adverse effect on its business, financial condition and results of operations” and “—The consummation of the Offer and the Second-Step Mergers may result in ratings organizations and/or securities analysts taking actions which may adversely affect the combined companies’ business, financial condition and operating results, as well as the market price of Choice Common Stock.”

In respect of all information relating to Wyndham presented in, incorporated by reference into or omitted from, this Exchange Offer, Choice has relied upon publicly available information, including information publicly filed by Wyndham with the SEC. Although Choice has no knowledge that would indicate that any statements contained herein regarding Wyndham’s condition, including its financial or operating condition (based upon such publicly filed reports and documents) are inaccurate, incomplete or untrue, Choice was not involved in the preparation of such information and statements. For example, Choice has made adjustments and assumptions in preparing the pro forma financial information presented in this Exchange Offer that have necessarily involved Choice’s estimates with respect to Wyndham’s financial information that, given the lack of information received, could be materially different than currently presented. See the section of this Exchange Offer titled “Unaudited Pro Forma Condensed Combined Financial Statements.” Any financial, operating or other information regarding Wyndham that may be detrimental to Choice following the consummation of the Offer and the Second-Step Mergers that has not been publicly disclosed by Wyndham, or errors in Choice’s estimates due to the lack of cooperation and information from Wyndham, may have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Choice Common Stock after the consummation of the Offer and the Second-Step Mergers.

In the alternative, if Choice has not been given access to Wyndham’s non-public information related to Wyndham’s business, assets, and liabilities to complete its confirmatory due diligence review, Choice may elect not to consummate the Offer in accordance with the terms described herein. For more information on the conditions to the Offer, including the Diligence Condition, see the section of this Exchange Offer titled “The Offer—Conditions to the Offer.”

Choice expects to incur a substantial amount of indebtedness to acquire the shares of Wyndham Common Stock pursuant to the Offer and the Second-Step Mergers and, as a result, will increase its outstanding indebtedness. Choice’s failure to meet its debt service obligations, including a failure to comply with the restrictive covenants contained in the related agreements, could have a material adverse effect on its business, financial condition and results of operations.

Choice anticipates that it will need to borrow approximately $6.0 billion to complete the Offer and the Second-Step Mergers.

Choice’s increased indebtedness following consummation of the Offer and the Second-Step Mergers could adversely affect Choice’s operations and liquidity. Choice’s anticipated level of indebtedness could, among other things:

•

make it more difficult for Choice to pay or refinance its debts as they become due during adverse economic and industry conditions because Choice may not have sufficient cash flows to make its scheduled debt payments;

•

cause Choice to use a larger portion of its cash flow to fund interest and principal payments, reducing the availability of cash to fund working capital, capital expenditures, research and development and other business activities;

•

cause Choice to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;

•

cause Choice to be more vulnerable to general adverse economic and industry conditions;

•

cause Choice to be disadvantaged compared to competitors with less leverage;

•

result in a downgrade in the credit rating of Choice or any indebtedness of Choice or its subsidiaries, which is likely to increase the cost of further borrowings; and

•

limit Choice’s ability to borrow additional monies in the future to fund working capital, capital expenditures, research and development and other general corporate purposes.

In addition, the terms of Choice’s indebtedness following the consummation of the Offer are expected to restrict certain actions by Choice and its subsidiaries, including financial, affirmative and negative covenants, including limitations on the ability to incur indebtedness, create liens, and merge, amalgamate and consolidate with other companies, in each case, subject to exceptions and baskets to be mutually agreed upon by Choice and the parties thereto, the exact terms of which are to be negotiated prior to consummation of the Offer.

Choice also may incur additional long-term debt and working capital lines of credit to meet future financing needs, subject to certain restrictions under its existing debt, which would increase its total indebtedness. Although the terms of Choice’s existing credit agreements and of the indentures governing Choice’s existing debt (collectively, the “Existing Debt Documents”) contain restrictions on the incurrence of additional debt, including secured debt, these restrictions are subject to a number of important exceptions and debt incurred in compliance with these restrictions could be substantial. In addition, if the restrictions in the Existing Debt Documents limit Choice’s ability to incur additional indebtedness necessary to finance the acquisition of Wyndham, or if the incurrence of such additional indebtedness would lead to a breach of, or default under, the Existing Debt Documents, Choice may be required to seek an amendment or waiver with respect to certain provisions of the Existing Debt Documents, and there can be no assurance that Choice will be able to obtain such amendment or waiver. If Choice and its restricted subsidiaries incur significant additional debt, the related risks that Choice faces could intensify.

Choice cannot guarantee that the combined company will be able to generate sufficient cash flow to make all of the principal and interest payments under its indebtedness following the consummation of the Offer and the Second-Step Mergers when such payments are due or that it will be able, if necessary, to refinance such indebtedness.

All of our debt obligations, and any future indebtedness we may incur, will have priority over our common stock with respect to payment in the event of a liquidation, dissolution or winding up.

In any liquidation, dissolution or winding up of Choice, the Choice Common Stock would rank below all debt claims against Choice. In addition, any convertible or exchangeable securities or other equity securities that

we may issue in the future may have rights, preferences and privileges more favorable than those of Choice Common Stock. As a result, holders of Choice Common Stock will not be entitled to receive any payment or other distribution of assets upon the liquidation or dissolution until after our obligations to our debt holders and holders of equity securities that rank senior to the Choice Common Stock have been satisfied.

Choice’s current corporate credit rating is BBB-for Standard and Poor’s and Baa3 for Moody’s. In connection with the consummation of the Offer and/or the Second-Step Mergers, one or both of these ratings agencies may reevaluate Choice’s ratings. A downgrade may increase Choice’s cost of borrowing, may negatively impact Choice’s ability to raise additional debt capital, may negatively impact Choice’s ability to successfully compete in the marketplace and may negatively impact the willingness of counterparties to deal with Choice, each of which could have a material adverse effect on the business, financial condition and results of operations of the combined company and the market value of Choice Common Stock.

In addition, the trading market for shares of Choice Common Stock depends in part on the research and reports that third-party securities analysts publish about Choice and its industry. In connection with the consummation of the Offer and/or the Second-Step Mergers, one or more of these analysts could downgrade the Choice Common Stock or issue other negative commentary about Choice or its industry, which could cause the trading price of Choice Common Stock to decline.

Certain of Wyndham’s equity plan or award agreements and employee benefit plans or agreements contain change of control clauses providing for outstanding equity awards to vest or compensation to be paid to certain members of Wyndham senior management either upon a change of control, or if, following a change of control, Wyndham terminates the employment relationship between Wyndham and these employees under certain circumstances, or if these employees terminate the employment relationship because of certain adverse changes. In addition, certain of Wyndham’s non-qualified deferred compensation plans contain change of control clauses providing for vesting and payment of deferred compensation amounts under such plans. If consummated, the Offer would constitute a change of control of Wyndham, thereby giving rise to potential vesting of outstanding equity awards and change of control, severance or other compensatory payments described above.

Future results of Choice may differ materially from the unaudited pro forma condensed combined financial statements of Choice and Wyndham presented in this Exchange Offer.

The future results of Choice following the consummation of the Offer and the Second-Step Mergers may be materially different than those shown in the Unaudited Pro Forma Condensed Combined Financial Statements presented in this Exchange Offer, which show only a combination of Choice’s and Wyndham’s standalone historical results after giving effect to the Offer and the Second-Step Mergers, subject to the matters noted therein. Choice has estimated that it will record approximately $90 million in transaction expenses (excluding fees paid in connection with obtaining any necessary financing), as described in the notes to the Unaudited Pro Forma Condensed Combined Financial Statements included in this Exchange Offer. In addition, the final amount of any charges relating to acquisition accounting adjustments that Choice may be required to record will not be known until following the consummation of the Offer and the Second-Step Mergers. These and other expenses and charges may be significantly higher or lower than estimated.

Resales of Choice Common Stock following the Offer may cause the market price of Choice Common Stock to fall.

Choice expects that it will issue approximately 26.4 million shares of Choice Common Stock in connection with the Offer and the Second-Step Mergers. The issuance of these new shares and the sale of additional shares that may become eligible for sale in the public market from time to time upon exercise of options could have the effect of depressing the market price for shares of Choice Common Stock. The increase in the number of Choice Common Stock may lead to sales of such Choice Common Stock or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Choice Common Stock.

The trading price of Choice Common Stock may be affected by factors different from those affecting the price of Wyndham Common Stock.

Upon consummation of the Offer and the Second-Step Mergers, Wyndham stockholders (other than those that receive only the Cash Election Consideration and Choice elects to pay any Additional Consideration solely in cash) will become holders of Choice Common Stock. Choice’s business differs from that of Wyndham, and Choice’s results of operations, as well as the trading price of Choice Common Stock, may be affected by factors different from those affecting Wyndham’s results of operations and the price of Wyndham Common Stock.

The Choice Common Stock to be received by Wyndham stockholders as consideration will have different rights from the shares of Wyndham Common Stock.

Upon receipt of Choice Common Stock in the Offer, Wyndham stockholders will become Choice stockholders and their rights as stockholders will be governed by the certificate of incorporation of Choice (the “Choice Certificate of Incorporation”), the bylaws of Choice (the “Choice Bylaws”), and the Delaware General Corporation Law (“DGCL”). Certain of the rights associated with Wyndham Common Stock are different from the rights associated with Choice Common Stock. See the section of this Exchange Offer titled “Comparison of Holders’ Rights” for a discussion of the different rights associated with Choice Common Stock.

Wyndham stockholders will have a reduced ownership and voting interest after the consummation of the Offer and the Second-Step Mergers and will exercise less influence over the management and policies of Choice than they do over Wyndham.

Wyndham stockholders currently have the right to vote in the election of the Wyndham Board and on other matters affecting Wyndham. When the shares of Wyndham Common Stock tendered in the Offer are exchanged, each participating Wyndham stockholder (other than those that receive only the Cash Election Consideration and Choice elects to pay any Additional Consideration solely in cash) and, following consummation of the Second-Step Mergers, each remaining Wyndham stockholder, will become a Choice stockholder with a percentage ownership of the combined company that is smaller than the stockholder’s percentage ownership of Wyndham. Choice estimates that, upon consummation of the Offer and the Second-Step Mergers, former Wyndham stockholders will own, in the aggregate, approximately 35% of Choice Common Stock on a diluted basis. For a more detailed discussion of the assumptions on which this estimate is based, see the section of this Exchange Offer titled “The Offer—Ownership of Choice After the Offer.” Because of this, Wyndham stockholders will have less influence over the management and policies of Choice than they now have over the management and policies of Wyndham.

CHOICE SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial information for Choice as of the end of and for the years indicated. The statements of income information for each of the years ended December 31, 2023, 2022 and 2021, and the balance sheet information as of December 31, 2023 and 2022, are derived from Choice’s audited financial statements filed as part of the Choice 10-K, which is incorporated by reference into this Exchange Offer. The operating results for the periods presented are not necessarily indicative of the results of operations for any future period. More comprehensive financial information, including management’s discussion and analysis of Choice’s financial condition and results of operations, is contained in the Choice 10-K and other reports filed by Choice with the SEC. The following selected historical consolidated financial information is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See the section of this Exchange Offer titled “Where You Can Find More Information” for instructions on how to obtain these other documents and more complete information relating to Choice.


	Historical Data
(in thousands, except per share data)	Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2021
REVENUES
Royalty, licensing and management fees	$	513,412		$	471,759		$	397,218
Initial franchise fees		27,787			28,074			26,342
Platform and procurement services fees		75,114			63,800			50,393
Owned hotels		97,641			70,826			37,833
Other		46,051			64,740			28,669
Other revenues from franchised and managed properties		784,160			702,750			528,843

Total revenues		1,544,165			1,401,949			1,069,298
OPERATING EXPENSES
Selling, general and administrative		216,081			167,697			145,623
Business combination, diligence and transition costs		55,778			39,578			—
Depreciation and amortization		39,659			30,425			24,773
Owned hotels		71,474			48,837			24,754
Other expenses from franchised and managed properties		782,409			653,060			444,946

Total operating expenses		1,165,401			939,597			640,096
Impairment of long-lived assets, net		(3,736	)		—			(282	)
Gain on sale of business and assets, net		—			16,249			13

Operating income		375,028			478,601			428,933
OTHER EXPENSES AND INCOME, NET
Interest expense		63,780			43,797			46,680
Interest income		(7,764	)		(7,288	)		(4,981	)
Loss (gain) on extinguishment of debt		(4,416	)		—			—
Other (gain) loss		(10,649	)		7,018			(5,134	)
Equity in net (gain) loss of affiliates		(2,879	)		(1,732	)		15,876

Total other expenses and income, net		38,072			41,795			52,441


	Historical Data
(in thousands, except per share data)	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
Income before income taxes		336,956		436,806		376,492
Income tax expense (benefit)		78,449		104,654		87,535

Net income	$	258,507	$	332,152	$	288,957

Basic earnings per share	$	5.11	$	6.05	$	5.20

Diluted earnings per share	$	5.07	$	5.99	$	5.15

Consolidated balance sheet data (at end of period)
Cash and cash equivalents	$	26,754	$	41,566
Total assets		2,394,799		2,102,175
Current and long-term debt		1,568,019		1,203,523
Total liabilities		2,359,201		1,947,515
Choice shareholders’ equity (deficit)		35,598		154,660

WYNDHAM SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial information for Wyndham as of the end of and for the years indicated. The statements of income information for each of the years ended December 31, 2023, 2022 and 2021, and the balance sheet information as of December 31, 2023 and 2022, are derived from Wyndham’s audited financial statements filed as part of the Wyndham 10-K, which is incorporated by reference into this Exchange Offer. The operating results for the periods presented are not necessarily indicative of the results of operations for any future period. More comprehensive financial information, including management’s discussion and analysis of Wyndham’s financial condition and results of operations, is contained in the Wyndham 10-K. The following selected historical consolidated financial information is qualified in its entirety by reference to such other documents and all of the financial information and notes contained in those documents. See the section of this Exchange Offer titled “Where You Can Find More Information” for instructions on how to obtain these other documents and more complete information relating to Wyndham.


	Historical Data
	Year Ended December 31, 2023		Year Ended December 31, 2022			Year Ended December 31, 2021
(in millions, except per share data)
Net revenues
Royalties and franchise fees	$	532	$	512		$	461
Marketing, reservation and loyalty		578		544			468
Management and other fees		14		57			117
License and other fees		112		100			79
Other		148		141			120

Fee-related and other revenues		1,384		1,354			1,245
Cost reimbursements		13		144			320

Net revenues		1,397		1,498			1,565
Expenses
Marketing, reservation and loyalty		569		524			450
Operating		94		106			132
General and administrative		130		123			113
Cost reimbursements		13		144			320
Depreciation and amortization		76		77			95
Transaction-related, net		11		—			—
Separation-related		1		1			3
Gain on asset sale, net		—		(35	)		—
Impairments, net		—		—			6
Restructuring		—		—			—

Total expenses		894		940			1,119

Operating income (loss)		503		558			446
Interest expense, net		102		80			93
Early extinguishment of debt		3		2			18

Income (loss) before income taxes		398		476			335
Provision for (benefit from) income taxes		109		121			91

Net income (loss)	$	289	$	355		$	244

Basic earnings per share	$	3.43	$	3.93		$	2.61

Diluted earnings per share	$	3.41	$	3.91		$	2.60


	Historical Data
	Year Ended December 31, 2023		Year Ended December 31, 2022		Year Ended December 31, 2021
(in millions, except per share data)
Consolidated balance sheet data (at end of period)
Cash and cash equivalents	$	66	$	161
Total assets		4,033		4,123
Current and long-term debt		2,201		2,077
Total liabilities		3,287		3,161
Wyndham stockholders’ equity		746		962

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The selected unaudited pro forma condensed combined financial information was prepared by Choice and gives effect to the Proposed Combination, including the related financing (together, the “Transaction”).

The selected unaudited pro forma condensed combined statement of income for the year ended December 31, 2023 gives effect to the Transaction as if it had occurred on January 1, 2023. The selected unaudited pro forma condensed combined balance sheet, as of December 31, 2023 gives effect to the Transaction as if it had occurred on December 31, 2023.

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Proposed Combination been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial statements are prepared with Choice treated as the assumed accounting acquirer. In determining the acquirer for accounting purposes, Choice considered the five factors identified in ASC 805-10-55-12. Additionally, the accounting for the acquisition of Wyndham is dependent upon certain valuations that are provisional and are subject to change. Because Wyndham has not permitted us to conduct any due diligence, and we are limited in our understanding based only on what is publicly available, we have not performed the detailed valuation analyses necessary to arrive at the final estimates of the fair market value of the Wyndham assets to be acquired and liabilities to be assumed and the related allocations of purchase price. However, as indicated in the notes to the unaudited pro forma condensed combined financial statements, Choice has made certain adjustments to the historical book values of the assets and liabilities of Wyndham to reflect preliminary estimates of the fair value of intangible assets acquired with the residual excess of the purchase price over the historical net assets of Wyndham recorded as goodwill. Actual adjustments will differ from those reflected in the unaudited pro forma condensed combined financial statements once Choice is able to determine the final purchase price for Wyndham and has completed the valuation analyses necessary to finalize the purchase price allocations and identified any necessary conforming accounting changes or other acquisition-related adjustments for Wyndham. Choice will finalize these amounts as we obtain the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will likely occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Choice’s future results of operations and financial position.

Furthermore, while the unaudited pro forma condensed combined financial information does give effect to the costs incurred to effectuate the Transaction, it does not give effect to any anticipated synergies, operating efficiencies, revenue enhancements or cost savings that may result from the Transaction, or the costs necessary to achieve these synergies, operating efficiencies and cost savings. Further, the unaudited pro forma condensed combined financial information does not reflect the effect of any regulatory actions that may impact the unaudited pro forma condensed combined financial statements when the Transaction is completed.


	Year Ended December 31, 2023
(in millions, except per share data)	Year Ended December 31, 2023
Pro Forma Condensed Combined Income Statement
REVENUES
Royalty, licensing and management fees	$	1,171
Initial franchise fees		44
Platform and procurement services		75
Owned hotels		98
Other		194
Other revenues from franchised and managed properties		1,375

Total revenues		2,957
OPERATING EXPENSES
Selling, general and administrative		415
Business combination, diligence and transition costs		139
Depreciation and amortization		287
Owned hotels		71
Other expenses from franchised and managed properties		1,364

Total operating expenses		2,276
Impairment of long-lived assets		(4	)

Operating income		677
OTHER EXPENSES AND INCOME, NET
Interest expense, net		630
Gain on extinguishment of debt		(4	)
Other (gain) loss		(1	)
Equity in net (gain) loss of affiliates		(3	)

Total other expenses and income, net		622

Income before income taxes		55
Income tax expense		31

Net income	$	24

Basic earnings per share	$	0.31

Diluted earnings per share	$	0.31


(in millions)	As of December 31, 2023
Pro Forma Condensed Combined Balance Sheet
Total assets	$	13,999
Current and long-term debt		7,947
Total liabilities		11,013
Choice shareholders’ equity		2,986

COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE INFORMATION

The following table summarizes unaudited per share information for Choice and Wyndham on a historical basis, pro forma combined basis for Choice and equivalent pro forma combined basis for Wyndham. The following information should be read in conjunction with the audited consolidated financial statements and accompanying notes of Choice and Wyndham that are incorporated by reference into this Exchange Offer, and the unaudited pro forma condensed combined financial statements beginning on page 93. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of what the operating results or financial position would have been if the Offer and the Second-Step Mergers had been completed as of the beginning of the period presented, nor is it necessarily indicative of the future operating results or financial position of the combined companies. The historical income per share, dividends per share and book value per share of Choice and Wyndham shown in the table below are derived from their respective audited consolidated financial statements for Choice and Wyndham as of and for the year ended December 31, 2023. The historical book value per share is computed by dividing total stockholders’ equity by the number of common shares outstanding at the end of the period, excluding any shares held in treasury. The pro forma combined income per share from continuing operations is computed by dividing the pro forma income from continuing operations available to holders of common shares by the pro forma weighted-average number of shares outstanding. The pro forma combined book value per share is computed by dividing total pro forma shareholders’ equity by the pro forma number of common shares outstanding at the end of the period. Wyndham equivalent pro forma combined per share amounts are calculated by multiplying Choice pro forma combined per share amounts by the exchange ratio for the Standard Election of 0.324.


	Year Ended December 31, 2023
Choice - Historical
Historical per share of Choice common stock:
Diluted earnings per share from continuing operations	$	5.07
Cash dividends declared per share		1.15
Book value per share		0.73
Wyndham - Historical
Historical per share of Wyndham common stock:
Diluted earnings per share from continuing operations	$	3.41
Cash dividends declared per share		1.40
Book value per share		9.21
Unaudited Pro Forma Combined
Unaudited pro forma per share of Choice common stock:
Diluted earnings per share from continuing operations	$	0.31
Cash dividends declared per share*		1.15
Book value per share		38.93
Unaudited Pro Forma Wyndham Equivalent
Unaudited pro forma per share of Wyndham common stock:
Diluted earnings per share from continuing operations	$	0.10
Cash dividends declared per share		0.37
Book value per share		12.61

*	The current Choice dividend is assumed to continue following the completion of the Exchange Offer and the Second-Step Mergers for purposes of the unaudited pro forma condensed combined financial statements.

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Choice Common Stock is listed on the NYSE under the symbol “CHH.” Wyndham Common Stock is listed on the NYSE under the symbol “WH.” The tables below set forth, for the calendar quarters indicated, the high and low sale prices per share reported on the NYSE and the dividends declared on Choice Common Stock and on Wyndham Common Stock.


