SILVER SPRING, Md., June 22, 2012 // PRNewswire // - Choice Hotels International, Inc. (NYSE: CHH) (the "Company") today announced the pricing of its senior notes in an aggregate principal amount of $400 million, in an underwritten, registered public offering. The notes will mature in June 2022 and will bear interest at a rate of 5.750%. The notes will be unsecured, unsubordinated obligations of the Company and will be guaranteed by certain U.S. subsidiaries of the Company.
The Company intends to use the net proceeds from the notes offering, together with a portion of the proceeds of an anticipated senior secured credit facility that the Company expects to enter into within approximately 30 days after the completion of the notes offering, to pay during 2012 a special cash dividend of approximately $600 million in the aggregate to the Company's stockholders. However, whether the Company will declare a special dividend, and, if so, the timing, amount and nature of any such dividend, will be subject to approval by the Company's board of directors. Any such approval will depend on a variety of factors, including the Company's ability both to complete the sale of the notes and to enter into the anticipated senior secured credit facility on terms acceptable to the Company; the Company's financial results, cash requirements and financial condition; the Company's ability to pay dividends under applicable state law; and other factors deemed relevant by the Company's board of directors. If the Company's board of directors does not approve a special cash dividend in the currently anticipated amount of approximately $600 million, the Company may use the proceeds from the sale of the notes to fund a special cash dividend of a smaller amount or may elect not to declare any special cash dividend, in which case the Company expects to use the proceeds of the notes offering for general corporate purposes. The notes offering is not conditioned on the closing of the anticipated new senior secured credit facility.
The offering is being made pursuant to an automatic shelf registration statement with respect to debt offerings that was previously filed with the Securities and Exchange Commission and became effective on August 18, 2010. A preliminary prospectus supplement and related prospectus relating to this offering have been filed with the Securities and Exchange Commission. The offering is expected to close on or about June 27, 2012.
Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BofA Merrill Lynch, Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering. SunTrust Robinson Humphrey, Inc. is acting as co-manager for the offering.
The senior notes offering may be made only by means of a preliminary prospectus supplement and the accompanying prospectus. When available, copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting: Deutsche Bank Securities Inc., Attn.: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, email: prospectus.CPDG@db.com, telephone: (800) 503-4611; Wells Fargo Securities, LLC, Attn: Client Support, 550 South Tryon Street, 7th Floor MAC D1086-070, Charlotte, NC 28202, telephone: (800) 326-5897, email: firstname.lastname@example.org; BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, Attn: Prospectus Department, telephone: email: email@example.com; Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: 212-902-9316 or by emailing firstname.lastname@example.org; or J.P. Morgan Securities LLC, 383 Madison Avenue, 3rd Floor, New York, New York 10179, Attn: Syndicate Desk, telephone: (800) 245-8812. A copy of the prospectus and the preliminary prospectus supplement may also be obtained from the SEC's website at www.sec.gov.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Choice Hotels International, Inc. franchises more than 6,100 hotels, representing more than 495,000 rooms, in the United States and more than 30 other countries and territories. As of March 31, 2012, more than 350 hotels were under construction, awaiting conversion or approved for development in the United States, representing more than 30,000 rooms, and approximately 80 hotels, representing approximately 7,000 rooms, were under construction, awaiting conversion or approved for development in approximately 20 other countries and territories. The Company's Comfort Inn, Comfort Suites, Quality, Sleep Inn, Clarion, Cambria Suites, MainStay Suites, Suburban Extended Stay Hotel, Econo Lodge and Rodeway Inn brands serve guests worldwide. In addition, via its Ascend Hotel Collection membership program, travelers in the United States, Canada and the Caribbean have upscale lodging options at member hotels.
This press release includes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors, including the negotiation and entry into a credit agreement for the anticipated new senior secured credit facility on acceptable terms if at all and the satisfaction of the closing conditions contained in the underwriting agreement between the Company and the underwriters with respect to the sale of the notes, which include a condition that there be no material adverse effect on the Company's business prior to the closing of the offering and other conditions in whole or in part beyond the Company's control.
Several factors could cause actual results, performance or achievements of the company to differ materially from those expressed in or contemplated by the forward-looking statements. Such risks include, but are not limited to, changes in debt market conditions; changes to general, domestic and foreign economic conditions; operating risks common in the lodging and franchising industries; risks associated with acquisitions and development of new brands; changes to the desirability of the Company's brands as viewed by hotel operators and customers; changes to the terms or termination of the Company's contracts with franchisees; deterioration in the financial condition of franchisees; the Company's ability to keep pace with improvements in technology utilized for reservations systems and other operating systems; decrease in brand loyalty due to increasing use of internet reservation channels; fluctuations in the supply and demand for hotel rooms; and the Company's ability to effectively manage its indebtedness. These and other risk factors are discussed in detail in the Risk Factors section of the Company's Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Choice Hotels, Choice Hotels International, Comfort Inn, Comfort Suites, Quality, Sleep Inn, Clarion, Cambria Suites, MainStay Suites, Suburban Extended Stay Hotel, Econo Lodge, Rodeway Inn and Ascend Collection are proprietary trademarks and service marks of Choice Hotels International.
© 2012 Choice Hotels International, Inc. All rights reserved.
SOURCE Choice Hotels International, Inc.
Vice President, Public Relations
Choice Hotels International, Inc.