Cerberus Capital Management, L.P. and Highgate Hotels, L.P. entered into a definitive agreement to acquire CorePoint Lodging Inc. (NYSE:CPLG) from Blackstone Inc. (NYSE:BX) and others for $1 billion on November 6, 2021. Under the terms of the merger agreement, Highgate and Cerberus will acquire all outstanding shares of CorePoint common stock in an all-cash transaction valued at approximately $1.5 billion based on the $15.65 per share consideration, which reflects the assumption of current net debt and a $160 million buyer liability reserve for the Internal Revenue Service. Deutsche Bank and Bank of Montreal provided a debt financing commitment to Highgate and Cerberus on this transaction. Upon successful completion of the transaction, CorePoint's common stock will no longer be listed on the New York Stock Exchange, and the Company will be privately owned. CorePoint will be continuing as the surviving entity in the Merger as a wholly owned subsidiary of Parent. Upon termination of the Merger Agreement under certain specified circumstances, CorePoint will be required to pay the buyers a termination fee of $29 million. The Merger Agreement provides that the buyers will be required to pay CorePoint a termination fee of $58 million. 

Consummation of the Merger is subject to certain customary conditions, including (i) the approval of the Merger by the holders of a majority of the outstanding shares of CorePoint Common Stock, (ii) the absence of any law prohibiting or order preventing the consummation of the Merger, (iii) the receipt of certain regulatory approvals, to the extent required. The board of directors of CorePoint has approved the Merger Agreement and the transactions. The Board of Directors of Cavalier Acquisition Owner LP has approved and declared advisable this agreement, the Merger and the other transactions and has authorized the execution and delivery. General Partner of Cavalier Acquisition JV LP has approved and declared advisable this Agreement. Shareholders of CorePoint will hold a meeting on March 1, 2022, to approve the transaction. As of March 1, 2022, CorePoint stockholders approved the transaction. The transaction is also subject to the satisfaction of other customary closing conditions and is expected to close in the first quarter of 2022. The transaction is expected to close as early as March 3, 2022.


J.P. Morgan Securities LLC is serving as lead financial advisor and Fairness opinion provider to CorePoint, Hodges Ward Elliott, LLC as co-advisor and Eric M. Swedenburg, Jakob Rendtorff, David Rubinsky, Jeannine McSweeney, Sas Mehrara, Whitney Salinas, Steven Stickler, Brian Gluck, Edgar Lewandowski, Drew Purcell, Peter Guryan, Kelly Karapetyan, Adeeb Fadil and Lori Lesser of Simpson Thacher & Bartlett LLP as legal counsel to CorePoint. Deutsche Bank Securities Inc. is serving as financial advisor to Highgate and Cerberus. Gary Axelrod, Bradley Helms and Jonathan Solomon of Latham & Watkins LLP and David M. Klein and Michael P. Brueck of Kirkland & Ellis LLP acted as legal counsel to Highgate and Cerberus. For financial advisory services rendered in connection with the merger, CorePoint has agreed to pay J.P. Morgan an estimated fee of $23.6 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the merger. Innisfree M&A Inc. is the proxy solicitation agent of CorePoint for a fee of approximately $40,000, plus a contingent success fee of $20,000. Broadridge Corporate Issuer Solutions, Inc. is the transfer agent for shares of CorePoint.

Cerberus Capital Management, L.P. and Highgate Hotels, L.P. completed the acquisition of CorePoint Lodging Inc. (NYSE:CPLG) from Blackstone Inc. (NYSE:BX) and others on March 3, 2022. In connection with the closing of the transaction, CorePoint notified the New York Stock Exchange (the “NYSE”) of the completion of the deal and requested that the NYSE (i) suspend trading of CorePoint Common Stock on the NYSE and (ii) file a notification of removal from listing.