	Choice Common Stock
	High		Low		Dividend
2024
First Quarter (through February 23, 2024)	$	123.34	$	112.83	$	—	*
2023
Fourth Quarter	$	124.90	$	110.16	$	0.2875
Third Quarter	$	134.30	$	117.20	$	0.2875
Second Quarter	$	129.79	$	111.69	$	0.2875
First Quarter	$	130.01	$	110.13	$	0.2875
2022
Fourth Quarter	$	130.38	$	109.52	$	0.2375
Third Quarter	$	122.93	$	104.22	$	0.2375
Second Quarter	$	147.58	$	110.77	$	0.2375
First Quarter	$	154.62	$	128.51	$	0.2375

	Wyndham Common Stock
	High		Low		Dividend
2024
First Quarter (through February 23, 2024)	$	81.29	$	77.87	$	0.38
2023
Fourth Quarter	$	80.86	$	66.83	$	0.35
Third Quarter	$	78.07	$	67.95	$	0.35
Second Quarter	$	73.82	$	64.95	$	0.35
First Quarter	$	80.87	$	64.65	$	0.35
2022
Fourth Quarter	$	76.16	$	62.15	$	0.32
Third Quarter	$	72.36	$	59.22	$	0.32
Second Quarter	$	90.71	$	64.66	$	0.32
First Quarter	$	90.29	$	75.77	$	0.32

*	As of the date hereof, the Choice Board has not declared a dividend for this period.

The following table presents trading information for Choice Common Stock and Wyndham Common Stock on October 16, 2023, the last trading day before the public announcement of the Proposed Combination with Wyndham, and on May 22, 2023, the last day before the Proposed Combination was first-reported by the Wall Street Journal (referred to herein as the Unaffected Date).


	Wyndham Common Stock						Choice Common Stock
	High		Low		Close		High		Low		Close
October 16, 2023	$	69.36	$	68.17	$	69.10	$	125.56	$	123.75	$	124.90
Unaffected Date (May 22, 2023)	$	66.45	$	65.63	$	65.65	$	120.21	$	118.16	$	118.82

The value of the shares of Choice Common Stock that form a part of the Offer consideration will change as the market price of Choice Common Stock fluctuates during the pendency of the Offer and thereafter, and therefore will likely be different from the prices set forth above at the time you receive your shares of Choice Common Stock in accordance with the terms of the Exchange Offer. See the section in this Exchange Offer titled “Risk Factors.” Stockholders are encouraged to obtain current market quotations for Choice Common Stock and Wyndham Common Stock prior to making any decision with respect to the Offer.

INFORMATION ABOUT THE COMPANIES

Choice

Choice is primarily a hotel franchisor operating in 50 states, the District of Columbia, and 46 countries and territories. At December 31, 2023, we had 7,527 hotels with 632,986 rooms open and operating, and 1,032 hotels with 105,062 rooms under construction, awaiting conversion or approved for development, or committed to future franchise development on outstanding master development agreements in our global system. Our brand names include Comfort Inn^®, Comfort Suites^®, Quality^®, Clarion^®, Clarion Pointe^™, Ascend Hotel Collection^®, Sleep Inn^®, Econo Lodge^®, Rodeway Inn^®, MainStay Suites^®, Suburban Studios^™, WoodSpring Suites^®, Everhome Suites^®, and Cambria^® Hotels.

Additionally, through the Radisson Hotels Americas acquisition completed on August 11, 2022, our brands expanded to include Radisson Blu^®, Radisson RED^®, Radisson^®, Park Plaza^®, Country Inn & Suites^® by Radisson, Radisson Inn & Suites^SM, Park Inn by Radisson^®, Radisson Individuals^®, and Radisson Collection^®, which are located across the United States, Canada, the Caribbean and Latin America.

Choice was incorporated in 1980 in the State of Delaware.

Choice’s principal executive offices are located at 915 Meeting St., North Bethesda, Maryland 20852, and its telephone number at that location is (301) 592-5000.

Purchaser

Purchaser is a Delaware corporation incorporated on December 7, 2023, with principal executive offices 915 Meeting St., North Bethesda, Maryland 20852. The telephone number of Purchaser’s principal executive offices is (301) 592-5000. Purchaser is a wholly owned subsidiary of Choice that was formed to facilitate the transactions contemplated by this Exchange Offer. Purchaser has engaged in no activities to date and has no material assets or liabilities of any kind, in each case other than those incidental to its formation and its activities and obligations in connection with the Offer.

Wyndham

Wyndham is primarily a hotel franchisor, with approximately 9,200 affiliated hotels with approximately 872,000 rooms located in over 95 countries and with nearly 140 million guests annually worldwide. Wyndham operates a hotel portfolio of 24 brands. Wyndham’s 24 brands are primarily located in secondary and tertiary cities and approximately 80% of the U.S. population lives within ten miles of at least one of Wyndham’s affiliated hotels.

BACKGROUND OF THE OFFER

In April 2023, following years of informal and intermittent conversations regarding a potential transaction between Choice and Wyndham, Stewart W. Bainum, Jr., Chair of the board of directors of Choice (the “Choice Board”), contacted Stephen P. Holmes, Chair of the Wyndham Board, to discuss a proposal to combine the two companies. In light of the parties’ prior conversations about a potential transaction, Mr. Holmes said that he would expect the proposal would represent a control premium, and, if it did not, that there were likely to be issues relating to management and governance. Mr. Bainum told Mr. Holmes that a formal proposal would be forthcoming.

Shortly following this conversation, on April 28, 2023, Choice submitted an offer letter to the Wyndham Board, proposing to acquire all of the outstanding shares of Wyndham Common Stock for $80 per share, comprised of 40% cash and 60% Choice Common Stock, which, at the time, represented a 19% premium over Wyndham’s 30-day average share price as of the close of trading on the prior day (the “First Proposal”). Later that day, Mr. Holmes communicated to Moelis & Company LLC (“Moelis”), one of Choice’s financial advisors, that the First Proposal was “uninspiring” and “not a good start.”

On May 9, 2023, Wyndham rejected the First Proposal, notifying Choice that it was not interested in engaging in further discussions with Choice.

On May 10, 2023, a representative of Moelis spoke to Mr. Holmes. Mr. Holmes noted that he viewed the price as insufficient, that he would prefer more cash, that the lack of governance rights was inconsistent with the consideration mix and that he was not authorized to negotiate a potential transaction with Choice.

On May 15, 2023, Choice delivered a second written proposal to Wyndham, which addressed the concerns raised by Mr. Holmes. Choice increased its offer to a price per share of $85, comprised of 55% cash and 45% Choice Common Stock, which, at the time, represented a 31% premium over Wyndham’s 30-day average share price as of May 12, 2023 (the “Second Proposal”). The Second Proposal also offered Wyndham stockholders participation in the combined company’s governance, offering Wyndham the opportunity to designate two independent members of the board of directors of the combined company. The Second Proposal expressed that if Wyndham would engage in discussions, the parties might be able to identify additional synergies and drivers of value that would allow Choice to increase the value of its offer with the goal of reaching a negotiated agreement and consummating a transaction producing substantial value for the stockholders of both companies.

On May 23, 2023 (the “Unaffected Date”), the Wall Street Journal published an article disclosing rumors regarding the companies’ discussions to date. At the time, neither company confirmed that Choice had made multiple private proposals to Wyndham.

On May 29, 2023, Wyndham rejected the Second Proposal, asserting that the Second Proposal still undervalued Wyndham, presented Wyndham stockholders with uncertain value given the stock consideration and the potential negative impacts of the resulting leverage of the combined company.

On June 1, 2023, Choice replied by letter to Wyndham, refuting each of Wyndham’s assertions. Choice responded that: (i) the consideration offered by the Second Proposal represented a 29% premium to Wyndham’s closing stock on the date before the Unaffected Date, a 27% premium over Wyndham’s 60-day average stock price as of the Unaffected Date and a 21% premium to Wyndham’s 52-week average stock price, as well as a 14.7x last twelve months Adjusted EBITDA, as of March 31, 2023 and 14.2x 2023E EBITDA; (ii) since the completion of the spin-off of Wyndham in 2018, Choice’s stock had traded at a 3.5x higher enterprise value over consensus analysts’ research Adjusted EBITDA for the next twelve months, starting from the quarter following the referenced date multiple to Wyndham’s over that period; (iii) as compared to Wyndham’s projected 2.9% compound annual growth rate between January 1, 2023 and December 31, 2024, Choice is instead projected to grow at 7.5% during such time (each such growth rate based on analyst consensus projections, which exclude the

full reflection of the value derived from the successful August 2022 acquisition of Radisson); and (iv) Choice had, and still has, one of the strongest balance sheets in the industry and expects to be able to rapidly de-lever following the Proposed Combination. Choice restated that its evaluation of Wyndham’s financials was limited to public records and strongly encouraged the Wyndham Board to engage in a dialogue and clarify any misconceptions, possibly leading to even more value for Wyndham stockholders.

On June 2, 2023, Mr. Holmes informed Moelis that he was out of the country at sea and would be back in the U.S. on June 14 or 15. On June 14, 2023, Mr. Bainum spoke with Mr. Holmes who again expressed concerns regarding the mix of consideration and value. Mr. Holmes told Mr. Bainum that he was not willing to meet to discuss the latest proposal unless Choice signed a non-disclosure agreement (“NDA”). Mr. Bainum told Mr. Holmes that Choice was not willing to do so unless there was a meeting of the minds on a value range. Mr. Holmes expressed continued reluctance and told Mr. Bainum that Deutsche Bank Securities, Inc. (“Deutsche Bank”) was acting as Wyndham’s financial advisor and suggested that Moelis and Deutsche Bank speak directly.

Later that day, representatives of Moelis and Deutsche Bank spoke, and Deutsche Bank noted that Wyndham’s counsel, Kirkland & Ellis LLP (“K&E”), would be delivering a draft of the NDA to Choice’s legal counsel, Willkie Farr & Gallagher LLP (“Willkie”), and that Wyndham was unwilling to have any discussions whatsoever, including by financial advisors, unless and until the NDA was executed. Moelis responded that Choice would likely be unwilling to sign an NDA with an extended standstill that would restrict its strategic options to pursue the Proposed Combination, unless Wyndham acknowledged a willingness to transact and discuss relative valuation.

Later that day, Willkie received a draft of a three-year NDA, which included an 18-month mutual standstill provision (the “Standstill Provision”), generally preventing either party from acquiring any common stock of the other party (including arranging any financing with respect thereto), launching a proxy contest, announcing any intentions concerning the Proposed Combination and/or proposing any matters relating to the Proposed Combination be voted on by either party’s stockholders, among other restrictions, during the 18-month standstill period.

On June 15, 2023, representatives of K&E and Willkie discussed the proposed terms of the NDA. K&E relayed that the Second Proposal’s terms were not yet within a negotiable range, but also that, even though almost seven weeks had passed since it received the First Proposal, Wyndham did not have a fully formed view concerning its own, or Choice’s, market value. Given this explanation, Choice declined to enter into an NDA containing an extended Standstill Provision, as it believed Wyndham was not prepared to seriously consider the Proposed Combination or enter into good faith discussions concerning the transaction. During this call, K&E acknowledged and agreed with Willkie, contrary to the position taken by Deutsche Bank the previous day, that Choice and Wyndham could engage in discussions regarding a Proposed Combination without an NDA in place, so long as no confidential information was disclosed to the other party.

On June 22, 2023, Mr. Bainum, Mr. Holmes and the respective Chief Executive Officers of Choice, Patrick Pacious, and Wyndham, Geoffrey Ballotti, met in person to discuss the Second Proposal and the strategic rationale of the Proposed Combination. During this meeting, Choice indicated that it would also be willing to offer Wyndham stockholders the ability to elect their form of consideration, subject to a customary proration mechanism. Mr. Holmes expressed that Wyndham could likely agree to a transaction with some stock consideration but that Choice would need to offer significantly more cash in order to transact.

On June 28, 2023, Mr. Holmes called Mr. Bainum to tell him that Choice’s proposed price was still too low but did not indicate what price would be acceptable. Mr. Holmes also noted a preference for a higher percentage of cash consideration and a higher headline valuation, expressed his belief that the Choice Common Stock was overvalued and Wyndham Common Stock was undervalued at the time and cautioned against making the offer public. During these discussions, Mr. Holmes also expressed concerns about post-transaction liquidity for himself and other Wyndham stockholders.

On June 30, 2023, Mr. Bainum and Mr. Holmes had another call, during which Mr. Holmes stated that the Wyndham Board acknowledged the logic of the transaction but would not support the Proposed Combination if Choice did not increase the cash component of the offer. Mr. Bainum and Mr. Holmes agreed to speak again shortly.

On July 11, 2023, Choice issued a business update in which it reaffirmed its 2023 guidance and provided 2024 guidance of Adjusted EBITDA growth of greater than 10%. On the same day, Mr. Bainum and Mr. Holmes spoke again to discuss how the election mechanism Choice offered could result in more cash for Wyndham stockholders who desired cash relative to Choice Common Stock. For the first time, Mr. Holmes also raised a concern about potential regulatory issues relating to the Proposed Combination, including the potential for a prolonged approval process. Mr. Holmes again acknowledged the industrial logic of the Proposed Combination.

On July 14, 2023, Moelis and Deutsche Bank had a call to discuss historical data on various transactions involving potential cash and stock election mechanisms.

On August 14, 2023, Mr. Bainum and Mr. Holmes spoke again regarding the strategic rationale for the Proposed Combination. Mr. Bainum told Mr. Holmes he would like to meet to discuss the possibility of Choice increasing its offer to $90 per share.

On August 17, 2023, Mr. Bainum and Mr. Holmes met personally to discuss the Proposed Combination. Mr. Holmes requested that Choice send a proposal reflecting $90 per share in writing and asked for clarification regarding the proposed mix of cash and stock consideration. Mr. Bainum and Mr. Holmes discussed the threats the two companies faced from larger competitors and the strategic benefits of a Proposed Combination. Mr. Holmes again noted concerns with respect to the timing of regulatory approvals, which Wyndham viewed as an impediment to a transaction, regardless of valuation. Mr. Bainum expressed Choice’s confidence that regulatory approvals would be obtained and suggested that the companies’ respective counsels discuss regulatory and other matters. The following day, Willkie and K&E held a call to discuss the terms of the NDA, including the Standstill Provision, and certain regulatory aspects of the Proposed Combination.

Over the next two weeks, Choice had calls with numerous potential financing sources that confirmed their willingness to provide the debt financing that would be required in connection with the Proposed Combination.

On August 21, 2023, Mr. Bainum and Mr. Holmes spoke again. Mr. Holmes reiterated that, given Wyndham’s perception of the potential for a lengthy regulatory process, Wyndham would not transact even at a much higher valuation. Mr. Bainum expressed his disappointment and let Mr. Holmes know that Choice planned to send a revised offer to Wyndham reflecting $90 per share.

Choice subsequently submitted a third written offer to the Wyndham Board, increasing the proposed purchase price a second time to $90 per share, comprised of 55% cash and 45% Choice common stock (the “Third Proposal”). The Third Proposal also included a cash or stock election mechanism, which would provide Wyndham stockholders with the ability to choose either cash, stock, or a combination of both, subject to a customary proration mechanism, and maintained the earlier proposal for Wyndham stockholders to participate in the governance of the combined company.

Mr. Holmes responded by email to the Third Proposal on August 22, 2023, expressing concerns about: (i) the offer value relative to Wyndham’s future growth potential; (ii) the value of Choice’s stock; and (iii) the business and execution risk facing the Proposed Combination. However, Mr. Holmes did not raise leverage as a continuing concern at this time. Mr. Holmes concluded by stating his desire to end any correspondence regarding the Proposed Combination, a position he reversed the following day and made several claims regarding his recent discussions with Mr. Bainum. Mr. Bainum responded by email, reiterating Choice’s full commitment to pursuing the Proposed Combination and also refuting various claims made by Mr. Holmes. Mr. Bainum noted that Choice had been unwilling to agree to an extended Standstill Provision as a result of Wyndham’s refusal to engage in

meaningful or substantive discussions regarding price and indicated that Choice would be willing to sign an NDA with a standstill provision so that the parties could pursue confirmatory due diligence, if Wyndham were willing to engage in a constructive dialogue on price and other key terms of a transaction.

Both companies’ advisors continued to engage with one another, with discussions occurring over the course of that week. The discussions included a high-level evaluation of regulatory matters and the value of the proposed consideration. On August 24, 2023, representatives of Willkie and K&E had a call during which K&E noted that the Wyndham Board had three primary concerns: (i) absolute value, and noted, notwithstanding Choice’s initial proposal almost four months earlier, that Wyndham still did not have a fully formed view on its own value, (ii) the value of Choice’s stock and (iii) regulatory considerations. During a subsequent call on August 29, 2023, Willkie’s and K&E’s antitrust specialists discussed the potential antitrust considerations relating to the Proposed Combination, with timing and strategy as focal points. On this call, Wyndham’s counsel acknowledged and agreed with Choice’s counsel that the Proposed Combination has pro-competitive justifications.

On August 29, 2023, Mr. Holmes emailed Mr. Bainum to suggest the two coordinate a discussion with their financial advisors present.

On August 30, 2023, Mr. Bainum, Mr. Holmes and representatives from Moelis and Deutsche Bank engaged in further high-level discussions regarding the regulatory approval process and value of the proposed consideration. On this call, Mr. Holmes and his advisors again acknowledged the strategic rationale of the Proposed Combination. Mr. Holmes also expressed their concerns that the regulatory approval process could be extended and that, if they were to transact, they would require a six-month drop-dead date and a reverse termination fee representing 10% of Wyndham’s enterprise value based on the most recent Choice offer (approximately $1 billion), payable if Choice was unable to obtain all requisite regulatory approvals within six months. Choice was advised by its financial and legal advisors that Wyndham’s proposal was well outside of market norms.

On September 5, 2023, Choice, Wyndham and their respective financial advisors participated in another call, discussing the regulatory approval process and the value and cash/stock mix of the proposed consideration. During this call, Wyndham again acknowledged the industrial logic of the Proposed Combination and that the purchase price was in a negotiable range but reiterated its concern with the value of Choice’s stock. To allow Wyndham another opportunity to evaluate its purported concerns with the value of Choice’s stock, Choice proposed a one-way, short-term non-disclosure agreement, with no standstill provisions, to facilitate Wyndham’s access to certain confidential information about Choice’s business and the value of Choice’s stock (the “Short-Term NDA”), and invited Wyndham to prepare a list of due diligence inquiries regarding Choice. Wyndham expressed a commitment to understanding Choice’s views on the value of Choice’s stock and acknowledged that Wyndham having an opportunity to diligence Choice under the Short-Term NDA was a good solution. Subsequently, Willkie sent a draft of the Short-Term NDA to K&E.

On September 6, 2023, Moelis and Deutsche Bank engaged in further discussions, during which Deutsche Bank confirmed that Wyndham was willing to consider a transaction but that regulatory concerns represented a fundamental threshold issue that needed to be addressed. Moelis indicated that, while Choice had a different perspective on the regulatory timeframe, Choice was willing to agree to allocate risk in a way that would assuage Wyndham’s concerns.

During the course of the next week, Willkie and K&E had numerous calls and further discussed the due diligence request list and the Short-Term NDA. During this time, K&E stressed that regulatory risk allocation was a threshold issue for Wyndham and that Mr. Holmes would not take the current proposal to the Wyndham Board unless and until their regulatory concerns were fully addressed.

On September 12, 2023, K&E provided Willkie with an initial request list of due diligence items. During that week, Moelis and Deutsche Bank had two separate calls discussing such initial request list to address certain

changes Wyndham requested. However, despite broad alignment on the requests and the strategy for engagement and Choice’s willingness to provide its confidential business information (including three years of projections and other detailed financial metrics), Wyndham abruptly refused to engage further on the Short-Term NDA, and therefore, relinquished another opportunity to diligence Choice’s business and evaluate its stated concerns by gaining access to Choice’s non-public information.

During the week of September 18, 2023, Willkie and K&E had multiple calls to discuss certain regulatory matters and related considerations; in addition, Willkie continued to ask if Wyndham intended to enter into the short-term NDA. During a call on September 26, 2023, the parties discussed antitrust risk allocation, and K&E noted, without substantiation, that Wyndham had significant antitrust concerns notwithstanding the pro-competitive aspects of the Proposed Combination. Neither Wyndham nor its representatives ever provided comments to, or feedback on, the Short-Term NDA.

On September 26, 2023, representatives of Moelis and Deutsche Bank spoke and acknowledged that the parties had not made substantial progress, and Moelis expressed that Choice believed that Wyndham had no intention of meaningfully engaging regarding the Proposed Combination given that Wyndham was declining Choice’s offer of a one-way opportunity to diligence its confidential information in the face of Wyndham’s concerns regarding the value of Choice’s stock. Moelis explained to Deutsche Bank that, as a result of such continued refusals, Wyndham was leaving Choice with very few alternatives to advance the Proposed Combination and achieve the attendant stockholder benefits.

On September 27, 2023, Mr. Bainum and Mr. Holmes, along with their financial advisors, held a call. During this call, Choice offered to engage on risk allocation relating to regulatory matters, including two separate offers from Choice and its representatives to discuss mechanisms to enhance certainty and to alleviate Wyndham’s concerns on risk allocation and timing of closing, including a potential above-market reverse termination fee and a possible ticking fee. However, despite these demonstrated efforts to address Wyndham’s demands and progress toward an agreement, Wyndham made clear to Choice and its advisors that it was unwilling to proceed with further discussions regarding the Proposed Combination. Mr. Bainum reiterated that Choice was fully committed to the transaction as it believed the companies’ stockholders would see the long-term value of the Proposed Combination despite any perceived regulatory risk and that Choice was aware of all of its options to pursue a transaction. Mr. Holmes responded that Wyndham was prepared for any possibility.

On October 17, 2023, in response to Wyndham’s decision to cease discussions following months of intermittent engagement despite Choice’s many efforts to address Wyndham’s stated concerns, Choice issued a press release (the “First Public Offer”) and filed certain communications with the SEC, including a presentation to investors published to its company website, to provide the public with information about the Proposed Combination and the good-faith proposals offered to Wyndham with respect thereto and to urge the Wyndham Board to engage in a negotiated transaction. The First Public Offer highlighted the information Choice and its advisors had been attempting to stress to Wyndham privately to date, namely the industrial logic of the Proposed Combination and the value both companies’ stockholders and other constituents could realize in the event these two strong companies were to combine.

Later that day, Wyndham issued a press release formally rejecting the Third Proposal and reiterating its refusal to engage in further discussion regarding the Proposed Combination.

In an effort to facilitate further engagement, Choice issued a second press release on October 25, 2023, calling upon the Wyndham Board to engage meaningfully and progress towards a negotiated transaction. In addition, on or about October 25, 2023, Choice determined to engage Goldman Sachs & Co. LLC (“GS”) as an additional financial advisor in connection with the Proposed Combination.

On October 26, 2023, Wyndham hosted its quarterly earnings call for the period ended September 30, 2023, and released an investor presentation reaffirming and expanding upon Wyndham’s rationale for rejecting

Choice’s offers to date. Wyndham discussed: (i) the potentially uncertain regulatory timeline and limited downside protections for Wyndham stockholders thus far proposed by Choice, (ii) the uncertain value of shares of Choice Common Stock and (iii) Wyndham’s standalone prospects as well as the high pro forma leverage of the combined company. Mr. Holmes further confirmed on this call that Wyndham had previously sought to acquire Choice, reaffirming the industrial logic of a potential combination of the two companies.

On November 7, 2023, Choice hosted its quarterly earnings call for the period ended September 30, 2023, and released an investor presentation to discuss its third-quarter results and the Proposed Combination. Choice emphasized the merits of the Proposed Combination and expressed its continued desire to engage with Wyndham and pursue the Proposed Combination. Scott E. Oaksmith, Choice’s Chief Financial Officer, also confirmed on this call that Choice had purchased shares of Wyndham Common Stock.

On November 13, 2023, Choice began purchasing additional shares of Wyndham Common Stock on the open market. As of the date hereof, Choice owns 1,447,264 shares of Wyndham Common Stock.

On November 14, 2023, representatives of Moelis called Deutsche Bank to inform them Choice would be sending an enhanced proposal to the Wyndham Board with the goal of addressing the regulatory concerns regarding the Proposed Combination and to propose that the parties enter into a mutual non-disclosure agreement. During the call between Moelis and Deutsche Bank, a representative from Deutsche Bank acknowledged that (i) Wyndham had been tracking the trading prices of Choice’s stock, which appeared to be undervalued due to technical factors and, relatedly, (ii) a fair explanation for the rise in Wyndham’s share price since the First Public Offer was because of the market’s support of the Proposed Combination. Later that night, Choice submitted its fourth offer letter to Wyndham (the “Fourth Proposal”) reaffirming the Third Proposal’s purchase price, and proposing, among other things: (a) a $435 million reverse termination fee (representing approximately 6% of the total equity purchase price offered, payable if the transaction did not close due to the failure to obtain the required regulatory approvals); (b) a monthly ticking fee (representing 0.5% of the total purchase price), accruing daily after the one-year anniversary of signing the definitive transaction agreement payable upon the closing of the transaction; (c) an efforts clause obligating Choice to take actions required by antitrust regulators to close the Proposed Combination so long as such actions would not have a material adverse effect on the combined company; and (d) a limited, mutual non-disclosure agreement allowing for direct negotiations of binding agreements and confirmatory diligence between the companies, but not otherwise restricting Choice’s ability to continue preparations to pursue the Proposed Combination by other means, such as an exchange offer or proxy contest, given Wyndham’s disinclination to meaningfully engage to date. The Fourth Proposal again offered an opportunity for Wyndham to participate in the combined company’s governance in the form of two mutually acceptable independent members of the current Wyndham Board being nominated to the board of the combined company.

Following the contact with Deutsche Bank and Choice’s submission of the Fourth Proposal on November 14, 2023, Wyndham and its advisors made no attempts to engage Choice or its advisors. Instead, Wyndham released a letter publicly rejecting (and disclosing) the Fourth Proposal on November 21, 2023.

On November 16, 2023, Willkie was informed by the FTC that it had commenced a nonpublic investigation into the Proposed Combination. Following that call, Choice volunteered to meet with the FTC to explain the pro-competitive nature of the Proposed Combination. On December 5, 2023, Choice and its representatives met with representatives of the FTC to discuss the Proposed Combination and offered to provide the FTC with additional information regarding the hospitality market and its views on the merits of the Proposed Combination. On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the HSR Act. On January 11, 2024, Choice received a Second Request from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company.

On December 1, 2023, a representative of Deutsche Bank contacted Moelis to ask for clarification on certain terms of the Fourth Proposal, which Wyndham had publicly rejected over a week earlier on November 21, 2023, without contacting Choice or its advisors to discuss the proposal.

On December 5, 2023, K&E reached out to Willkie to ask if Choice would be willing to meaningfully increase the reverse termination fee included in the Fourth Proposal. Willkie informed K&E that Choice was prepared to discuss all material terms of the Proposed Combination but was unwilling to discuss any one term individually. K&E said it would discuss with Wyndham and get back to Willkie.

On December 12, 2023, Choice filed the registration statement of which this Exchange Offer is a part, and a Tender Offer Statement on Schedule TO related to this Offer.

Later that day, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices.

On January 22, 2024, Choice submitted a letter to Wyndham nominating eight individuals to be considered for election to the Wyndham Board at Wyndham’s 2024 annual meeting of stockholders. Based on Wyndham’s practice and Wyndham’s bylaws, Choice expects Wyndham’s 2024 annual meeting of stockholders to be held in the second calendar quarter of 2024. Choice intends to solicit proxies from Wyndham stockholders (and, when permitted, to distribute definitive proxy materials and proxy cards to Wyndham stockholders) to vote in favor of the election of our nominees at Wyndham’s 2024 annual meeting of stockholders. The Offer does not constitute a solicitation of proxies in connection with such matter. Any such solicitation will be made only pursuant to separate proxy materials complying with the requirements of the rules and regulations of the SEC.

On January 26, 2024, Choice filed amendments to the registration statement of which this Exchange Offer is a part, and the Tender Offer Statement on Schedule TO related to this Offer.

On February 14, 2024, Choice filed a preliminary proxy statement with the SEC for the Choice stockholders to approve the issuance of shares of Choice Common Stock in connection with the Proposed Combination, whether pursuant to the Exchange Offer and the Second-Step Mergers, a negotiated merger transaction or otherwise.

Over the Presidents’ Day weekend from February 16 - 20, 2024, Choice’s nominees for election to the Wyndham Board at Wyndham’s 2024 annual meeting of stockholders met with members of the Corporate Governance Committee of the Wyndham Board. Committee Chair Myra J. Biblowit and committee member Mukul V. Deoras each attended two of the meetings, committee member Pauline D.E. Richards attended five of the meetings and committee member Ronald L. Nelson attended seven of the meetings.

On February 22, 2024, Wyndham sent Choice a letter requesting detailed additional information related to one of the independent nominees for election to the Wyndham Board proposed by Choice.

On February 26, 2024, Wyndham filed a preliminary proxy statement on Schedule 14A to solicit proxies from Wyndham stockholders in connection with Wyndham’s 2024 annual meeting of stockholders. Based on Wyndham’s practice and Wyndham’s bylaws, Choice expects Wyndham’s 2024 annual meeting of stockholders to be held in the second calendar quarter of 2024.

REASONS FOR THE OFFER

The Choice Board is confident that the Proposed Combination of Choice and Wyndham represents a financially and strategically compelling, value-creating opportunity for Wyndham stockholders and Choice stockholders. Based on our discussions with many significant Wyndham stockholders and Choice stockholders, as well as franchisees of both companies, we believe there is broad support for the Offer. Wyndham has itself acknowledged the industrial logic and many of its stockholders appreciate the value that could be created by combining Choice and Wyndham, which Choice is convinced vastly outweighs anything Wyndham could or will achieve on its own. We believe the Offer is the best available option for Wyndham stockholders and franchisees to maximize the value of their respective investments.

We believe the Offer is financially compelling for the following reasons:

•

Attractive Valuation: Choice’s offer to Wyndham is comprised of $49.50 in cash and 0.324 shares of Choice Common Stock per share of Wyndham Common Stock, representing a value of $40.50 based on Choice’s trading price as of October 16, 2023, the Pre-Release Date, or a value of $36.56 based on Choice’s trading price as of February 23, 2024. As of the Pre-Release Date, the proposed offer price equates to a 30% premium to Wyndham’s closing share price of $69.10, and reflects a 14.9x multiple of Wyndham’s consensus 2023 Adjusted EBITDA estimate, a forward multiple Wyndham has never achieved, absent COVID-19 disruptions. The proposed offer price equates to an 8% premium to Wyndham’s closing share price of $79.49 on February 23, 2024.

•

We believe the Offer is strategically compelling for the following reasons:

•

nearly doubling the resources available to spend on marketing up to approximately $1.2 billion, which expands customer reach and drives direct bookings to franchisees’ hotels;

•

establishing a larger rewards member base with potentially 168 million members that is on par and able to effectively compete with the top global programs in hospitality;

•

improving value of franchisees’ real estate assets by enhancing applicable cap rates and cash flows resulting from affiliation with the combined company;

•

allowing franchisees to scale properties and create far greater conversion and co-branding opportunities;

•

offering guests a broader portfolio of brands, no matter their stay occasions, within a single system; and

•

Significant Synergies: Based on Choice management’s review and analysis of publicly available information about Wyndham, 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 evaluated the synergy opportunity by utilizing (1) benchmark comparable transactions, (2) its experiences from the Radisson acquisition, and (3) a bottom-up analysis using an extrapolation of operating costs across functional areas. Specifically Choice reviewed Wyndham’s public filings and the operating and general and administrative expense described therein as well as marketing, reservation, and loyalty expenses described therein. Choice’s synergy target is reflective of savings related to efficiencies gained in back-office and franchising processes and technologies resulting in an estimated annual EBITDA increase of approximately $150 million, the majority of which could be achieved within 24 months following the Second-Step Mergers. Wyndham stockholders would stand to benefit from their share of over $2 billion of potential value creation from the realization of such synergies, based on applying Choice’s Pre-Release Adjusted EBITDA for the next twelve months trading multiple of approximately 13.8x to such synergies. Choice’s management has a robust track record of realizing cost savings and is therefore well-positioned to deliver synergies faster, more efficiently, and with a greater impact. In projecting these synergies, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the majority of the projected synergies cannot be realized within the expected 24-month time period or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in its projections and actual results may differ materially from Choice’s expectations.

•

Enhanced Competitive Position: Based on Choice management’s review and analysis of publicly available information about Wyndham, the combined company’s expected total revenue and annual Adjusted EBITDA for 2024 is approximately $3.1 billion and $1.4 billion, which includes run-rate cost synergies of approximately $150 million, respectively, being generated by potentially millions of unique guests annually and 168 million rewards members staying across a portfolio of 16,360 hotels and 1.43 million rooms. Choice evaluated the synergy opportunity by utilizing (1) benchmark comparable transactions, (2) its experiences from the Radisson acquisition, and (3) a bottom-up analysis using an extrapolation of operating costs across functional areas. Specifically Choice reviewed Wyndham’s public filings and the operating and general and administrative expense described therein

as well as marketing, reservation, and loyalty expenses described therein. Choice’s synergy target is reflective of savings related to efficiencies gained in back-office and franchising processes and technologies resulting in an estimated annual EBITDA increase of approximately $150 million, the majority of which could be achieved within 24 months following the Second-Step Mergers. We believe this would increase the combined company’s competitive position against larger industry players, which includes lodging peers (e.g., traditional hotel companies such as Marriott and Hilton), online distributors (e.g., Expedia and Booking Holdings, etc.) and alternative accommodation providers (e.g., Airbnb and VRBO, etc.). Based on Choice management’s review and analysis of publicly available information about Wyndham, the combined company is also expected to create a leading platform to broaden its offerings in the expanding global lodging market, which was at $411 billion in 2022 and expected to reach $744 billion in 2028, approximately $25 billion in gross rooms revenue, 150 million plus annual check-ins, 300 million plus occupied rooms/nights, $411 billion global lodging and $133 billion US lodging total addressable market metrics. Based on Choice management’s review and analysis of publicly available information about Wyndham, Choice also believes that the combined company is projected to grow rapidly at a rate of 7-10% on an annualized basis. The Choice Board believes this will allow the combined company to be strategically positioned to grow its share, increase efficiency, and allow for excess cash flow generation to fund continuous deleveraging and innovation. Customers of the combined company would benefit from having streamlined and integrated end-to-end solutions and services. In projecting the combined company’s enhanced competitive position, Choice and its management are relying on publicly available information regarding Wyndham. Because the Wyndham Board has refused to provide access to non-public information or otherwise allow Choice to engage in due diligence, it is possible that upon receiving non-public information regarding Wyndham, Choice may determine that the full scope of the projected improvements in strategic positioning cannot be realized within the time periods set forth above or at all. Without receiving access to due diligence materials, it is not possible for Choice to confirm the assumptions used in its projections and actual results may differ materially from Choice’s expectations.

•

Other than the obstacles imposed by the Wyndham Board, including the hurdles that Wyndham can facilitate the elimination of described in the Anti-Takeover Devices Condition, we believe there are no material obstacles to consummating the Offer and the Second-Step Mergers within a reasonable timeframe:

•

Regulatory Hurdles to Business Combination: We are confident that we will be able to obtain the acquired regulatory approvals to complete the Offer and the Second-Step Mergers within a reasonable timeframe. If there are any objections from applicable regulatory agencies, we do not believe such agencies will impose terms or conditions in order to resolve potential objections that would adversely and materially affect the anticipated operations and financial results of the combined company. We have committed to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company.

•

Available Financial Resources: Choice expects to have sufficient cash resources available to complete the transactions contemplated by the Exchange Offer and the Second-Step Mergers. In addition to cash on hand, Choice currently intends to borrow or otherwise finance up to approximately $6.0 billion to complete the acquisition of Wyndham, repay Wyndham’s indebtedness, if required, and pay related transaction expenses. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for such amounts; however, Choice has not negotiated the terms of, or entered into, any such financing agreement and Choice cannot provide any assurances that such financing will be available when and as needed or on terms that Choice believes to be commercially reasonable.

We realize there can be no assurance about future results, including results expected as described in the reasons listed above, such as assumptions regarding potential synergies or other benefits expected to be realized following the Offer. Choice’s reasons for the Offer and all other information in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections of this Exchange Offer titled “Risk Factors” and “Forward-Looking Statements.”

THE OFFER

Overview

Choice is offering to exchange, for each issued and outstanding share of Wyndham Common Stock, at the election of the holder:

•

the Standard Election Consideration set forth on the cover page of this Exchange Offer;

•

the Cash Election Consideration set forth on the cover page of this Exchange Offer; or

•

the Stock Election Consideration set forth on the cover page of this Exchange Offer; and, in each case,

subject to the election and proration procedures and the Additional Consideration described under the sections below titled “The Offer—Elections and Proration—Over-Election of Cash,” “The Offer—Elections and Proration—Under-Election of Cash” and The Offer—Elections and Proration—Additional Consideration” below.

We will not allot or issue fractional shares of Choice Common Stock to holders of Wyndham Common Stock who accept the Offer. To the extent that you would be entitled to fractional shares, those fractional entitlements will be aggregated and, if a fractional share results from such aggregation, you will be entitled to receive, in lieu of such fractional share, an amount in cash determined by multiplying the fractional share by a price equal to the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer.

The Offer will expire at 5:00 p.m., New York City time, on March 8, 2024, unless Choice extends the period of time for which the Offer is open, in which case the Expiration Time will be the latest time and date on which the Offer, as so extended, expires.

The Offer is subject to a number of conditions, which are described in the section of this Exchange Offer titled “The Offer—Conditions to the Offer.” Choice expressly reserves the right, subject to the applicable rules and regulations of the SEC, to waive any condition of the Offer described herein in its discretion, except for the Competition Laws Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition, each of which cannot be waived. Choice expressly reserves the right to make any changes to the terms and conditions of the Offer (subject to any obligation to extend the Offer pursuant to the applicable rules and regulations of the SEC). Immediately prior to the scheduled expiration of the Offer, Choice shall have determined, in its reasonable discretion, whether the conditions to the Offer are satisfied. If, in the reasonable judgment of Choice, any of the conditions to the Offer remain unsatisfied at such time, other than the Competition Laws Condition, Choice will waive such unsatisfied condition (except for the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition) or will extend, terminate or amend the Offer. If the Competition Laws Condition is the only condition that has not been satisfied or waived at the Expiration Time, Choice may choose not to extend, terminate or withdraw the Offer, in which case stockholders would be unable to tender their shares into the Offer while the Competition Laws Condition is pending. Stockholders who have validly tendered their shares prior to the Expiration Time will still be permitted to properly withdraw their shares prior to acceptance of such shares by Choice. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights” for more information regarding proper withdrawal of tendered shares. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time.

the surviving corporation, after which Wyndham would be a direct or indirect, wholly owned subsidiary of Choice. Choice made numerous attempts to engage the Wyndham Board, making three private proposals between April and September 2023, increasing its proposed purchase price each time. As the Wyndham Board rejected each private proposal and refused to engage in meaningful discussions, Choice announced its offer to acquire Wyndham publicly on October 17, 2023. Following Wyndham’s public rejection of that proposal, Choice made a fourth proposal privately to Wyndham on November 14, 2023, reaffirming the economic and other terms of the prior proposal. Choice also proposed a regulatory termination fee, a ticking fee if the transaction did not close by a certain date and a proposal to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. The regulatory termination fee would have been payable if the transaction did not close due to the failure to obtain the requisite regulatory approvals and the ticking fee would have been payable upon a successful closing, if applicable. Choice also offered a mutual non-disclosure agreement to allow the parties to conduct confirmatory due diligence. On November 13, 2023, Choice began purchasing shares of Wyndham Common Stock on the open market. As of the date of this Offer, Choice has acquired in excess of $110 million of Wyndham Common Stock. On November 21, 2023, Wyndham publicly rejected the proposed terms of Choice’s offer made on November 14, 2023. On December 12, 2023, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices. See the section of this Offer titled “Background of the Offer” for more information. In addition to rejecting each offer, the Wyndham Board declined Choice’s repeated requests for confidential mutual, confirmatory due diligence. Due to Wyndham’s unwillingness to even discuss the proposal for a negotiated transaction with Choice and the Wyndham Board’s public statements with respect to Choice’s prior proposals, and because Choice does not believe that it is appropriate for the Wyndham Board to have a veto right over whether the Offer is made available to Wyndham stockholders, Choice is making the Offer directly to Wyndham stockholders upon the terms and subject to the conditions set forth in this Exchange Offer as an alternative to a negotiated transaction. See the section of this Exchange Offer titled “Background of the Offer.”

In the event Choice accepts shares of Wyndham Common Stock for exchange in the Offer, Choice intends to acquire Wyndham pursuant to the Second-Step Mergers. The consideration payable to Wyndham stockholders in the Second-Step Mergers is described in more detail in this Exchange Offer. After the Second-Step Mergers, former remaining Wyndham stockholders will no longer have any ownership interest in Wyndham and, other than those Wyndham stockholders who receive only the Cash Election Consideration and cash in respect of any Additional Consideration that may be payable, will be stockholders of Choice.

Subject to applicable law, Choice reserves the right to amend or terminate the Offer, including in connection with entering into a merger agreement with Wyndham. Holders of Wyndham Common Stock should be aware that no merger agreement has been entered into between Choice and Wyndham.

Elections and Proration

Elections

Each tendering Wyndham stockholder may:

•

elect to receive the Standard Election Consideration set forth on the cover page of this Exchange Offer;

•

elect to receive the Cash Election Consideration set forth on the cover page of this Exchange Offer; or

•

elect to receive the Stock Election Consideration set forth on the cover page of this Exchange Offer; and, in each case,

The letter of election and transmittal will allow each holder of Wyndham Common Stock to elect to receive only one type of consideration in the form of the Stock Election Consideration or the Cash Election Consideration, subject to proration, or Standard Election Consideration, and in each case, the Additional Consideration, if any.

Choice will issue a press release on the 10th Business Day preceding the scheduled date of expiration of the Offer, which will specify the equivalent market value of the Standard Election Consideration and the resulting amount of the Cash Election Consideration and the number of shares of Choice Common Stock comprising the Stock Election Consideration, subject to proration, as applicable.

Cash Payable in the Offer and the Second-Step Mergers

Choice plans to pay an aggregate of approximately $4.1 billion in cash in the Offer and the Second-Step Mergers, excluding any cash payable in respect of the Additional Consideration. In order to reserve a proportionate amount of cash for payment in the Second-Step Mergers, Choice will pay pursuant to the Offer the Total Cash Payable in the Offer equal to approximately $4.1 billion multiplied by the percentage of the shares of Wyndham Common Stock on a diluted basis (including shares of Wyndham Common Stock owned by Choice or its subsidiaries) that are tendered and accepted for exchange in the Offer. For this purpose, Choice has estimated and will therefore assume that the number of shares of Wyndham Common Stock on a diluted basis (including shares of Wyndham Common Stock owned by Choice or its subsidiaries) is 82.9 million.

As a result, the Total Cash Payable in the Offer will equal:

•

Approximately $4.1 billion, multiplied by

•

the number of shares of Wyndham Common Stock that are tendered and accepted for exchange in the Offer, divided by

•

82.9 million.

Over-Election of Cash

If, after taking into account elections by tendering Wyndham stockholders, the cash payable in the Offer would otherwise be greater than the Total Cash Payable in the Offer, the number of shares of Wyndham Common Stock covered by Cash Elections will be deemed reduced pro rata by the least amount required so that the cash payable in the Offer is no longer greater than the Total Cash Payable in the Offer (and the shares of Wyndham Common Stock no longer covered by Cash Elections as a result of such pro rata reduction will thereupon automatically be deemed to be covered by Stock Elections). For the avoidance of doubt, the Standard Election will not be subject to proration as set forth in this Exchange Offer.

Under-Election of Cash

If, after taking into account elections by tendering Wyndham stockholders, the cash payable in the Offer would otherwise be less than the Total Cash Payable in the Offer, the number of shares of Wyndham Common Stock covered by Stock Elections will be deemed reduced pro rata by the least amount required so that the cash payable in the Offer is no longer less than the Total Cash Payable in the Offer (and the shares of Wyndham

Common Stock no longer covered by Stock Elections as a result of such pro rata reduction will thereupon automatically be deemed to be covered by Cash Elections). For the avoidance of doubt, the Standard Election will not be subject to proration as set forth in this Exchange Offer.

Prorating and Rounding

For purposes of performing any proration described in the sections titled “The Offer—Elections and Proration—Over-Election of Cash” and “The Offer—Elections and Proration—Under-Election of Cash,” the proration will initially be performed pro rata in accordance with the number of shares of Wyndham Common Stock covered by each applicable election subject to proration without rounding and then, for each election that has been prorated, the reduction in the number of shares of Wyndham Common Stock covered by such election as a result of the proration will be rounded to the nearest whole share of Wyndham Common Stock. For the avoidance of doubt, the Standard Election will not be subject to proration as set forth in this Exchange Offer.

Additional Consideration

In the event the Competition Laws Condition remains unsatisfied as of the Ticking Fee Commencement Date, each tendering Wyndham stockholder will be entitled to receive Additional Consideration subject to, and conditioned upon, the acceptance of the shares tendered into the Offer. The Additional Consideration shall be payable in cash or shares of Choice Common Stock, valued at the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10^th Business Day preceding the scheduled date of expiration of the Offer, at Choice’s election. If the Offer will expire following the Ticking Fee Commencement Date, then Choice will issue a press release stating the amount of the Additional Consideration and the Additional Consideration Election on the 10th Business Day preceding the scheduled date of expiration of the Offer.

Consequences of Tendering with No Election

Wyndham stockholders who tender their shares of Wyndham Common Stock in the Offer but do not make a valid election will be treated as if they made the Standard Election.

Consideration Payable in the Second-Step Mergers

In the Second-Step Mergers, each remaining share of Wyndham Common Stock (other than shares held by Choice and its subsidiaries (which as of the date of this Offer is 1,447,264 shares of Wyndham Common Stock) and shares held in treasury by Wyndham and other than shares held by Wyndham stockholders who properly exercise applicable dissenters’ rights under Delaware law) will be cancelled and converted into the right to receive, with respect to such stockholders’ shares, the Cash Election Consideration or the Stock Election Consideration, subject to proration, or the Standard Election Consideration, and the receipt of Additional Consideration, if any. See the section of this Exchange Offer titled “The Offer—Purpose of the Offer; Second-Step Mergers.”

Expiration of the Offer

The Offer is scheduled to expire at 5:00 p.m., New York City time, on March 8, 2024, unless extended by Choice. For more information, you should read the discussion under the section of this Exchange Offer titled “The Offer—Extension, Termination and Amendment.”

Extension, Termination and Amendment

which the Offer is open; (2) to delay acceptance for exchange of, or the exchange of, shares of Wyndham Common Stock in order to comply in whole or in part with applicable law (any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires Choice to pay the consideration offered or to return shares of Wyndham Common Stock deposited by or on behalf of Wyndham stockholders promptly after the termination or withdrawal of the Offer); (3) to amend or terminate the Offer without accepting for exchange or exchanging any shares of Wyndham Common Stock under circumstances where any of the conditions referred to in the section of this Exchange Offer titled “The Offer—Conditions to the Offer” have not been satisfied or if Choice or any of its subsidiaries enters into a definitive agreement or announces an agreement in principle with Wyndham providing for a merger or other business combination or transaction with or involving Wyndham or any of its subsidiaries, or the purchase or exchange of securities or assets of Wyndham or any of its subsidiaries, or Choice and Wyndham reach any other agreement or understanding, in either case, pursuant to which it is agreed or provided that the Offer will be terminated; and (4) to amend the Offer or to waive any conditions to the Offer at any time, except for the Competition Laws Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition, in each case by giving oral or written notice of such delay, termination, waiver or amendment to the Exchange Agent and by making public announcement thereof.

Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time. Subject to applicable law (including Rules 14d-4(d)(i), 14d-6(c) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to Wyndham stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform stockholders of such changes) and without limiting the manner in which we may choose to make any public announcement, Choice will have no obligation to publish, advertise or otherwise communicate any information of this type, other than by issuing a press release or other announcement.

Rule 14e-1(c) under the Exchange Act requires Choice to pay the consideration offered or return the shares of Wyndham Common Stock tendered promptly after the termination or withdrawal of the Offer.

If Choice increases or decreases the percentage of shares of Wyndham Common Stock being sought or the consideration offered in the Offer and the Offer is scheduled to expire at any time before the expiration of ten Business Days from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified above, the Offer will be extended until the expiration of ten Business Days from, and including, the date of such notice. If Choice makes a material change in the terms of the Offer (other than a change in the percentage of securities sought or the consideration offered in the Offer) or in the information concerning the Offer, or waives a material condition of the Offer, Choice will extend the Offer, if required by applicable law, for a period sufficient to allow Wyndham stockholders to consider the amended terms of the Offer. Choice will comply with Rule 14d-4(d)(2) under the Exchange Act in connection with material changes to the terms of the Offer.

This Offer and all other relevant materials are being mailed to record holders of shares of Wyndham Common Stock and furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on Wyndham’s stockholders lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of Wyndham Common Stock by Choice.

As used in this Exchange Offer, “Business Day” means: any day other than a Saturday, Sunday or federal holiday, and consisting of the time period from 12:01 a.m. through 12:00 midnight, New York City time. If, prior to the Expiration Time, Choice increases the consideration being exchanged for shares of Wyndham Common Stock pursuant to the Offer, such increased consideration will be received by all stockholders whose shares of

Wyndham Common Stock are exchanged pursuant to the Offer, whether or not such shares of Wyndham Common Stock were tendered prior to the announcement of the increase of such consideration.

No subsequent offering period will be available after the Offer.

Exchange of Shares of Wyndham Common Stock; Delivery of Choice Common Stock

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Choice will accept for exchange promptly after the Expiration Time all shares of Wyndham Common Stock validly tendered and not properly withdrawn (in accordance with the procedure set out in the section of this Exchange Offer titled “The Offer—Withdrawal Rights”) prior to the Expiration Time, unless the Competition Laws Condition remains unsatisfied following the Expiration Time. In that case, Choice will accept for exchange all shares of Wyndham Common Stock validly tendered and not properly withdrawn promptly after the satisfaction of the Competition Laws Condition, if the Offer is not terminated or withdrawn prior to the satisfaction of the condition. Stockholders who have validly tendered their shares prior to the Expiration Time will still be permitted to properly withdraw their shares prior to acceptance. Choice will exchange all shares of Wyndham Common Stock validly tendered and not withdrawn promptly following the acceptance of shares of Wyndham Common Stock for exchange pursuant to the Offer. Choice expressly reserves the right, in its discretion, but subject to the applicable rules and regulations of the SEC, to delay acceptance for and thereby delay exchange of shares of Wyndham Common Stock in order to comply in whole or in part with applicable laws or if any of the conditions referred to in the section of this Exchange Offer titled “The Offer—Conditions to the Offer” have not been satisfied or if any event specified in that section has occurred.

In all cases, Choice will exchange all shares of Wyndham Common Stock tendered and accepted for exchange pursuant to the Offer only after timely receipt by the Exchange Agent of (1) the certificates representing such shares of Wyndham Common Stock (or a timely confirmation of a book-entry transfer of such shares of Wyndham Common Stock into the Exchange Agent’s account at DTC, pursuant to the procedures set forth in the section of this Exchange Offer titled “The Offer—Procedure for Tendering” (“Book-entry Confirmation”)), (2) the letter of election and transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message and (3) any other documents required under the letter of election and transmittal. An “Agent’s Message” means: a message transmitted by DTC to, and received by, the Exchange Agent and forming a part of the Book-entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC tendering the shares of Wyndham Common Stock that are the subject of such Book-entry Confirmation, that such participant has received and agrees to be bound by the letter of election and transmittal and that Choice may enforce such agreement against such participant.

For purposes of the Offer, Choice will be deemed to have accepted for exchange, and thereby exchanged, shares of Wyndham Common Stock validly tendered and not properly withdrawn, if and when Choice gives oral or written notice to the Exchange Agent of Choice’s acceptance for exchange of such shares of Wyndham Common Stock pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, exchange of shares of Wyndham Common Stock accepted for exchange pursuant to the Offer will be made by deposit of the Offer Consideration being exchanged therefor with the Exchange Agent, which will act as agent for tendering Wyndham stockholders for the purpose of receiving the Offer Consideration from Choice and transmitting such offer consideration to tendering Wyndham stockholders whose shares of Wyndham Common Stock have been accepted for exchange. Under no circumstances will Choice pay interest on the Offer Consideration for shares of Wyndham Common Stock, regardless of any extension of the Offer or other delay in making such exchange.

If any tendered shares of Wyndham Common Stock are not accepted for exchange for any reason, or if certificates representing such shares of Wyndham Common Stock are submitted evidencing more shares of Wyndham Common Stock than are tendered, certificates evidencing unexchanged or untendered shares of

Wyndham Common Stock will be returned, without expense, to the tendering Wyndham stockholder (or, in the case of Wyndham Common Stock tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the procedures set forth below under the section in this Exchange Offer titled “The Offer—Procedure for Tendering,” such shares of Wyndham Common Stock will be credited to an account maintained at DTC), as promptly as practicable following expiration or termination of the Offer.

Choice reserves the right to transfer or assign, in whole or in part from time to time to one or more of its affiliates, the right to exchange all or any portion of the shares of Wyndham Common Stock tendered pursuant to the Offer, but any such transfer or assignment will not relieve Choice of its obligations under the Offer or prejudice the rights of the tendering Wyndham stockholders to exchange shares of Wyndham Common Stock validly tendered and accepted for exchange pursuant to the Offer.

Cash in Lieu of Fractional Choice Common Stock

We will not allot or issue fractional shares of Choice Common Stock to holders of Wyndham Common Stock who accept the Offer. To the extent that you would be entitled to fractional shares, those fractional entitlements will be aggregated, and if a fractional share results from such aggregation, you will be entitled to receive, in lieu of such fractional share, an amount in cash determined by multiplying the fractional share by a price equal to the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer.

Procedure for Tendering

In order for Wyndham stockholders to validly tender shares of Wyndham Common Stock pursuant to the Offer, the Exchange Agent must receive prior to the Expiration Time the letter of election and transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the letter of election and transmittal, at one of its addresses set forth on the back cover of this Exchange Offer and either (1) the certificates representing tendered shares of Wyndham Common Stock must be received by the Exchange Agent at such address or such shares of Wyndham Common Stock must be tendered pursuant to the procedure for book-entry transfer described below and the Book-entry Confirmation must be received by the Exchange Agent (including an Agent’s Message), in each case prior to the Expiration Time, or (2) the tendering Wyndham stockholder must comply with the guaranteed delivery procedures described below.

Wyndham stockholders who wish to tender their shares should complete the “Exchange Offer Election” section in the letter of election and transmittal to elect the type of consideration to be received in exchange for the shares of Wyndham Common Stock being tendered thereby. Wyndham stockholders who tender their shares of Wyndham Common Stock but do not make a valid election will be treated as if they made the Standard Election. See the section in this Exchange Offer titled “The Offer—Elections and Proration.”

The method of delivery of share certificates and all other required documents, including delivery through DTC, is at the option and risk of the tendering Wyndham stockholder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Book-Entry Transfer. The Exchange Agent will establish accounts with respect to the shares of Wyndham Common Stock at DTC for purposes of the Offer. Any financial institution that is a participant in the system of DTC may make a book-entry delivery of shares of Wyndham Common Stock by causing DTC to transfer such shares of Wyndham Common Stock from the common CUSIP account to the CONTRA CUSIP account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of shares of Wyndham Common Stock may be effected through book-entry transfer at DTC, an Agent’s Message and any other required

documents must, in any case, be received by the Exchange Agent at one of its addresses set forth on the back cover of this Exchange Offer prior to the Expiration Time. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

Signature Guarantees. A signature guarantee is required on a letter of election and transmittal (1) if the letter of election and transmittal is signed by a registered holder of shares of Wyndham Common Stock and/or has completed either the box titled “Special Issuance or Payment Instructions” or the box titled “Special Delivery Instructions” on the letter of election and transmittal or (2) if shares of Wyndham Common Stock are tendered for the account of a financial institution that is a member of the Security Transfer Agent Medallion Signature Program, or by any other “Eligible Guarantor Institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each an “Eligible Institution”). All signatures on letters of election and transmittal must be guaranteed by an Eligible Institution. If a certificate representing shares of Wyndham Common Stock is registered in the name of a person other than the signer of the letter of election and transmittal, then such certificate must be endorsed or accompanied by appropriate stock powers in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate, with the signature(s) on such certificate or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the letter of election and transmittal.

Guaranteed Delivery. If a Wyndham stockholder desires to tender shares of Wyndham Common Stock pursuant to the Offer and such stockholder’s certificates representing such shares of Wyndham Common Stock are not immediately available, such stockholder cannot deliver such certificates and all other required documents to the Exchange Agent prior to the Expiration Time, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such shares of Wyndham Common Stock may nevertheless be tendered, provided that all the following conditions are satisfied:

the tender is made by or through an Eligible Institution;

a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Choice, is received by the Exchange Agent prior to the Expiration Time as provided below; and

the share certificates (or Book-entry Confirmation) representing all tendered shares of Wyndham Common Stock, in proper form for transfer, in each case together with the letter of election and transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the letter of election and transmittal), and any other documents required by the letter of election and transmittal, are received by the Exchange Agent within two NYSE trading days after the date of execution of such notice of guaranteed delivery.

The notice of guaranteed delivery may be delivered by mail or by email to the Exchange Agent and must include a guarantee by an Eligible Institution in the form set forth in such notice of guaranteed delivery.

In all cases, exchange of shares of Wyndham Common Stock tendered and accepted for exchange pursuant to the Offer will be made only after timely receipt by the Exchange Agent of the certificates representing such shares of Wyndham Common Stock, or the Book-entry Confirmation of the delivery of such shares of Wyndham Common Stock, and the letter of election and transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the letter of election and transmittal.

Determination of Validity. Choice’s interpretation of the terms and conditions of the Offer (including the letter of election and transmittal and the instructions thereto) will be final and binding to the fullest extent permitted by law, subject to any challenge thereof by a stockholder in a court of competent jurisdiction. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any shares of Wyndham Common Stock will be determined by

Choice in its discretion, which determination shall be final and binding to the fullest extent permitted by law, subject to any challenge thereof by a stockholder in a court of competent jurisdiction. Choice reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. Choice also reserves the absolute right to waive any condition of the Offer to the extent permitted by applicable law except for the Competition Laws Condition, the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition or any defect or irregularity in the tender of any shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Wyndham Common Stock will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of Choice or any of its respective affiliates or assigns, the dealer managers, the Exchange Agent, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

A tender of shares of Wyndham Common Stock pursuant to any of the procedures described above will constitute the tendering Wyndham stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering Wyndham stockholder’s representation and warranty to Choice that (1) such stockholder owns the tendered shares of Wyndham Common Stock (and any and all other shares of Wyndham Common Stock or other securities issued or issuable in respect of such shares of Wyndham Common Stock), (2) the tender complies with Rule 14e-4 under the Exchange Act, (3) such stockholder has the full power and authority to tender, sell, assign and transfer the tendered shares of Wyndham Common Stock (and any and all other shares of Wyndham Common Stock or other securities issued or issuable in respect of such shares of Wyndham Common Stock) and (4) when the same are accepted for exchange by Choice, Choice will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

The acceptance for exchange by Choice of shares of Wyndham Common Stock pursuant to any of the procedures described above will constitute a binding agreement between the tendering Wyndham stockholder and Choice upon the terms and subject to the conditions of the Offer.

Appointment. By executing a letter of election and transmittal, or through delivery of an Agent’s Message, as set forth above, a tendering Wyndham stockholder irrevocably appoints designees of Choice as such stockholder’s agents, attorneys-in-fact and proxies, each with full power of substitution, in the manner set forth in the letter of election and transmittal, to the full extent of such stockholder’s rights with respect to the shares of Wyndham Common Stock tendered by such stockholder and accepted for exchange by Choice (and with respect to any and all other shares of Wyndham Common Stock or other securities issued or issuable in respect of such shares of Wyndham Common Stock on or after the date of the commencement of the Offer). All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered shares of Wyndham Common Stock (and such other shares of Wyndham Common Stock and securities). Such appointment will be effective when, and only to the extent that, Choice accepts such shares of Wyndham Common Stock for exchange. Upon appointment, all prior powers of attorney and proxies given by such stockholder with respect to such shares of Wyndham Common Stock (and such other shares of Wyndham Common Stock and securities) will be revoked, without further action, and no subsequent powers of attorney or proxies may be given nor any subsequent written consent executed by such stockholder (and, if given or executed, will not be deemed to be effective) with respect thereto. The designees of Choice will, with respect to the shares of Wyndham Common Stock (and such other shares of Wyndham Common Stock and securities) for which the appointment is effective, be empowered to exercise all voting, consent and other rights of such stockholder as they in their discretion may deem proper at any annual or special meeting of Wyndham stockholders or any adjournment or postponement thereof, by written consent in lieu of any such meeting or otherwise. Choice reserves the right to require that, in order for shares of Wyndham Common Stock to be deemed validly tendered, immediately upon Choice’s acceptance of shares of Wyndham Common Stock for

exchange, Choice must be able to exercise full voting, consent and other rights with respect to such shares of Wyndham Common Stock (and such other shares of Wyndham Common Stock and securities).

The foregoing proxies are effective only upon acceptance for exchange of shares of Wyndham Common Stock tendered pursuant to the Offer. The Offer does not constitute a solicitation of proxies (absent an exchange of shares of Wyndham Common Stock) for any meeting of Wyndham stockholders, which will be made only pursuant to separate proxy materials complying with the requirements of the rules and regulations of the SEC.

Withdrawal Rights

Tenders of shares of Wyndham Common Stock made pursuant to the Offer are irrevocable except that such shares of Wyndham Common Stock may be withdrawn at any time prior to the Expiration Time and, if Choice has not accepted shares of Wyndham Common Stock for exchange, at any time following 60 calendar days from commencement of the Offer, which was February 10, 2024. If Choice elects to extend the Offer, is delayed in its acceptance for exchange of shares of Wyndham Common Stock or is unable to accept shares of Wyndham Common Stock for exchange pursuant to the Offer for any reason, then, without prejudice to Choice’s rights under the Offer, the Exchange Agent may, on behalf of Choice, retain tendered shares of Wyndham Common Stock, and such shares of Wyndham Common Stock may not be withdrawn except to the extent that tendering Wyndham stockholders are entitled to withdrawal rights as described in this section. Any such delay will be by extension of the Offer to the extent required by law. See the section of this Exchange Offer titled “The Offer—Extension, Termination and Amendment.”

For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Exchange Agent at its address set forth on the back cover page of this Exchange Offer. Any such notice of withdrawal must specify the name of the person who tendered the shares of Wyndham Common Stock to be withdrawn, the number of shares of Wyndham Common Stock to be withdrawn and the name of the registered holder of such shares of Wyndham Common Stock, if different from that of the person who tendered such shares of Wyndham Common Stock. If certificates representing shares of Wyndham Common Stock to be withdrawn have been delivered or otherwise identified to the Exchange Agent, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Exchange Agent and, unless such shares of Wyndham Common Stock have been tendered by or for the account of an Eligible Institution, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares of Wyndham Common Stock have been tendered pursuant to the procedure for book-entry transfer as set forth in the section of this Exchange Offer titled “The Offer—Procedure for Tendering,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn shares of Wyndham Common Stock.

Withdrawals of tendered shares of Wyndham Common Stock may not be rescinded. Any tendered shares of Wyndham Common Stock properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn shares of Wyndham Common Stock may be re-tendered at any time prior to the Expiration Time by following one of the procedures described in the section of this Exchange Offer titled “The Offer—Procedure for Tendering.”

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Choice in its discretion, which determination will be final and binding to the fullest extent permitted by law, subject to any challenge thereof by a stockholder in a court of competent jurisdiction. None of Choice or any of its respective affiliates or assigns, the dealer managers, the Exchange Agent, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Announcement of Results of the Offer

Choice will announce the final results of the Offer, including whether all of the conditions to the Offer have been satisfied or waived and whether Choice will accept the tendered shares of Wyndham Common Stock for exchange after the Expiration Time. The announcement will be made by a press release.

Material U.S. Federal Income Tax Consequences

The following is a general discussion of the material U.S. federal income tax consequences to U.S. holders (as defined to below) of Wyndham Common Stock whose shares are exchanged pursuant to the Offer and/or the First Merger for shares of Choice Common Stock and/or cash. The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder, rulings, judicial decisions and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address all aspects of U.S. federal income taxes and does not deal with foreign, state, local or other tax considerations, such as estate and gift tax laws, that may be relevant to U.S. holder in light of their particular circumstances (including Medicare contribution tax on net investment income). We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the Offer or the Second-Step Mergers or the ownership or disposition of Choice Common Stock.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of shares of Wyndham Common Stock or Choice Common Stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is: (1) a citizen or resident of the United States; (2) a corporation (or any other entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia; (3) a trust if (x) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or (4) an estate that is subject to U.S. federal income tax on its worldwide income regardless of its source.

The following discussion applies only to U.S. holders of shares of Wyndham Common Stock, or shares of Choice Common Stock received in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger, who hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to U.S. holders in light of their particular circumstances and does not apply to U.S. holders subject to special treatment under the U.S. federal income tax laws (such as, dealers or brokers in securities, commodities or foreign currencies, traders in securities that elect to apply a mark-to-market method of accounting, U.S. holders deemed to sell Wyndham Common Stock or Choice Common Stock under the constructive sale provisions of the Code, banks and certain other financial institutions, insurance companies, mutual funds, tax-exempt organizations or governmental organizations, tax-qualified retirement plans, holders liable for any alternative minimum tax, Subchapter S corporations, partnerships or other pass-through entities or investors in partnerships or such other pass-through entities, regulated investment companies, real estate investment trusts, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders who hold shares of Wyndham Common Stock or Choice Common Stock as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment, U.S. holders who hold or receive Wyndham Common Stock or Choice Common Stock pursuant to the exercise of employee stock options, through a tax qualified retirement plan or otherwise as compensation, or holders who exercise appraisal rights, accrual method U.S. holders that are subject to Section 451(b) of the Code or U.S. holders that hold Wyndham Common Stock or will hold Choice Common Stock through a non-U.S. financial institution).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Wyndham Common Stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. U.S. holders that are partners of a partnership holding shares of Wyndham Common Stock are urged to consult their tax advisors regarding the tax consequences of the partnership exchanging the shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger for shares of Choice Common Stock.

This discussion is for informational purposes only and is not tax advice. U.S. holders are urged to consult their tax advisors as to the specific tax consequences to them of the receipt of Choice Common Stock and/or cash in exchange for shares of Wyndham Common Stock pursuant to the Offer and the Second-Step Mergers, including the applicability and effect of any state, local, foreign and other federal tax laws or under applicable income tax treaty. This discussion is not applicable to non-U.S. holders and any non-U.S. holders are urged to consult their U.S. an non-U.S. tax advisors.

Treatment of the Offer and the Second-Step Mergers as a “Reorganization”

If the Offer and the Second-Step Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders who receive shares of Choice Common Stock and/or cash in exchange for shares of Wyndham Common Stock pursuant to Offer and/or the First Merger generally will be as described below. However, neither the Offer nor the Second-Step Mergers are conditioned on the receipt of an opinion from counsel that the Offer and the Second-Step Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, no ruling has been requested, nor is any ruling intended to be requested, from the IRS with respect to the U.S. federal income tax consequences of the Offer or the Second-Step Mergers. Accordingly, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to such intended treatment of the Offer and the Second-Step Mergers.

Tax Consequences of the Offer and the Second-Step Mergers

Assuming, as discussed above, that the Offer and the Second-Step Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Offer and the Second-Step Mergers to U.S. holders are as follows:

•

a U.S. holder who receives a combination of shares of Choice Common Stock and cash (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the Choice Common Stock and cash received by the U.S. holder exceeds such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered and (ii) the amount of cash received by such U.S. holder (in each case excluding any cash received in lieu of fractional shares in Choice Common Stock, which will be treated as discussed below);

•

a U.S. holder who receives solely Choice Common Stock (other than cash received in lieu of fractional shares of Choice Common Stock) in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of such exchange;

•

a U.S. holder who receives solely cash in exchange for shares of Wyndham Common Stock pursuant to the Offer and/or the First Merger generally will recognize gain or loss for U.S. federal income tax

purposes in an amount equal to the difference between the cash received by the U.S. holder and such U.S. holder’s adjusted tax basis in its shares of Wyndham Common Stock surrendered;

•

the aggregate tax basis of shares of Choice Common Stock received pursuant to the Offer and the First Merger (including any fractional shares of Choice Common Stock deemed received and exchanged for cash, as discussed below) will be the same as the aggregate tax basis of the shares of Wyndham Common Stock surrendered in exchange therefor, decreased by the amount of cash received (excluding any cash received in lieu of fractional shares of Choice Common Stock), and increased by the amount of gain recognized on the exchange (excluding any gain recognized with respect to any fractional shares of Choice Common Stock for which cash is received, as discussed below); and

•

the holding period of the Choice Common Stock received in exchange for shares of Wyndham Common Stock (including any fractional shares of Choice Common Stock deemed received and exchanged for cash, as discussed below) will include the holding period of the Choice Common Stock for which it is exchanged.

If the Offer and the Second-Step Mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then the receipt of Choice common stock and/or cash in exchange for Wyndham common stock in the Offer and/or First Merger will be a taxable transaction. In such a case, a U.S. holder generally will recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the fair market value of the Choice common stock received in the Offer and/or First Merger plus the amount of any cash and (ii) such holder’s adjusted tax basis in its shares of Wyndham common stock exchanged in the Offer and/or First Merger.

For purposes of the above discussion, any Additional Consideration should be treated as additional consideration received by a U.S. holder in exchange for its Wyndham Common Stock. If a U.S. holder acquired different blocks of shares of Wyndham Common Stock at different times or at different prices, any gain or loss will be determined separately with respect to each block of shares of Wyndham Common Stock, and such U.S. holder’s basis and holding period in its shares of Choice Common Stock may be determined with reference to each block of shares of Wyndham Common Stock. Any such U.S. holder should consult its tax advisors regarding the manner in which cash and shares of Choice Common Stock received in the Offer and the First Merger should be allocated among different blocks of shares of Wyndham Common Stock and with respect to identifying the bases or holding periods of the particular shares of Choice Common Stock received.

Any gain or loss recognized by a U.S. holder in connection with the Offer and the Second-Step Mergers generally will constitute capital gain or loss and will constitute long-term capital gain or loss if such U.S. holder has held its shares of Wyndham Common Stock surrendered for more than one year as of the date of the exchange. Long-term capital gains of certain non-corporate holders, including individuals, are generally taxed at preferential rates. The deductability of capital losses is subject to limitations.

Cash in Lieu of a Fractional Share

If the Offer and the Second-Step Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder who receives cash in lieu of a fractional share of Choice Common Stock will generally be treated as having received the fractional share pursuant to the Offer or the First Merger, as applicable, and then as having sold that fractional share of Choice Common Stock for cash. As a result, such U.S. holder will generally recognize gain or loss equal to the difference between the amount of cash received and the tax basis allocated to such fractional share of Choice Common Stock (as discussed above). Gain or loss recognized with respect to cash received in lieu of a fractional share of Choice Common Stock will generally constitute capital gain or loss, and will constitute long-term capital gain or loss if, as of the date of the exchange, the holding period for such share is greater than one year. The deductibility of capital losses is subject to limitations.

Ownership and Disposition of Choice Common Shares

Distributions

The gross amount of a distribution made by Choice with respect to Choice Common Stock will be a dividend for U.S. federal income tax purposes to the extent paid out of Choice’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Such amount will be included in a U.S. holder’s gross income as ordinary income for the taxable year in which it is received. If a distribution exceeds the portion of Choice’s earnings and profits attributable to such distribution, the excess will be treated as a nontaxable return of capital to the extent of a U.S. holder’s tax basis in such Choice Common Stock and thereafter as a capital gain. Dividends may be eligible for the dividends received deduction allowed to corporations. Corporate U.S. holders should consult with their tax advisors with respect to the potential application of the dividends received deduction.

Dividends received by individuals and other non-corporate U.S. holders of Choice Common Stock who meet the holding period requirements will generally be eligible for reduced rates of taxation, as qualified dividends.

Sale or Other Disposition of Choice Common Shares

U.S. holders will recognize gain or loss for U.S. federal income tax purposes upon a sale or other disposition of Choice Common Stock in an amount equal to the difference, if any, between the amount realized from such sale or disposition and the U.S. holder’s adjusted tax basis in such Choice Common Stock (as determined on a stock-by-stock basis). Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Choice Common Stock has been held for more than one year as of the date of disposition. Long-term capital gains recognized by U.S. holders that are not treated as corporations for U.S. federal income tax purposes generally will be eligible for reduced rates of taxation. The deductibility of capital losses recognized by U.S. holders may be subject to certain limitations.

Information Reporting and Backup Withholding

Payments made to U.S. holders in exchange for shares of Wyndham Common Stock pursuant to the Offer or the First Merger will be subject to information reporting and may be subject to backup withholding. Dividend payments with respect to Choice Common Stock and proceeds from the sale, exchange or redemption of Choice Common Stock, may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to U.S. holders who furnish a correct taxpayer identification number and make other required certifications, or who are otherwise exempt from backup withholding and establish such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. holder’s U.S. federal income tax liability, and a U.S. holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Reporting

Holders of Wyndham Common Stock who owned at least five percent (by vote or value) of the total outstanding shares of Wyndham Common Stock, or owned shares of Wyndham Common Stock with a tax basis of $1 million or more, are required to attach a statement to their tax returns for the year in which the Offer and the Second-Step Mergers are completed that contains the information set forth in U.S. Treasury Regulations Section 1.368-3(b). Such statement must include the fair market value, determined immediately before the exchange, of all of such holder’s shares of Wyndham Common Stock exchanged pursuant to the Offer and the First Merger and such holder’s tax basis, determined immediately before the exchange, in its shares of Wyndham Common Stock.

Ownership of Choice After the Offer

Upon consummation of the Offer and the Second-Step Mergers, former Wyndham stockholders will own in the aggregate approximately 35% of Choice Common Stock on a diluted basis. This estimate assumes that:

•

the number of outstanding shares of Wyndham Common Stock immediately prior to the consummation of the Offer is 81,000,261 the total number of outstanding shares of Wyndham Common Stock reported in the Wyndham 10-K;

•

pursuant to the Offer (including the terms relating to proration of elections), Purchaser acquires all of the outstanding shares of Wyndham Common Stock other than the 1,447,264 shares of Wyndham Common Stock directly owned by or allocated to Choice or its subsidiaries;

•

pursuant to the Second-Step Mergers, the 1,447,264 shares of Wyndham Common Stock directly owned by or allocated to Choice or its subsidiaries and the shares of Wyndham Common Stock acquired pursuant to the Offer are cancelled;

•

no Additional Consideration is required to be paid; and

•

the information about options, restricted stock units, performance-based restricted stock units and other equity-based awards contained in the Wyndham 10-K is accurate and remains current at consummation of the Second-Step Mergers and, in connection with the Second-Step Mergers, (1) unvested options to purchase Wyndham Common Stock will become vested options, (2) vested options to purchase Wyndham Common Stock are treated as though they were shares of Wyndham Common Stock with a market value equal to their aggregate spread (relative to exercise price) receiving the Standard Election Consideration per share and (3) all unvested restricted stock units and performance-based restricted stock units of Wyndham Common Stock will become vested and are treated as though they were an equivalent number of shares of Wyndham Common Stock receiving the Standard Election Consideration per share (and for purposes of determining the number of Choice Common Stock on a diluted basis represented by shares or share awards issued in respect of Wyndham options, restricted stock units and performance-based restricted stock units as discussed in this bullet, assuming that option spreads and the diluted share calculation are based on the closing price of Choice Common Stock of $112.84 as of February 23, 2024).

Purpose of the Offer; Second-Step Mergers

The purpose of the Offer is for Choice to acquire all of the outstanding shares of common stock of Wyndham in order to combine the businesses of Choice and Wyndham. Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation, after which Wyndham would be a direct or indirect, wholly owned subsidiary of Choice. The purpose of the Second-Step Mergers is for Choice to acquire all issued and outstanding shares of Wyndham Common Stock that are not acquired in the Offer.

In the Second-Step Mergers, each Remaining Share will be cancelled and converted into the right to receive, at the election of the holder, the Cash Election Consideration or the Stock Election Consideration, subject to proration, or the Standard Election Consideration, and in each case, the Additional Consideration, if any.

Remaining Shares covered by Cash Elections will be deemed reduced pro rata by the least amount required so that the cash payable in the Second-Step Mergers is no longer greater than the Total Cash Payable in the Second-Step Mergers (and the Remaining Shares no longer covered by Cash Elections as a result of such pro rata reduction will thereupon automatically be deemed to be covered by Stock Elections).

In the event the Competition Laws Condition remains unsatisfied as of the Ticking Fee Commencement Date, each tendering Wyndham stockholder will be entitled to receive Additional Consideration subject to, and conditioned upon, the acceptance of the shares tendered into the Offer. The Additional Consideration shall be payable in cash or shares of Choice Common Stock, valued at the VWAP of Choice Common Stock as quoted on the NYSE over the five NYSE trading days ending on the 10th Business Day preceding the scheduled date of expiration of the Offer, at Choice’s election. If the Offer will expire following the Ticking Fee Commencement Date, then Choice will issue a press release stating the amount of the Additional Consideration and the Additional Consideration Election on the 10^th Business Day preceding the scheduled date of expiration of the Offer. Additional Consideration, if any, will be paid to holders of Remaining Shares upon consummation of the Second-Step Mergers.

Statutory Requirements; Approval of the Second-Step Mergers

Under Section 251(h) of the DGCL, if (a) Wyndham and Purchaser have entered into a merger agreement approving the Offer and Second-Step Mergers under Section 203 of the DGCL and opting into Section 251(h) of the DGCL before consummation of the Offer and (b) Purchaser acquires shares of Wyndham Common Stock pursuant to the Offer and, following consummation of the Offer, owns a majority of the outstanding shares of Wyndham Common Stock, Purchaser will be able to effect each of the Second-Step Mergers as a “short form” merger without further approval of the Wyndham Board or a vote of the remaining Wyndham stockholders. The Offer is effectively conditioned on those events occurring (since it is conditioned on the Wyndham Board taking steps to assure that the Second-Step Mergers can be completed in the short-form manner permitted by Section 251(h) of the DGCL and on the tender of a number of shares of Wyndham Common Stock which, together with any other shares of Wyndham Common Stock that Choice (or its controlled affiliates, including Purchaser) owns or has a right to acquire, is a majority of the total number of outstanding shares of Wyndham Common Stock). Choice intends to take all necessary and appropriate action to cause the Second-Step Mergers to become effective promptly after consummation of the Offer, without a meeting of Wyndham stockholders. This condition may be waived by Choice in its sole discretion.

Appraisal/Dissenters’ Rights

Wyndham stockholders do not have dissenters’ or appraisal rights in connection with the Offer. However, in connection with the First Merger, which Choice expects to be consummated without a vote of Wyndham stockholders, Wyndham stockholders who have not tendered their shares of Wyndham Common Stock in the Offer will have rights under Delaware law to dissent from the First Merger and demand appraisal of their shares of Wyndham Common Stock. Stockholders who perfect appraisal rights by complying with the procedures set forth in Section 262 of the DGCL will be entitled to receive a cash payment equal to the “fair value” of their shares of Wyndham Common Stock, as determined by a Delaware court. Because appraisal rights are not available in connection with the Offer, no demand for appraisal under Section 262 of the DGCL may be made at this time. Any such judicial determination of the fair value of the shares of Wyndham Common Stock could be based upon considerations other than or in addition to the consideration paid in the Offer and the market value of the shares of Wyndham Common Stock. Wyndham stockholders should recognize that the value so determined could be higher or lower than, or the same as, the consideration per share paid pursuant to the Offer or the consideration paid in such a merger. Moreover, we may argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the shares of Wyndham Common Stock is less than the consideration paid in the Offer or in such a merger.

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. BECAUSE OF THE COMPLEXITY OF DELAWARE LAW RELATING TO APPRAISAL RIGHTS, WE ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL COUNSEL. THE FOREGOING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DGCL. THE DESCRIPTION OF SECTION 262 ABOVE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SECTION, A COPY OF WHICH IS ATTACHED TO THIS EXCHANGE OFFER AS ANNEX A.

Plans for Wyndham

The Offer is the first step in Choice’s plan to acquire all of the issued and outstanding shares of Wyndham Common Stock and effect a business combination of Choice and Wyndham. Choice intends, promptly following acceptance for exchange and exchange of shares of Wyndham Common Stock in the Offer, to complete the Second-Step Mergers pursuant to which Choice will acquire all Remaining Shares of Wyndham Common Stock. See the sections of this Exchange Offer titled “The Offer—Purpose of the Offer; Second-Step Mergers” and “The Offer—Statutory Requirements; Approval of the Second-Step Mergers.”

Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation, after which Wyndham would be a direct or indirect, wholly owned subsidiary of Choice. Choice made numerous attempts to engage the Wyndham Board, making three private proposals between April and September 2023, increasing its proposed purchase price each time. As the Wyndham Board rejected each private proposal and refused to engage in meaningful discussions, Choice announced its offer to acquire Wyndham publicly on October 17, 2023. Following Wyndham’s public rejection of that proposal, Choice made a fourth proposal privately to Wyndham on November 14, 2023, reaffirming the economic and other terms of the prior proposal. Choice also proposed a regulatory termination fee, a ticking fee if the transaction did not close by a certain date and a proposal to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice also offered a mutual non-disclosure agreement to allow the parties to conduct confirmatory due diligence. On November 21, 2023, Wyndham publicly rejected the proposed terms of Choice’s offer made November 14, 2023. On December 12, 2023, representatives of Wyndham reached out to representatives of Choice to discuss the reverse termination fee and other aspects of Choice’s offer. Despite the representatives from Wyndham indicating that Choice’s proposed construct for the reverse termination fee would be acceptable, Wyndham’s representatives abruptly ended those discussions, consistent with past practices. See the section of

this Offer titled “Background of the Offer” for more information. In addition to rejecting each offer, the Wyndham Board declined Choice’s repeated requests for confidential mutual, confirmatory due diligence. Due to Wyndham’s unwillingness to even discuss the proposal for a negotiated transaction with Choice and the Wyndham Board’s public statements with respect to Choice’s prior proposals, and because Choice does not believe that it is appropriate for the Wyndham Board to have a veto right over whether the Offer is made available to Wyndham stockholders, Choice is making the Offer directly to Wyndham stockholders upon the terms and subject to the conditions set forth in this Exchange Offer as an alternative to a negotiated transaction. See the section of this Exchange Offer titled “Background of the Offer.”

If, and to the extent that, Choice (and/or any of Choice’s subsidiaries) acquires control of Wyndham or otherwise obtains access to the books and records of Wyndham, Choice intends to conduct a detailed review of Wyndham’s business, operations, capitalization and management and consider and determine what, if any, changes would be desirable in light of the circumstances which then exist. Such strategies could include, among other things, changes in Wyndham’s business, corporate structure, rationalization of employment and cost levels, marketing strategies, capitalization, management structure and personnel or dividend policy.

Effect of the Offer on the Market for Shares of Wyndham Common Stock; NYSE Listing; Registration under the Exchange Act; Margin Regulations

Effect of the Offer on the Market for the Shares of Wyndham Common Stock

Choice intends, promptly after consummation of the Offer, to consummate the Second-Step Mergers, at which time there would no longer be a market for the shares of Wyndham Common Stock. However, prior to the consummation of Second-Step Mergers, or in the event that the Second-Step Mergers are not consummated, the exchange of shares of Wyndham Common Stock by Choice pursuant to the Offer will reduce the number of shares of Wyndham Common Stock that might otherwise trade publicly and will reduce the number of holders of shares of Wyndham Common Stock, which could adversely affect the liquidity and market value of the Remaining Shares of Wyndham Common Stock held by the public. The extent of the public market for Wyndham Common Stock and the availability of quotations reported in the over-the-counter market prior to the consummation of the Second-Step Mergers depends upon the number of stockholders holding Wyndham Common Stock, the aggregate market value of the shares remaining at such time, the interest of maintaining a market in the shares on the part of any securities firms and other factors. According to the Wyndham 10-K, there were 81,000,261 shares of Wyndham Common Stock outstanding.

NYSE Listing

The shares of Wyndham Common Stock are quoted on the NYSE. Choice intends, promptly after consummation of the Offer, to consummate the Second-Step Mergers, at which time there would no longer be a market for the shares of Wyndham Common Stock. However, prior to the consummation of Second-Step Mergers, or in the event that the Second-Step Mergers are not consummated, depending upon the number of shares of Wyndham Common Stock exchanged pursuant to the Offer and the number of Wyndham stockholders remaining thereafter, the shares of Wyndham Common Stock may no longer meet the requirements of the NYSE for continued listing and may be delisted from the NYSE. According to the NYSE’s published guidelines, the NYSE would consider delisting the shares of Wyndham Common Stock if, among other things, (1) the number of total round-lot stockholders of Wyndham should fall below 400, (2) the number of total stockholders should fall below 1,200 and the average monthly trading volume for the shares of Wyndham Common Stock is less than 100,000 for the most recent 12 months or (3) the number of publicly held shares of Wyndham Common Stock (exclusive of holdings of officers and directors of Wyndham and their immediate families and other concentrated holdings of 10% or more) should fall below 600,000.

If, as a result of the exchange of shares of Wyndham Common Stock pursuant to the Offer or otherwise, the shares of Wyndham Common Stock no longer meet the requirements of the NYSE for continued listing and the listing of the shares of Wyndham Common Stock is discontinued, the market for the shares of Wyndham Common Stock could be adversely affected. If the NYSE were to delist the shares of Wyndham Common Stock, it is possible that the shares of Wyndham Common Stock would continue to trade on another securities exchange or in the over-the-counter market and that price or other quotations would be reported by such exchange or other sources. The extent of the public market therefor and the availability of such quotations would depend, however, upon such factors as the number of stockholders and/or the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the shares of Wyndham Common Stock on the part of securities firms, the possible termination of registration under the Exchange Act as described below, and other factors. Choice cannot predict whether the reduction in the number of shares of Wyndham Common Stock that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the shares of Wyndham Common Stock or whether it would cause future market prices to be greater or less than the consideration being offered in the Offer. If shares of Wyndham Common Stock are not delisted prior to the Second-Step Mergers, then shares of Wyndham Common Stock will cease to be listed on the NYSE upon consummation of the Second-Step Mergers. Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation.

Registration Under the Exchange Act

Wyndham Common Stock is currently registered under the Exchange Act. This registration may be terminated upon application by Wyndham to the SEC if Wyndham Common Stock is not listed on a “national securities exchange” and there are fewer than 300 record holders. Termination of registration would substantially reduce the information required to be furnished by Wyndham to holders of Wyndham Common Stock and to the SEC and would make certain provisions of the Exchange Act, such as the short-swing profit recovery provisions of Section 16(b), the requirement of furnishing a proxy statement in connection with stockholders’ meetings and the requirements of Exchange Act Rule 13e-3 with respect to “going private” transactions, no longer applicable to Wyndham Common Stock. In addition, “affiliates” of Wyndham and persons holding “restricted securities” of Wyndham may be deprived of the ability to dispose of these securities pursuant to Rule 144 under the Securities Act. If registration of Wyndham Common Stock is not terminated prior to the Second-Step Mergers, then the registration of Wyndham Common Stock under the Exchange Act will be terminated upon consummation of the Second-Step Mergers. Choice intends, promptly after consummation of the Offer, to cause Purchaser to merge with and into Wyndham with Wyndham as the surviving corporation, immediately following which Wyndham will merge with and into NewCo with NewCo as the surviving corporation.

Margin Regulations

Shares of Wyndham Common Stock are currently “margin securities,” as such term is defined under the rules of the Board of Governors of the Federal Reserve System (“Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of such securities. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer, it is possible that the shares of Wyndham Common Stock might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which event such shares of Wyndham Common Stock generally could no longer be used as collateral for loans made by brokers. In addition, if registration of the shares of Wyndham Common Stock under the Exchange Act were terminated, the shares of Wyndham Common Stock would no longer constitute “margin securities.” Choice intends, promptly after consummation of the Offer, to cause Wyndham to merge with Purchaser.

Conditions to the Offer

Notwithstanding any other provision of the Offer and in addition to (and not in limitation of) Choice’s right to extend and amend the Offer at any time, in its discretion, Choice shall not be required to accept for exchange any shares of Wyndham Common Stock tendered pursuant to the Offer, shall not (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) be required to make any exchange for shares of Wyndham Common Stock accepted for exchange if immediately prior to the scheduled expiration of the Offer, in the reasonable judgment of Choice, any one or more of the below conditions shall not have been satisfied. Immediately prior to the scheduled expiration of the Offer, Choice shall have determined, in its reasonable discretion, whether the below conditions to the Offer are satisfied. If, in the reasonable judgment of Choice, any of the conditions to the Offer remain unsatisfied at such time, other than the Competition Laws Condition, Choice will waive such unsatisfied condition (except for the Registration Statement Condition, the Choice Stockholder Approval Condition and the Stock Exchange Listing Condition) or will extend, terminate or amend the Offer. If the Competition Laws Condition is the only condition that has not been satisfied or waived at the Expiration Time, Choice may choose not to extend, terminate or withdraw the Offer, in which case stockholders would be unable to tender their shares into the Offer while the Competition Laws Condition is pending. Stockholders who have validly tendered their shares prior to the Expiration Time will still be permitted to properly withdraw their shares prior to acceptance of such shares by Choice. See the section of this Exchange Offer titled “The Offer—Withdrawal Rights” for more information regarding proper withdrawal of tendered shares. Any such extension, delay, termination, waiver or amendment will be followed as promptly as practicable by a public announcement thereof. In the case of an extension, the related announcement will be issued no later than 9:00 a.m. New York City time, on the next Business Day after the previously scheduled Expiration Time.

Minimum Tender Condition

There shall have been validly tendered and not properly withdrawn prior to the expiration of the Offer, a number of shares of Wyndham Common Stock which, together with any other shares of Wyndham Common Stock that Choice (or its controlled affiliates, including Purchaser) Purchaser then owns or has a right to acquire, is a majority of the total number of outstanding shares of Wyndham Common Stock on a fully diluted basis as of the scheduled expiration of the Offer.

Anti-Takeover Devices Condition

The impediments to the consummation of the Offer and the Second-Step Mergers which the Wyndham Board can remove shall have been rendered inapplicable to the Offer and the Second-Step Mergers. The following shall have occurred (in the reasonable judgment of Choice):

•

Common Stock outstanding at the time the transaction commenced in accordance with Section 203 of the DGCL;

•

Choice Stockholder Approval Condition

Choice stockholders shall have approved the issuance of Choice Common Stock contemplated in connection with the Offer and the Second-Step Mergers, in accordance with the rules of the NYSE, on which the Choice Common Stock is listed. On February 14, 2024, Choice filed a preliminary proxy statement with respect to a special meeting of Choice stockholders to obtain this approval, and it is Choice’s intention to obtain this approval prior to Wyndham’s 2024 annual meeting of stockholders.

Competition Laws Condition

The following shall have occurred:

•

the waiting period applicable to the Offer and the Second-Step Mergers under the HSR Act shall have expired or been terminated;

•

the waiting period (or extension thereof) applicable to the Offer and the Second-Step Mergers under any applicable antitrust laws and regulations, other than the HSR Act, shall have expired or been terminated, and any approvals or clearances, including those required by any international bodies, if applicable, and, in each case as determined by Choice to be required or advisable thereunder shall have been obtained on terms satisfactory to Choice; and

•

any Non-Antitrust Approvals as determined by Choice to be required or advisable shall have been obtained on terms satisfactory to Choice. Due to the fact that Wyndham has refused to provide information to Choice, at this time, our analysis of required Non-Antitrust Approvals is based solely on the limited publicly available information about Wyndham and, as a result, our analysis remains incomplete. Based on the limited information currently available to us, Choice is not aware of any Non-Antitrust Approvals that will be required or advisable as a result of the Proposed Combination. If the Wyndham Board engages in a due diligence process with respect to the Proposed Combination, we expect to receive additional non-public information that will enable us to complete a fulsome analysis to determine which, if any, Non-Antitrust Approvals will be advisable or required. If the Wyndham Board does not engage us in a due diligence process with respect to the Proposed Combination, then, prior to the expiration of the Offer, we will make a good-faith determination based on the information available to us as to which, if any, Non-Antitrust Approvals will be required. Based on information available to date, Choice believes that it can obtain all necessary regulatory approvals without Wyndham’s cooperation with Choice. Choice intends take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice remains confident that it can complete the Proposed Combination within a one-year customary timeframe.

On December 12, 2023, Choice filed the notification required for the consummation of the Proposed Combination by the HSR Act. Choice commenced discussions with the FTC on December 5, 2023, regarding the Proposed Combination and, on January 11, 2024, Choice received a Second Request from the FTC. Subsequent to receiving the Second Request, Choice has had additional meetings with, and provided information and numerous documents to, the FTC. Choice expects to continue cooperating with the FTC during the Second Request process, and intends to take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice is increasingly confident that it can complete the Proposed Combination within a one-year customary timeframe.

Stock Exchange Listing Condition

The Choice Common Stock issuable to Wyndham stockholders in connection with the Offer and the Second-Step Mergers shall have been approved for listing on the NYSE, subject to official notice of issuance.

Registration Statement Condition

The registration statement of which this Exchange Offer is a part shall have become effective under the Securities Act. No stop order suspending the effectiveness of the registration statement shall have been issued, and no proceedings for that purpose shall have been initiated or be threatened, by the SEC.

No Injunction Condition

No court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, statute or ordinance, common law, rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award or agency requirement (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the Offer and the Second-Step Mergers.

No Wyndham Material Adverse Effect Condition

A “Wyndham Material Adverse Effect” means: any Circumstance that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a materially adverse effect on the financial condition, business, operations, assets, liabilities or results of operations of Wyndham and its subsidiaries, taken as a whole, or (ii) would, or would reasonably be expected to, materially impair the ability of Choice or any of its subsidiaries to consummate the Offer or the Second-Step Mergers; provided, however, that solely for purposes of the foregoing clause (i) only, to the extent any Circumstance results from the following items, then it will be excluded in determining whether there has

been a Wyndham Material Adverse Effect: (A) changes after the date hereof in GAAP or the official interpretation or enforcement thereof or any other accounting requirements generally applicable to the industry in which Wyndham or any of its subsidiaries operates, (B) changes after the date hereof generally affecting the financial, securities, debt or financing markets or general economic or political conditions, (C) changes after the date hereof in Law of general applicability to companies in the industry in which Wyndham or any of its subsidiaries operates, (D) acts or declarations of war or other armed hostilities, sabotage or terrorism, and (E) any failure by Wyndham or any of its subsidiaries to meet any internal or published estimates, budgets, projections, forecasts or predictions of financial performance for any period (it being understood that the underlying cause of any such failure described in this clause (E) may be considered in determining whether or not a Wyndham Material Adverse Effect has occurred); provided that, in the case of clauses (A), (B), (C) and (D), any such Circumstances may be taken into account in determining whether or not there has been a Wyndham Material Adverse Effect to the extent any such Circumstance has been, or is reasonably likely to be, disproportionately adverse to such person and its subsidiaries, taken as a whole, as compared to other participants in the industry in which such person and any of its subsidiaries operate.

Diligence Condition

Choice shall have been given reasonable access to Wyndham’s non-public information related to Wyndham’s business, assets, and liabilities to complete its confirmatory due diligence review and Choice shall have concluded, in its reasonable judgment, that there are no material adverse facts or developments concerning or affecting Wyndham’s business, assets and liabilities that have not been publicly disclosed prior to the commencement of the Offer that would result or be reasonably likely to result in a Diminution of Value. The Diligence Condition is only a condition to the Offer due to the fact that Wyndham has refused to engage in meaningful discussions with respect to a negotiated transaction, and accordingly, Choice has had to rely solely on publicly available information.

Financing Condition

Choice shall have obtained financing proceeds in amounts, together with its cash on hand, sufficient to consummate the Exchange Offer and the Second-Step Mergers and pay related fees and expenses.

Choice expects to have sufficient cash resources available to complete the transactions contemplated by the Exchange Offer and the Second-Step Mergers. In addition to cash on hand, Choice currently intends to borrow or otherwise finance up to approximately $6.0 billion to complete the acquisition of Wyndham, repay Wyndham’s indebtedness, if required, and pay related transaction expenses. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for such amounts; however, Choice has not negotiated the terms of, or entered into, any such financing agreement and Choice cannot provide any assurances that such financing will be available when and as needed or on terms that Choice believes to be commercially reasonable.

Other Conditions to the Offer

Immediately prior to the scheduled expiration of the Offer, Choice shall have determined, in its reasonable discretion, that none of the following events shall have occurred and be continuing as of such date:

(1)

there shall be threatened, instituted or pending any action, proceeding or application before any court, government or governmental authority or other regulatory or administrative agency or commission, domestic or foreign, (i) which challenges the acquisition by Choice of Wyndham Common Stock, seeks to restrain, delay or prohibit the consummation of the Offer or the Second-Step Mergers or seeks to obtain any material damages or otherwise directly or indirectly relates to the Offer or the Second-Step Mergers, (ii) which seeks to prohibit or impose material limitations on Choice’s acquisition, ownership or operation of all or any portion of Choice’s or Wyndham’s businesses or assets (including the businesses or assets of their respective affiliates and subsidiaries) or of Wyndham Common Stock (including, without limitation, the right to vote the shares purchased by Choice or an affiliate thereof,

on an equal basis with all other shares of Wyndham Common Stock on all matters presented to the stockholders of Wyndham), or seeks to compel Choice to dispose of or hold separate all or any portion of its own or Wyndham’s businesses or assets (including the businesses or assets of their respective affiliates and subsidiaries) as a result of the transactions contemplated by the Offer or the Second-Step Mergers, (iii) which might adversely affect Wyndham, Choice, or any of their respective affiliates or subsidiaries (“Adverse Effect”), or result in a Diminution in the Value, (iv) which seeks to impose any condition to the Offer or the Second-Step Mergers unacceptable to Choice, except that this condition will not fail to be satisfied as a result of a governmental entity requiring that Choice (A) divest, license, or hold separate (including by trust or otherwise) any businesses or assets of Choice, Wyndham or their respective affiliates, or (B) agree to or effect any action that limits any freedom of action with respect to Choice’s, Wyndham’s or their respective affiliates’ ability to retain, operate, manage, govern or influence any of their respective businesses or assets (which requirements in clauses (A) and (B) collectively referred to as a “Regulatory Action”), as long as such Regulatory Action would not have a material adverse effect on the financial condition, business, operations, assets, liabilities or results of operations of Choice, Wyndham and their respective subsidiaries, taken as a whole, or (v) adversely affecting the financing of the Offer;

(2)

other than the waiting periods under the HSR Act and any other applicable antitrust laws and regulations, any statute, rule, regulation or order or injunction shall be sought, proposed, enacted, promulgated, entered, enforced or deemed or become applicable to the Offer, the Second-Step Mergers or the transactions contemplated by the Offer or Second-Step Mergers that might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (iv) of paragraph (1) above, except that this condition will not fail to be satisfied as a result of a governmental entity requiring that Choice agree to or effect any Regulatory Action as long as such Regulatory Action would not have a material adverse effect on the financial condition, business, operations, assets, liabilities or results of operations of Choice, Wyndham and their respective subsidiaries, taken as a whole;

(3)

there shall have occurred (i) any general suspension of trading in securities on any national securities exchange or in the over-the-counter market, (ii) any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the Nasdaq 100 Index by any amount in excess of 15% measured from the close of business on December 11, 2023, (iii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iv) an attack on the United States, an outbreak or escalation of hostilities or acts of terrorism involving the United States, or any declaration by the United States of a national emergency or war, (v) any limitation (whether or not mandatory) by any governmental authority or other regulatory agency on, or any other event which might affect the extension of credit by, banks or other lending institutions or the availability of the financing of the Offer, (vi) a suspension of or limitation (whether or not mandatory) on the currency exchange markets or the imposition of, or material changes in, any currency or exchange control laws in the United States or (vii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

(4)

Wyndham or any subsidiary of Wyndham shall have (i) issued, distributed, pledged or sold, or authorized, or proposed the issuance, distribution, pledge or sale of (A) any shares of its capital stock (other than sales or issuances pursuant to the present terms of employee stock awards outstanding on the date of this Exchange Offer) of any class (including, without limitation, Wyndham Common Stock) or securities convertible into or exchangeable for any such shares of capital stock, or any rights, warrants or options to acquire any such shares or convertible securities or any other securities of Wyndham (other than any employee awards referred to in the financial statements in Wyndham’s 10-K for the fiscal year ended December 31, 2022), (B) any other securities in respect of, in lieu of or in substitution for Wyndham Common Stock or (C) any debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants or options entitling the holder thereof to purchase or otherwise acquire any debt securities, (ii) purchased or otherwise acquired, or proposed or offered to purchase or otherwise acquire, any outstanding shares of Wyndham Common Stock or other

securities, (iii) proposed, recommended, authorized, declared, issued or paid any dividend or distribution on any shares of Wyndham Common Stock or any other security, whether payable in cash, securities or other property, other than Wyndham’s regular quarterly dividend of $0.35 per share of Wyndham Common Stock, (iv) altered or proposed to alter any material term of any outstanding security, (v) incurred, agreed to incur or announced its intention to incur any debt other than in the ordinary course of business and consistent with past practice, (vi) authorized, recommended, proposed or publicly announced its intent to enter into any merger, consolidation, liquidation, dissolution, business combination, acquisition or disposition of assets or securities other than in the ordinary course of business, any material change in its capitalization, any release or relinquishment of any material contractual or other rights or any comparable event, or taken any action to implement any such transaction previously authorized, recommended, proposed or publicly announced or (vii) entered into any other agreement or otherwise effected any other arrangement with any other party or with its officers or other employees of Wyndham, which in any of the cases described in (i) through (vi) above might, individually or in the aggregate, have an Adverse Effect or result in a Diminution in Value;

(5)

Wyndham or any of its subsidiaries shall have amended or proposed or authorized any amendment to Wyndham’s Third Amended and Restated Certificate of Incorporation (the “Wyndham Charter”), the Third Amended and Restated Bylaws of Wyndham (the “Wyndham Bylaws”) or similar organizational documents, or Choice shall have learned that Wyndham or any of its subsidiaries shall have proposed, adopted or recommended any such amendment, which has not previously been publicly disclosed by Wyndham and also set forth in filings with the SEC prior to commencement of the Offer, in a manner that, in the reasonable judgment of Choice, might, directly or indirectly, (i) delay or otherwise restrain, impede or prohibit the Offer or the Second-Step Mergers or (ii) prohibit or limit the full rights of ownership of shares of Wyndham Common Stock by Choice or any of its affiliates, including, without limitation, the right to vote any shares of Wyndham Common Stock acquired by Choice pursuant to the Offer or otherwise on all matters properly presented to Wyndham stockholders;

(6)

Wyndham or any of its subsidiaries shall have transferred into trust, escrow or similar arrangement any amounts required to fund any existing benefit, employment or severance agreements with any of its employees or shall have entered into or otherwise effected with its officers or any other employees any additional benefit, employment, severance or similar agreements, arrangements or plans other than in the ordinary course of business or entered into or amended any agreements, arrangements or plans so as to provide for increased benefits to such employee or employees as a result of or in connection with the transactions contemplated by the Offer or the Second-Step Mergers;

(7)

(i) a tender or exchange offer for some or all of the shares of Wyndham Common Stock has been publicly proposed to be made or has been made by another person (including Wyndham or any of its subsidiaries or affiliates, but excluding Choice or any of its affiliates), or has been publicly disclosed, or Choice otherwise learns that any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of Wyndham (including the Wyndham Common Stock), through the acquisition of stock, the formation of a group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Wyndham (including the Wyndham Common Stock) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on the date of this Exchange Offer, (ii) any such person or group which, prior to the date of this Exchange Offer, had filed such a Schedule 13D or 13G with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of Wyndham, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of Wyndham constituting 1% or more of any such class or series, (iii) any person or group has entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender or exchange offer or a merger,

consolidation or other business combination with or involving Wyndham or (iv) any person has filed a Notification and Report Form under the HSR Act or made a public announcement reflecting an intent to acquire Wyndham or any assets or securities of Wyndham;

(8)

Choice becomes aware (i) that any material contractual right of Wyndham or any of its subsidiaries has been or will be impaired or otherwise adversely affected or that any material amount of indebtedness of Wyndham or any of its subsidiaries has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the completion by Choice or any of Choice’s affiliates of the Second-Step Mergers or any other business combination involving Wyndham or (ii) of any covenant, term or condition in any instrument or agreement of Wyndham or any of its subsidiaries that, in Choice’s reasonable judgment, has or may have material adverse significance with respect to either the value of Wyndham or any of its subsidiaries or affiliates or the value of the Wyndham Common Stock to Choice or any of Choice’s affiliates (including, without limitation, any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the shares of Wyndham Common Stock by Choice or the completion of the Second-Step Mergers or any other similar business combination involving Wyndham; and/or

(9)

Wyndham or any of its subsidiaries shall have (i) granted to any person proposing a merger or other business combination with or involving Wyndham or any of its subsidiaries or the purchase or exchange of securities or assets of Wyndham or any of its subsidiaries any type of option, warrant or right which, in Choice’s reasonable judgment, constitutes a “lock-up” device (including, without limitation, a right to acquire or receive any shares of Wyndham Common Stock or other securities, assets or business of Wyndham or any of its subsidiaries) or (ii) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination, purchase or exchange.

Each of the conditions under this section of this Exchange Offer titled “The Offer—Conditions to the Offer” is for the sole benefit of Choice and may be asserted by Choice regardless of the circumstances giving rise to any such conditions (provided that such circumstances are not within the control of Choice and not due to action or inaction by Choice) or, except as otherwise expressly set forth herein to the contrary, may be waived by Choice in whole or in part in Choice’s sole discretion. The determination as to whether any condition has occurred shall be in Choice’s reasonable judgment and that judgment shall be final and binding on all parties, subject to any challenge thereof by a stockholder in a court of competent jurisdiction. The 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 by Choice.

A public announcement shall be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

Dividends and Distributions

If, on or after the date hereof, Wyndham should (1) split, combine or otherwise change the Wyndham Common Stock or its capitalization, (2) acquire currently outstanding Wyndham Common Stock or otherwise cause a reduction in the number of shares of outstanding Wyndham Common Stock or (3) issue or sell additional Wyndham Common Stock, shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options to acquire, any of the foregoing, other than Wyndham Common Stock issued pursuant to the exercise of stock options outstanding as of the date of this Exchange Offer, then, subject to the conditions of the Offer above, Choice, in its sole discretion, may make such adjustments as it deems appropriate in the Offer price and other terms of the Offer, including, without limitation, the number or type of securities offered to be purchased.

If, on or after the date of this Exchange Offer, Wyndham should declare or pay any cash dividend on the Wyndham Common Stock or other distribution on the Wyndham Common Stock, other than Wyndham’s regular quarterly dividend of $0.35 per share of Wyndham Common Stock, or issue with respect to the Wyndham Common Stock any additional Wyndham Common Stock, shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, payable or distributable to stockholders of record on a date prior to the transfer of the shares of Wyndham Common Stock purchased pursuant to the Offer to Choice or its nominee or transferee on Wyndham’s stock transfer records, then, subject to the conditions of the Offer above, (1) the Offer price and other terms of the Offer may, in Choice’s sole discretion, be adjusted to reflect the amount of any such cash dividend or cash distribution and (2) the whole of any such non-cash dividend, distribution or issuance to be received by the tendering stockholders will (i) be received and held by the tendering stockholders for Choice’s account and will be required to be promptly remitted and transferred by each tendering stockholder to the Exchange Agent for Choice’s account, accompanied by appropriate documentation of transfer, or (ii) at Choice’s direction, be exercised for Choice’s benefit, in which case the proceeds of such exercise will promptly be remitted to Choice. Pending such remittance and subject to applicable law, Choice will be entitled to all rights and privileges as owner of any such non-cash dividend, distribution, issuance or proceeds and may withhold the entire Offer price or deduct from the Offer price the amount or value thereof, as determined by Choice in its sole discretion.

Certain Legal Matters

General. Except as otherwise disclosed herein, based upon an examination of publicly available filings with respect to Wyndham, Choice is not aware of any licenses or other regulatory permits which appear to be material to the business of Wyndham and which might be adversely affected by the acquisition of Wyndham Common Stock by Choice pursuant to the Offer or the Second-Step Mergers or, except as otherwise described in this Exchange Offer, of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of Wyndham Common Stock by Choice pursuant to the Offer or the Second-Step Mergers. Should any such approval or other action be required, it is currently contemplated that such approval or action would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions or that adverse consequences might not result to Wyndham’s or Choice’s business or that certain parts of Wyndham’s or Choice’s business might not have to be disposed of in the event that such approvals were not obtained or such other actions were not taken, any of which could cause Choice to elect to terminate the Offer without the acceptance for exchange of Wyndham Common Stock thereunder. Choice’s obligation under the Offer to accept for exchange and issue Choice Common Stock is subject to certain conditions specified above.

Antitrust Clearance. The Offer is subject to review by the FTC and the Department of Justice Antitrust Division (the “DOJ” and collectively with the FTC as the “Antitrust Agencies”). Under the HSR Act, the Offer may not be completed until certain information has been provided to the Antitrust Agencies and the applicable HSR Act waiting period has expired or been terminated.

The Antitrust Agencies frequently scrutinize the legality under the antitrust laws of transactions such as Choice’s acquisition of Wyndham Common Stock pursuant to the Offer. At any time before or after the

consummation of any such transactions, one of the Antitrust Agencies could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the exchange of shares pursuant to the Offer or seeking divestiture of the Wyndham Common Stock so acquired, divestiture of certain of Choice’s or Wyndham’s businesses or assets, or placing restrictions on the conduct of the combined company’s business. States and private parties may also bring legal actions under the antitrust laws. There can be no assurance that a challenge to the Offer and/or the Second-Step Mergers on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See the section of this Exchange Offer titled “The Offer—Conditions to the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

The Offer and/or the Second-Step Mergers may also be subject to review by antitrust authorities in jurisdictions outside the United States. Under some of these jurisdictions, the Offer and/or the Second-Step Mergers may not be consummated before a notification has been submitted to the relevant antitrust authority and/or certain consents, approvals, permits or authorizations have been obtained and/or the applicable waiting period has expired or has been terminated; in addition, there may be jurisdictions where the submission of a notification is only voluntary but advisable. Choice intends to make all necessary and advisable (at the sole discretion of Choice) notifications in these jurisdictions as soon as practicable. The consummation of the Offer and/or of the Second-Step Mergers is subject to the condition that the waiting period (or extension thereof) applicable to the Offer and the Second-Step Mergers under any applicable antitrust laws and regulations shall have expired or been earlier terminated, and any approvals or clearances, including those required by any international bodies, if applicable, and, in each case as determined by Choice to be required or advisable thereunder shall have been obtained.

Section 203 of the DGCL. The Offer is subject to the condition that the Wyndham Board shall have approved the Offer and the Second-Step Mergers under Section 203 of the DGCL, or Choice shall be satisfied, in its reasonable judgment, that Section 203 of the DGCL is inapplicable to the Offer and the Second-Step Mergers. This condition will be satisfied if (1) prior to the expiration of the Offer, the Wyndham Board shall have approved the Offer and the Second-Step Mergers or (2) there are validly tendered and not properly withdrawn prior to the Expiration Time a number of shares of Wyndham Common Stock that, together with the shares of Wyndham Common Stock then beneficially owned by Choice, would represent at least 85% of the voting stock of Wyndham outstanding on the Expiration Date (excluding shares of Wyndham Common Stock owned by certain employee stock plans and persons who are directors and also officers of Wyndham).

Section 203 of the DGCL would otherwise apply to the Second-Step Mergers or any other “business combination” (as defined in Section 203) involving Choice (and/or any of its subsidiaries) and Wyndham.

Section 203 could make it more difficult and/or significantly delay Choice’s (and/or any of its subsidiaries’) ability to acquire all of the outstanding shares of Wyndham Common Stock. Section 203, in general, prevents an “interested stockholder” (generally, a stockholder and an affiliate or associate thereof owning 15% or more of a corporation’s outstanding voting stock) from engaging in a business combination (defined to include a merger or consolidation and certain other transactions) with a Delaware corporation for a period of three years following the time such stockholder became an interested stockholder unless (1) before the stockholder became an interested stockholder the corporation’s board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested stockholder, (2) upon consummation of the transaction which resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares of stock owned by certain employee stock plans and persons who are directors and also officers of the corporation) or (3) at or after the time the stockholder became an interested stockholder the business combination was approved by the corporation’s board of directors and authorized at an annual or special meeting of stockholders (and not by written consent) by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder.

The provisions of Section 203 of the DGCL do not apply to a Delaware corporation if, among other things, (1) such corporation amends its certificate of incorporation or bylaws to elect not to be governed by Section 203 (which, as of the date of this Exchange Offer, Wyndham has not) and such amendment is approved by (in addition to any other required vote) the affirmative vote of a majority of the shares of common stock of such corporation entitled to vote; provided that such amendment would not be effective until 12 months after its adoption and would not apply to any business combination between such corporation and any person who became an interested stockholder on or prior to the date of such adoption, (2) such corporation does not have a class of voting stock that is listed on a national securities exchange, or held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder, or (3) certain business combinations are proposed prior to the consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required under Section 203 of, any one of certain proposed transactions which (i) is with or by a person who was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the corporation’s board of directors and (ii) is approved or not opposed by a majority of the board of directors then in office who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election to succeed such directors by a majority of such directors. The description of Section 203 above is qualified in its entirety by reference to such section, a copy of which is attached to this Exchange Offer as Annex B.

State Takeover Laws. A number of states have adopted laws and regulations applicable to offers to acquire securities of corporations which are incorporated in such states and/or which have substantial assets, stockholders, principal executive offices or principal places of business therein. In Edgar v. MITE Corporation, the Supreme Court of the United States held that the Illinois Business Takeover Statute, which made the takeover of certain corporations more difficult, imposed a substantial burden on interstate commerce and was therefore unconstitutional. In CTS Corporation v. Dynamics Corporation of America, the Supreme Court held that as a matter of corporate law, and in particular, those laws concerning corporate governance, a state may constitutionally disqualify an acquirer of “control shares” (ones representing ownership in excess of certain voting power thresholds, e.g., 20%, 33% or 50%) of a corporation incorporated in its state and meeting certain other jurisdictional requirements from exercising voting power with respect to those shares without the approval of a majority of the disinterested stockholders.

We do not believe that any state takeover laws (other than Section 203 of the DGCL) purport to apply to the Offer or the Second-Step Mergers. We have not currently complied with any state takeover statute or regulation. We reserve the right to challenge the applicability or validity of any state law purportedly applicable to the Offer or the Second-Step Mergers and nothing in this Exchange Offer or any action taken in connection with the Offer or the Second-Step Mergers is intended as a waiver of such right. If it is asserted that any state takeover statute is applicable to the Offer or the Second-Step Mergers and if an appropriate court does not determine that it is

inapplicable or invalid as applied to the Offer or the Second-Step Mergers, we might be required to file certain information with, or to receive approvals from, the relevant state authorities, we might be unable to accept for payment or pay for Wyndham Common Stock tendered pursuant to the Offer, or be delayed in consummating the Offer or the Second-Step Mergers. In such case, we may not be obliged to accept for payment or pay for any shares of Wyndham Common Stock tendered pursuant to the Offer.

Regulatory Approvals

In addition to the approvals and clearances described in the Competition Laws Condition, the Offer and the Second-Step Mergers may also be subject to review by government authorities and other regulatory agencies, including in jurisdictions outside the United States. Choice intends to file promptly all notifications that it determines are necessary or advisable under the applicable laws, rules and regulations of the respective identified authorities, agencies and jurisdictions for the consummation of the Offer and/or the Second-Step Mergers and to file all post-completion notifications that it determines are necessary or advisable as soon as possible after completion has taken place. Due to the fact that Wyndham has refused to provide information to Choice, at this time, our analysis of required Non-Antitrust Approvals is based solely on the limited publicly available information about Wyndham and, as a result, our analysis remains incomplete. Based on the limited information currently available to us, Choice is not aware of any Non-Antitrust Approvals that will be required or advisable as a result of the Proposed Combination. If the Wyndham Board engages in a due diligence process with respect to the Proposed Combination, we expect to receive additional non-public information that will enable us to complete a fulsome analysis to determine which, if any, Non-Antitrust Approvals will be advisable or required. If the Wyndham Board does not engage in a due diligence process with respect to the Proposed Combination, then, prior to the expiration of the Offer, we will make a good-faith determination based on the information available to us as to which, if any, Non-Antitrust Approvals will be required. Based on information available to date, Choice believes that it can obtain all necessary regulatory approvals without Wyndham’s cooperation with Choice. Choice intends take all actions required to obtain the requisite regulatory approvals so long as such actions would not have a material adverse effect on the combined company. Choice remains confident that it can complete the Proposed Combination within a one-year customary timeframe.

Financing of the Offer; Sources and Amount of Funds

Choice estimates that the total amount of cash required to complete the transactions contemplated by the Offer and the Second-Step Mergers will be approximately $6.0 billion (excluding the Additional Consideration, if any, transaction fees and expenses, such as fees associated with new borrowings and/or issuances of debt securities in connection with the Offer and Second-Step Mergers, and excluding litigation expenses and any cash and cash equivalents from Wyndham). The estimated amount of cash required is based on Choice’s due diligence review of Wyndham’s publicly available information to date and is subject to change. For a further discussion of the risks relating to Choice’s limited due diligence review, see the section of this Exchange Offer titled “Risk Factors—Risk Factors Relating to the Offer and the Second-Step Mergers.”

Choice expects to have sufficient cash resources available to complete the transactions contemplated by the Exchange Offer and the Second-Step Mergers. In addition to cash on hand, Choice currently intends to borrow or otherwise finance, including, as necessary, via a registered underwritten offering and/or private placement of equity or equity-linked securities, up to $6.0 billion to complete the acquisition of Wyndham, repay Wyndham’s indebtedness, if required, and pay related transaction expenses. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for such amounts; however, Choice has not negotiated the terms of, or entered into, any such financing agreement and Choice cannot provide any assurances that such financing will be available when and as needed or on terms that Choice believes to be commercially reasonable.

As of December 31, 2023, Choice had approximately $26,754,000 of cash and cash equivalents on hand (as reported in the Choice 10-K). For a further discussion of the risks relating to Choice’s debt obligations, see the section of this Exchange Offer titled “Risk Factors—Risk Factors Relating to Choice Following the Offer.”

Certain Relationships with Wyndham and Interest of Choice and Choice’s Executive Officers and Directors in the Offer

Except as set forth in this Exchange Offer, neither we nor, to the best of our knowledge, any of our directors, executive officers or other affiliates or any of the other persons set forth in Schedule I has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Wyndham, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies. Except as otherwise described in this Exchange Offer, there have been no contacts, negotiations or transactions during the past two years, between us or, to the best of our knowledge, any of the persons listed on Schedule I to this Exchange Offer, on the one hand, and Wyndham or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, an exchange offer or other acquisition of securities, an election of directors, or a sale or other transfer of a material amount of assets.

As of the date of the Offer, Choice directly owns 1,447,264 shares of Wyndham Common Stock and for purposes of the Exchange Act beneficially owns 1,447,264 shares of Wyndham Common Stock, representing less than 1.8% of the outstanding shares of Wyndham Common Stock. Choice has not purchased any shares of Wyndham Common Stock within the past 60 days.

As of the date of the Offer, Choice owns, personally and/or through entities directly or indirectly controlled by public shareholders, 1,447,264 shares of Wyndham Common Stock, representing approximately 1.8% of the outstanding shares of Wyndham Common Stock.

The name, citizenship, business address, business telephone number, principal occupation or employment, and five-year employment history for each of the directors and executive officers of Choice and certain other information are set forth in Schedule I to this Exchange Offer. Except as described in this Exchange Offer and in Schedule I hereto, none of Choice or, after due inquiry and to the best knowledge and belief of Choice, any of the persons listed on Schedule I to this Exchange Offer, has during the last five years (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. Except as set forth in this Exchange Offer, to Choice’s knowledge, after reasonable inquiry, none of the persons listed on Schedule I to this Exchange Offer, nor any of their respective associates or majority-owned subsidiaries, beneficially owns or has the right to acquire any securities of Wyndham or has effected any transaction in securities of Wyndham during the past 60 days.

We do not believe that the Offer and the Second-Step Mergers will result in a change in control under any of Choice’s equity plans. As a result, no stock options or other outstanding equity awards held by executive officers of Choice or members of the Choice Board will vest as a result of the Offer and the Second-Step Mergers. The Offer and the Second-Step Mergers may result in a change in control under the severance benefit agreements between Choice and certain of its executive officers and under Choice’s severance benefit plan in which certain of its executive officers who do not have an employment or severance benefit agreement are participants. Pursuant to such severance benefit agreements and plan, certain executive officers of Choice (including the persons listed on Schedule I to this Exchange Offer) may be entitled to enhanced severance payments if such executive officer’s employment is terminated by Choice under certain circumstances or by the executive officer because of certain adverse changes, in each case, within a fixed time period following the Offer and the Second-Step Mergers.

Fees and Expenses

Information Agent

Choice has retained MacKenzie Partners Inc. (the “Information Agent”) in connection with the Offer. The Information Agent may contact holders of shares of Wyndham Common Stock by mail, telephone, facsimile, the Internet, email, newspapers and other publications of general distribution and in person and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners of shares of Wyndham Common Stock. Choice will pay the Information Agent a customary fee for these services and the solicitation and advisory services described below, in addition to the Information Agent’s reasonable, customary and documented out-of-pocket expenses. Choice agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer.

Choice has also retained the Information Agent for solicitation and advisory services in connection with certain solicitations described in this Exchange Offer, for which the Information Agent will receive a reasonable and customary fee. Choice has also agreed to reimburse the Information Agent for certain out-of-pocket expenses and to indemnify the Information Agent against certain liabilities and expenses, including reasonable legal fees and related charges.

Lenders

As discussed above, Choice expects to have sufficient cash resources available to complete the transactions contemplated by the Exchange Offer and the Second-Step Mergers. In addition to cash on hand, Choice currently intends to borrow or otherwise finance up to approximately $6.0 billion to complete the acquisition of Wyndham, repay Wyndham’s indebtedness, if required, and pay related transaction expenses. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for such amounts; however, Choice has not negotiated the terms of, or entered into, any such financing agreement and Choice cannot provide any assurances that such financing will be available when and as needed or on terms that Choice believes to be commercially reasonable. In the event such debt financing is received, Choice will pay such lenders certain fees relating to such debt financing.

Exchange Agent

In addition, Choice has retained Computershare as the Exchange Agent in connection with the Offer. Choice will pay the Exchange Agent reasonable and customary compensation for its services in connection with the Offer, will reimburse the Exchange Agent for its reasonable out-of-pocket expenses and will indemnify the Exchange Agent against certain liabilities and expenses.

Dealer Managers

Choice has retained GS and Moelis to act as joint dealer managers in connection with the Offer and will pay the dealer managers a customary fee as compensation for their services. Choice has also agreed to reimburse the dealer managers for certain expenses. The obligations of the dealer managers to perform this function are subject to certain conditions. Choice has agreed to indemnify the dealer managers against certain liabilities, including liabilities under the federal securities laws. Questions about the terms of the Offer may be directed to the dealer managers at their address and telephone number set forth on the back cover page of this Exchange Offer.

The dealer managers and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The dealer managers and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they have received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the dealer managers and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their respective customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of Choice or Wyndham (in either case directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with Choice or Wyndham. The dealer managers and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Except as set forth above, Choice will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the Offer. Choice will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers.

Accounting Treatment

The Proposed Combination with Wyndham would be accounted for under the acquisition method of accounting under U.S. generally accepted accounting principles, with Choice being the accounting acquirer, which means that Wyndham’s results of operations will be included with Choice’s results of operations from the date of completion of Offer and Second-Step Mergers and Wyndham’s consolidated assets and liabilities will be recorded at their fair values at the same date.

CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The Exchange Offer is being made by Choice through Purchaser, directly to Wyndham’s stockholders. In accordance with this Exchange Offer, each outstanding share of Wyndham Common Stock would be exchanged for the Standard Election Consideration, the Cash Election Consideration or the Stock Election Consideration, subject to the election and proration procedures described in this Exchange Offer, plus the Additional Consideration, if any.

In light of Wyndham’s recent unwillingness to discuss the proposal for a negotiated business combination with Choice, and the Wyndham board of director’s public statements with respect to Choice’s prior proposals, Choice is making the Exchange Offer directly to Wyndham stockholders upon the terms and subject to the conditions set forth in this Exchange Offer as an alternative to a negotiated transaction only due to the fact that Wyndham refuses to discuss the proposal with Choice.

In connection with the Proposed Combination, Choice expects to have sufficient cash resources available to complete the transactions contemplated by the Exchange Offer and the Second-Step Mergers. In addition to cash on hand, Choice currently intends to borrow or otherwise finance up to approximately $6 billion to complete the Proposed Combination, repay a portion of Wyndham’s indebtedness and pay related transaction expenses. Choice is highly confident in its ability to obtain fully committed financing based on indications from two separate bulge bracket global banks for such amounts; however, Choice has not negotiated the terms of, or entered into, any such financing agreement and Choice cannot provide any assurances that such financing will be available when and as needed or on terms that Choice believes to be commercially reasonable.

At this time, no merger agreement relating to the Proposed Combination has been entered into between Choice and Wyndham, and Choice can provide no assurance as to whether or when any such agreement may be executed or when the Proposed Combination will be consummated, nor can it provide assurance on the terms of such an agreement if or when executed. Accordingly, the terms of any agreement with respect to the Proposed Combination may be different than those reflected within these unaudited pro forma condensed combined financial statements, which are based on the terms as set forth within this Exchange Offer, and that difference could be material.

As discussed in Note 1, Choice is not affiliated with Wyndham and has not had the cooperation of Wyndham’s management or due diligence access to Wyndham or its business or management in the preparation of the unaudited pro forma condensed combined financial information contained herein. Choice has not received information from Wyndham concerning its business and financial condition for any purpose, including preparing these unaudited pro forma condensed combined financial statements. Accordingly, these unaudited pro forma condensed combined financial statements have been prepared by Choice based solely on publicly available information, including Wyndham’s financial statements, analyst reports and investor presentations.

The selected unaudited pro forma condensed combined financial information was prepared by Choice and gives effect to the Proposed Combination and the related financing (together, the “Transaction”).

The unaudited pro forma condensed combined financial information contained herein sets forth the following:

•

The historical consolidated financial information of Choice, as of and for the year ended December 31, 2023, is derived from Choice’s audited consolidated financial statements;

•

The historical financial information of Wyndham, adjusted to reflect certain reclassifications to conform the financial statement presentation with that of Choice, as of and for the year ended December 31, 2023, is derived from Wyndham’s audited consolidated financial statements;

•

Pro forma adjustments to give effect to the Transaction on the unaudited pro forma condensed combined balance sheet as of December 31, 2023, as if the Transaction closed on December 31, 2023; and

•

Pro forma adjustments to give effect to the Transaction on the unaudited pro forma condensed combined statement of income for the year ended December 31, 2023, as if the Transaction closed on January 1, 2023.

This unaudited pro forma condensed combined financial information should be read in conjunction with:

•

Choice’s audited consolidated financial statements and related notes thereto, as of and for the year ended December 31, 2023, included in Choice’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on February 20, 2024;

•

Wyndham’s audited consolidated financial statements and related notes thereto, as of and for the year ended December 31, 2023, which are incorporated by reference into this Exchange Offer.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11, Pro Forma Financial Information (“Article 11”) under Regulation S-X of the Exchange Act, giving effect to the application of the acquisition method of accounting, as promulgated by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and the related financing necessary to effectuate the Transaction. ASC 805 requires, among other things, that under the acquisition method of accounting, the acquired assets and assumed liabilities be recognized at their acquisition-date fair value, using the fair value concepts as defined in ASC Topic 820, Fair Value Measurement (“ASC 820”).

The unaudited pro forma condensed combined financial statements are prepared with Choice treated as the assumed accounting acquirer. In determining the acquirer for accounting purposes, Choice considered the five factors identified in ASC 805-10-55-12. Additionally, the accounting for the acquisition of Wyndham is dependent upon certain valuations that are provisional and are subject to change. Because Wyndham has not permitted us to conduct any due diligence, and we are limited in our understanding based only on what is publicly available, we have not performed the detailed valuation analyses necessary to arrive at the final estimates of the fair market value of the Wyndham assets to be acquired and liabilities to be assumed and the related allocations of the purchase price. However, as indicated in the notes to the unaudited pro forma condensed combined financial statements, Choice has made certain adjustments to the historical book values of the assets and liabilities of Wyndham to reflect preliminary estimates of the fair value of intangible assets acquired with the residual excess of the purchase price over the historical net assets of Wyndham recorded as goodwill. Actual adjustments will differ from those reflected in the unaudited pro forma condensed combined financial statements once Choice is able to determine the final purchase price for Wyndham and has completed the valuation analyses necessary to finalize the purchase price allocations and identified any necessary conforming accounting changes or other acquisition-related adjustments for Wyndham. Choice will finalize these amounts as we obtain the information necessary to complete the measurement process. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma condensed combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will likely occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and Choice’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information should be read in conjunction with the notes herein, is for informational purposes only, is not intended to represent nor be indicative of the actual results of operations or financial position of Choice or Wyndham had the Transaction been completed on the dates assumed, nor should it be considered indicative of the future consolidated results of operations or financial

position of the combined company. Furthermore, while the unaudited pro forma condensed combined financial information does give effect to the costs incurred to effectuate the Transaction, it does not give effect to any anticipated synergies, operating efficiencies, revenue enhancements or cost savings that may result from the Transaction, or the costs necessary to achieve these synergies, operating efficiencies and cost savings. Further, the unaudited pro forma condensed combined financial information does not reflect the effect of any regulatory actions that may impact the unaudited pro forma condensed combined financial statements when the Transaction is completed.

Because Choice presents its historical financial statements in thousands, some amounts presented in millions herein may not match Choice’s historical financial statements due to rounding.

CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED DECEMBER 31, 2023

(IN MILLIONS, EXCEPT PER SHARE DATA)


						Pro Forma Adjustments
	Choice Historical			Wyndham Historical, as Reclassified (Note 2)		Financing Adjustments (Note 4)				Transaction Adjustments (Note 5)				Pro Forma Combined
REVENUES
Royalty, licensing and management fees	$	513		$	642	$	—			$	16		(e)	$	1,171
Initial franchise fees		28			16		—				—				44
Platform and procurement services		75			—		—				—				75
Owned hotels		98			—		—				—				98
Other		46			148		—				—				194
Other revenues from franchised and managed properties		784			591		—				—				1,375

Total revenues		1,544			1,397		—				16				2,957
OPERATING EXPENSES
Selling, general and administrative		216			208		—				(9	)	(b)		415
Business combination, diligence and transaction costs		56			11		—				72		(g)		139
Depreciation and amortization		40			76		—				171		(d)		287
Owned hotels		71			—		—				—				71
Other expenses from franchised and managed properties		782			582		—				—				1,364

Total operating expenses		1,165			877		—				234				2,276
Impairment of long-lived assets		(4	)		—		—				—				(4	)

Operating income (loss)		375			520		—				(218	)			677
OTHER EXPENSES AND INCOME, NET
Interest expense, net		56			102		515		(b)		(43	)	(g)(i)		630
Gain on extinguishment of debt		(4	)		—		—				—				(4	)
Other (gain) loss		(11	)		20		—				(10	)	(f)		(1	)
Equity in net (gain) loss of affiliates		(3	)		—		—				—				(3	)

Total other expenses and income, net		38			122		515				(53	)			622

Income (loss) before income taxes		337			398		(515	)			(165	)			55
Income tax expense (benefit)		78			109		(131	)	(c)		(25	)	(j)		31

Net income (loss)	$	259		$	289	$	(384	)		$	(140	)		$	24

Basic earnings per share	$	5.11		$	3.43								(o)	$	0.31
Diluted earnings per share	$	5.07		$	3.41								(o)	$	0.31

See accompanying notes to the unaudited pro forma condensed combined financial information.

CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2023

(IN MILLIONS


							Pro Forma Adjustments
	Choice Historical			Wyndham Historical, as Reclassified (Note 2)			Financing Adjustments (Note 4)				Transaction Adjustments (Note 5)					Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	27		$	66		$	5,872	(a	)	$	(5,710	)	(a	)	$	255
Accounts receivable, net		196			241			—				—					437
Income taxes receivable		14			—			—				—					14
Notes receivable, net		21			—			—				—					21
Prepaid expenses and other current assets		39			66			—				(4	)	(b	)		101

Total current assets		297			373			5,872				(5,714	)				828
Property and equipment, at cost (net)		493			88			—				—					581
Operating lease right-of-use assets		85			10			—				—					95
Goodwill		220			1,525			—				3,218		(c	)		4,963
Intangible assets, net		811			1,807			—				4,393		(d	)(e)		7,011
Notes receivable, net		79			—			—				—					79
Investments in equity securities, at fair value		116			—			—				(116	)	(f	)		—
Investments, employee benefit plans, at fair value		40			—			—				—					40
Investments in affiliates		71			—			—				—					71
Deferred income taxes		90			12			—				(2	)	(j	)		100
Other assets		93			218			—				(80	)	(b	)(g)(i)		231

Total assets	$	2,395		$	4,033		$	5,872			$	1,699				$	13,999

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	131		$	32		$	—			$	—				$	163
Accrued expenses and other current liabilities		109			224			—				72		(h	)		405
Deferred revenue		108			91			—				—					199
Liability for guest loyalty program		95			75			—				—					170
Current portion of long-term debt		499			37			5,872	(a	)		(31	)	(i	)		6,377

Total current liabilities		942			459			5,872				41					7,314
Long-term debt		1,069			2,164			—				(1,663	)	(i	)		1,570
Long-term deferred revenue		134			167			—				—					301
Deferred compensation and retirement plan obligations		46			—			—				—					46
Deferred income taxes (liability)		—			325			—				1,120		(j	)		1,445
Income taxes payable		9			—			—				(3	)	(j	)		6
Operating lease liabilities		109			6			—				—					115
Liability for guest loyalty program - noncurrent		43			42			—				—					85
Other liabilities		7			124			—				—					131

Total liabilities		2,359			3,287			5,872				(505	)				11,013

Common stock		1			1			—				—		(k	)		2
Additional paid-in-capital		331			1,599			—				1,411		(l	)		3,341
Accumulated other comprehensive loss		(6	)		19			—				(19	)	(m	)		(6	)
Treasury stock, at cost		(2,047	)		(1,361	)		—				1,361		(m	)		(2,047	)
Retained earnings		1,757			488			—				(549	)	(n	)		1,696

Total shareholders’ equity		36			746			—				2,204					2,986

Total liabilities and shareholders’ equity	$	2,395		$	4,033		$	5,872			$	1,699				$	13,999

See accompanying notes to the unaudited pro forma condensed combined financial information.

CHOICE HOTELS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Amounts In Millions Unless Otherwise Indicated)

1. Description of the Transaction and Basis of Presentation

Choice is offering to exchange for each issued and outstanding share of Wyndham Common Stock, at the election of the holder, $49.50 in cash and 0.324 shares of Choice stock, plus the Additional Consideration, if any. The purpose of the Exchange Offer is for Choice to acquire all of the outstanding shares of common stock of Wyndham in order to combine the businesses of Choice and Wyndham. Choice intends, promptly after consummation of the Exchange Offer, to cause the Purchaser to merge with and into Wyndham, with Wyndham as the surviving corporation (the “First Merger”), following which Wyndham will merge with and into a newly formed wholly owned subsidiary of Choice (“NewCo”), with NewCo as the surviving corporation (together with the First Merger, the “Second-Step Mergers”), after which Wyndham would be a direct or indirect wholly owned subsidiary of Choice.

With respect to the Proposed Combination, it should be noted that Choice is not affiliated with Wyndham and has not had the cooperation of Wyndham’s management or due diligence access to Wyndham or its business or management in the preparation of these unaudited pro forma condensed combined financial statements. Choice has not received, in connection with the Proposed Combination, information from Wyndham concerning its business and financial condition for any purpose, including preparing these unaudited pro forma condensed combined financial statements. Accordingly, these unaudited pro forma condensed combined financial statements have been prepared by Choice based solely on publicly available information, including Wyndham’s financial statements, analyst reports and investor presentations. Supplemental information and procedures may provide Choice with additional information that could materially affect the purchase price allocation as well as the accompanying assumptions and pro forma adjustments. Disclosures are included in the accompanying notes to the unaudited pro forma condensed combined financial statements to the extent certain limitations are identified, which may have a significant impact on the pro forma adjustments.

Choice has prepared the unaudited pro forma condensed combined financial information in accordance with Article 11 of Regulation S-X, applying the acquisition method of accounting under ASC 805, with Choice as the acquirer and Wyndham as the acquiree for accounting purposes. Pursuant to the guidance in ASC 805, the acquisition method of accounting requires the purchase price to be allocated to the acquisition-date fair values of the acquired assets and assumed liabilities, with any excess recorded as goodwill. To facilitate this allocation of purchase price and using the fair value concepts outlined in ASC 820, Choice has estimated the preliminary fair value of the acquired assets and assumed liabilities as of December 31, 2023, Wyndham’s most recent historical financial reporting date. Because Choice has not had the cooperation of Wyndham management in preparing these preliminary estimates of fair value, Choice’s assumptions used in the determination of these preliminary estimates of fair value will likely change once Choice is given access to management and further information concerning Wyndham’s assets and liabilities. There can be no assurance that these changes will not be material.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies or cost savings that may be a result of the Transaction or the costs necessary to achieve these synergies, operating efficiencies and cost savings. It does, however, give effect to the anticipated costs to be incurred by Choice to effectuate the Transaction that had not yet been recorded as of the date of the unaudited pro forma condensed combined balance sheet. See Note 5 for further details.

During the preparation of the unaudited pro forma condensed combined financial information, Choice performed a preliminary review of Wyndham’s accounting policies, based on the information publicly disclosed by Wyndham. Accordingly, Choice has only performed limited procedures to date because Wyndham has not permitted us to conduct any due diligence on Wyndham, nor engaged in conversations with us that would allow

us to perform a fulsome assessment and identification of any accounting policy differences. Based on the publicly available information we reviewed, we did not identify any adjustments that were necessary and quantifiable to conform the accounting policies used to produce Wyndham’s historical financial statements to those of Choice. Where possible, certain reclassifications have been made in order to conform the historical financial statement presentation of Wyndham with Choice. See Note 2 for the detailed reclassification adjustments. A final review of Wyndham’s accounting policies will be performed if and when the Transaction is consummated. Differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. Furthermore, in an effort to present the unaudited pro forma condensed combined financial statements in a manner that we believe is clear and most useful for the potential users of these unaudited pro forma condensed combined financial statements, we have presented the values contained herein in millions (unless otherwise stated), and certain Choice historical financial statement captions have been condensed. Because Choice presents its historical financial statements in thousands, some amounts presented in millions herein may not match Choice’s historical financial statements due to rounding.

2. Reclassification Adjustments

The following presents the impacts of certain reclassification adjustments made to the Wyndham historical financial statements, in order to conform Wyndham’s financial statement presentation to our expected presentation for the go-forward combined company. These adjustments have been identified by Choice based solely on our review of Wyndham’s public financial information. The adjustments identified below may have been different and additional adjustments may have been identified had Choice been given access to Wyndham’s management and/or further information regarding the nature and breakdown of each account balance.

WYNDHAM HOTELS & RESORTS, INC.

STATEMENT OF INCOME

RECLASSIFICATION ADJUSTMENTS

FOR YEAR ENDED DECEMBER 31, 2023


	Wyndham Historical		Reclassification Adjustments					Wyndham Historical, as Reclassified		Combined Company Presentation
Net revenues
Royalties and franchise fees	$	532	$	(16	)	(a	)	$	516	Royalty, licensing and management fees
				16		(a	)		16	Initial franchise fees
Marketing, reservation and loyalty		578		—					578	Other revenues from franchised and managed properties
Management and other fees		14		—					14	Royalty, licensing and management fees
License and other fees		112		—					112	Royalty, licensing and management fees
Other		148		—					148	Other

Fee-related and other revenues		1,384		—					1,384
Cost reimbursements		13		—					13	Other revenues from franchised and managed properties

Net revenues		1,397		—					1,397
Expenses
Marketing, reservation and loyalty		569		—					569	Other expenses from franchised and managed properties
Operating		94		(17	)	(b	)		77	Selling, general and administrative
				17		(b	)		17	Other loss (gain)
General and administrative		130		—					130	Selling, general and administrative
Cost reimbursements		13		—					13	Other expenses from franchised and managed properties
Depreciation and amortization		76		—					76	Depreciation and amortization
Transaction-related		11		—					11	Business combination, diligence and transition costs
Separation-related		1		—					1	Selling, general and administrative

Total expenses		894		—					894

Operating income		503		—					503
Interest expense, net		102		—					102	Interest expense, net
Early extinguishment of debt		3		—					3	Other loss (gain)

Income before income taxes		398		—					398
Provision for income taxes		109		—					109	Income tax expense (benefit)

Net income	$	289	$	—				$	289

Reclassification adjustments made to the Wyndham historical statement of income for the year ended December 31, 2023:

(a)	Represents a reclassification of Royalties and franchise fees to Initial franchise fees to align with our expected combined company presentation.

(b)	Represents a reclassification of identifiable foreign currency gains and losses from Operating expense to Other loss (gain) to align with our expected combined company presentation.

100

WYNDHAM HOTELS & RESORTS, INC.

BALANCE SHEET

RECLASSIFICATION ADJUSTMENTS

AS OF DECEMBER 31, 2023


	Wyndham Historical			Reclassification Adjustments					Wyndham Historical, as Reclassified			Combined Company Presentation
Assets
Current assets
Cash and equivalents	$	66		$	—				$	66		Cash and cash equivalents
Trade receivables, net		241			—					241		Accounts receivable, net
Prepaid expenses		27			—					27		Prepaid expenses and other current assets
Other current assets		39			—					39		Prepaid expenses and other current assets

Total current assets		373			—					373
Property and equipment, net		88			—					88		Property and equipment, at cost (net)
Goodwill		1,525			—					1,525		Goodwill
Trademarks, net		1,232			—					1,232		Intangible assets, net
Franchise agreements and other intangibles, net		347			—					347		Intangible assets, net
Other non-current assets		468			(250	)				218		Other assets
		—			228		(a	)		228		Intangible assets, net
		—			12		(b	)		12		Deferred income taxes
		—			10		(c	)		10		Operating lease right-of-use of assets

Total assets	$	4,033		$	—				$	4,033

Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	37		$	—				$	37		Current portion of long-term debt
Accounts payable		32			—					32		Accounts payable
Deferred revenues		91			—					91		Deferred revenue
Accrued expenses and other current liabilities		299			(75	)				224		Accrued expenses and other current liabilities
		—			75		(d	)		75		Liability for guest loyalty program

Total current liabilities		459			—					459
Long-term debt		2,164			—					2,164		Long-term debt
Deferred income taxes		325			—					325		Deferred income taxes (liability)
Deferred revenues		167			—					167		Long-term deferred revenue
Other non-current liabilities		172			(48	)				124		Other liabilities
		—			6		(e	)		6		Operating lease liabilities
		—			42		(f	)		42		Liability for guest loyalty program

Total liabilities		3,287			—					3,287

Stockholders’ equity
Preferred stock		—			—					—		Preferred stock
Common stock		1			—					1		Common stock
Treasury stock		(1,361	)		—					(1,361	)	Treasury stock
Additional paid in capital		1,599			—					1,599		Additional paid in capital
Retained earnings		488			—					488		Retained earnings
Accumulated other comprehensive loss		19			—					19		Accumulated other comprehensive loss

Total stockholders’ equity		746			—					746

Total liabilities and stockholders’ equity	$	4,033		$	—				$	4,033

101

Reclassification adjustments made to the Wyndham historical balance sheet as of December 31, 2023:

(a)	Represents a reclassification of Development Advance Notes from Other non-current assets to Intangible assets, net to align with our expected combined company presentation.

(b)	Represents a reclassification of deferred income taxes from Other non-current assets to Deferred income taxes to align with our expected combined company presentation.

(c)	Represents a reclassification of operating lease right of use assets from Other non-current assets to Operating lease right-of-use assets to align with our expected combined company presentation.

(d)	Represents a reclassification of the current portion of the loyalty program liability from Accrued expenses and other current liabilities to Liability for guest loyalty program (current) to align with our expected combined company presentation.

(e)	Represents a reclassification of operating lease liabilities from Other non-current liabilities to Operating lease liabilities to align with our expected combined company presentation.

(f)	Represents a reclassification of the long-term portion of the loyalty program liability from Other non-current liabilities to Liability for guest loyalty program (non-current) to align with our expected combined company presentation.

3. Preliminary Purchase Price and Resulting Allocation

As part of the acquisition method of accounting, the preliminary purchase price has been estimated to be $8,847. This preliminary purchase price has been allocated to the acquired assets and assumed liabilities, based on their preliminary acquisition-date fair values, in accordance with ASC 805 and ASC 820. Further, the purchase price allocation for the purposes of these unaudited pro forma condensed combined financial statements was primarily limited to the identification and valuation of intangible assets. Choice believes this is an appropriate approach based on a review of similar type acquisitions which appeared to indicate that the most significant and material portion of the purchase price would be allocated to identifiable intangible assets and goodwill. For purposes of these unaudited pro forma condensed combined financial statements, Choice has assumed Wyndham’s historical carrying values approximate fair value, unless otherwise indicated in Note 5.


Assets acquired	Amount
Cash and cash equivalents	$	66
Accounts receivable		241
Prepaid expenses and other current assets		62
Property and equipment		88
Operating lease right-of-use of assets		10
Intangible assets		6,200
Deferred income taxes		12
Other assets		138

Total assets acquired	$	6,817

Liabilities assumed
Accounts payable	$	32
Accrued expenses and other current liabilities		224
Deferred revenue – current		91
Liability for guest loyalty program – current		75
Current portion of long-term debt		6
Long-term debt		501
Long-term deferred revenue		167
Deferred income taxes (liability)		1,445
Operating lease liabilities		6
Liability for guest loyalty program – noncurrent		42
Other liabilities		124

Total liabilities assumed	$	2,713

Fair value of the net assets acquired	$	4,104
Goodwill		4,743

Total purchase consideration	$	8,847

102

These preliminary fair values were determined using the best information available as of the date of this filing. The adjustments necessary to reflect the application of purchase accounting and the recognition of the acquired assets and assumed liabilities at their acquisition-date fair value are further described in Note 5 below. As discussed in Note 1 herein, the finalization of these preliminary fair values, the preliminary purchase price and resulting allocation of such, is ongoing. Accordingly, the finalized amounts may differ from these preliminary amounts presented herein, and those differences may be material.

The following is a discussion regarding certain amounts not otherwise addressed in Note 5, but which may directly impact the aforementioned allocation of purchase price and resulting goodwill.

Property and equipment: Because we were not able to conduct detailed due diligence on the underlying assets that comprise Wyndham’s reported property and equipment balance, we have assumed for purposes of these unaudited pro forma condensed combined financial statements, that the carrying value of these assets approximates fair value. Choice does not have sufficient information as of the date of this Exchange Offer regarding the specific nature, age, condition, or location of Wyndham’s property and equipment to determine fair value. Given these elements can result in differences between fair value and the current net book value, Choice will conduct a valuation of the acquired property and equipment, if and when the Transaction is completed.

Operating lease right-of-use assets and liabilities: Similar to property and equipment, Choice has assumed the carrying values for operating lease right-of-use assets and liabilities approximates fair value. Given the lack of detailed information available to Choice as of the date of this Exchange Offer regarding the specific nature, location, and arrangements of the respective leases, the fair value is not determinable at this time and a full assessment will be conducted if and when the Transaction is complete.

The following table summarizes the components of the estimated consideration (in millions except per-share information and the exchange ratio):


Wyndham common shares outstanding*		81.0
Estimated outstanding equity awards, to be exchanged**		1.9

Estimated Wyndham shares outstanding		82.9
Cash consideration (per Wyndham share)	$	49.50

Estimated cash portion of purchase price	$	4,104
Estimated Wyndham shares outstanding		82.9
Exchange ratio		0.324