Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 2.01 of this Current Report on Form 8-K is
incorporated into this Item 1.02 by reference.
Revolving Facility
In connection with the completion of the Merger, on March 3, 2022, all
outstanding obligations in respect of principal, interest and fees under that
certain Credit Agreement, dated as of May 30, 2018 (as amended, restated,
supplemented or otherwise modified, the "Credit Agreement"), by and among
CorePoint Operating Partnership L.P., a Delaware limited partnership ("CorePoint
OP"), CorePoint Borrower L.L.C., a Delaware limited liability company, as
borrower, the Company, CorePoint OP GP L.L.C., a Delaware limited liability
company, JPMorgan Chase Bank, N.A. ("JPMorgan Chase Bank"), as administrative
agent and as an issuing lender, the other financial institutions party thereto,
as lenders, and the other parties party thereto, were repaid and all commitments
under the Credit Agreement were terminated (other than certain customary
contingent obligations and existing letters of credit). The Company did not
incur any material early termination penalties as a result of such terminations.
CMBS Facility
Also in connection with the completion of the Merger, on March 3, 2022, all
outstanding obligations in respect of principal, interest and fees under that
certain Loan Agreement, dated as of May 30, 2018 (as amended, restated,
supplemented or otherwise modified, the "CMBS Loan Agreement"), by and among
certain indirect wholly-owned subsidiaries of the Company, as borrowers,
CorePoint TRS L.L.C., a Delaware limited liability company ("CorePoint TRS"),
CorePoint OP and JPMorgan Chase Bank, as lender, were repaid. The Company did
not incur any material early termination penalties as a result of such
repayment.
Blackstone Agreements
Also in connection with the Merger, on March 3, 2022, that certain Stockholders
Agreement, dated as of May 30, 2018 (the "Stockholders Agreement"), by and among
the Company and certain affiliates of Blackstone Inc. (the "Blackstone
Investors"), and that certain Registration Rights Agreement, dated as of May 30,
2018 (the "Registration Rights Agreement"), by and among the Company and the
Blackstone Investors, was terminated.
Wyndham Agreements
Also in connection with the Merger, on March 3, 2022, certain hotel management
agreements, each dated May 30, 2018 (each as amended, restated, supplemented or
otherwise modified, the "Hotel Management Agreements"), by and between CorePoint
TRS and LQ Management L.L.C. ("LQ Management") were terminated. On March 3,
2022, the Company paid to LQ Management approximately $85 million in termination
fees in connection with the termination of the Hotel Management Agreements.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the merger (the
"Effective Time"), (i) each outstanding share of common stock, par value $0.01
per share, of the Company ("Company Common Stock") (other than Company Common
Stock (a) owned by the Company, Parent or Merger Sub and not held on behalf of
third parties (the "Cancelled Shares"), (b) owned by any direct or indirect
wholly owned subsidiary of the Company or Parent (other than Merger Sub) (the
"Converted Shares") and (c) subject to vesting restrictions granted under the
Company's 2018 Omnibus Incentive Plan (the "Company Stock Plan") (the
"Restricted Stock")) was automatically converted into the right to receive
$15.99 per share in cash, without interest (the "Merger Consideration") and
(ii) each outstanding share of the Company's Redeemable Series A Preferred
Stock, par value $0.01 per share (the "Company Preferred Stock"), was
automatically converted into a unit of a newly created series of preferred
limited partnership interests of Merger Sub with substantially identical powers,
preferences, privileges and rights as the Company Preferred Stock. The Merger
Consideration was funded with funds available to Parent under (i) its equity
commitment letter, dated November 6, 2021, by and between Parent and CRE Credit
Holdco II, LP and its equity commitment letter, dated November 6, 2021, by and
among Parent, Mahmood Khimji and Mehdi Khimji, (ii) that certain Mortgage Loan,
dated March 3, 2022, by and among Deutsche Bank AG, New York Branch, Bank of
Montreal, Cavalier Arizona LP, Cavalier California LP, Cavalier Colorado LP,
Cavalier Florida LP, Cavalier North Carolina LP, Cavalier Texas LP, Cavalier LT
Aggregate LP and Cavalier ST Aggregate Propco LP and (iii) that certain Bridge
Loan, dated March 3, 2022, by and among HG Vora Special Opportunities Master
Fund, Ltd., CPLG TX Properties L.L.C., CPLG Properties L.L.C., CPLG FL
Properties L.L.C. and CPLG Portfolio East L.L.C.
Pursuant to the Merger Agreement, immediately prior to the Effective Time,
(i) each outstanding share of Restricted Stock, restricted stock unit of the
Company (other than a performance-based restricted stock unit granted under the
Company Stock Plan (any such arrangement, a "PSU")) and deferred stock unit of
the Company granted under the Company Stock Plan (each such arrangement, other
than any PSU, a "Stock Unit") became vested and was cancelled and the holder of
each such Stock Unit became entitled to receive (without interest) an amount in
cash equal (x) the total number of shares of Company Common Stock subject to
such Stock Unit immediately prior to the Effective Time multiplied by (y)
$15.99, together with any applicable unpaid dividend equivalents provided under
the terms of any applicable Stock Unit award agreement, less applicable taxes
required to be withheld with respect to such payment (the "Stock Unit
Consideration") and (ii) each outstanding PSU of the Company became vested and
was cancelled and the holder of each such PSU became entitled to receive
(without interest), an amount in cash equal to (x) the number of shares of
Company Common Stock subject to such PSU immediately prior to the Effective
Time, calculated based on the greater of (A) actual performance achieved through
the Effective Time in accordance with the terms of such PSU, and (B) target
level performance, multiplied by (y) $15.99, together with any applicable unpaid
dividend equivalents provided under the terms of any applicable PSU award
agreement, less applicable taxes required to be withheld with respect to such
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 3, 2022, in connection with the closing of the Merger, the Company
notified the New York Stock Exchange (the "NYSE") of the completion of the
Merger and requested that the NYSE (i) suspend trading of the Company Common
Stock on the NYSE and (ii) file a notification of removal from listing on Form
25 with the SEC to delist the Company Common Stock from the NYSE and deregister
the Company Common Stock under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The NYSE halted trading in the Company
Common Stock effective prior to market open on March 3, 2022. After
effectiveness of the Form 25 on or about March 14, 2022, the Company intends to
file with the SEC a Form 15 suspending the Company's reporting obligations under
the Exchange Act.
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Item 3.03 Material Modification of Rights of Security Holders.
The information set forth under Items 1.02, 2.01, 3.01 and 5.01 of this Current
Report on Form 8-K is incorporated into this Item 3.03 by reference.
Pursuant to the Merger Agreement, at the Effective Time, the holders of Company
Common Stock outstanding immediately before the Merger (other than the Cancelled
Shares, the Converted Shares and the Restricted Stock) ceased to have any rights
as stockholders of the Company (other than the right to receive the Merger
Consideration). Pursuant to the Merger Agreement, immediately prior to the
Effective Time, the holders of Stock Units and PSUs ceased to have any rights as
stockholders of the Company (other than the right to receive the Stock Unit
Consideration and the PSU Consideration, respectively).
Item 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01 and 5.02 of this Current Report on
Form 8-K is incorporated into this Item 5.01 by reference.
At the Effective Time, a change of control of the Company occurred. The Company
merged with and into Merger Sub, with Merger Sub continuing as the surviving
entity in the Merger as a wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the Effective Time, in accordance with the terms of the Merger Agreement,
the Company ceased to exist and Merger Sub continued as the Surviving Entity,
and all of the directors of the Company ceased to be directors. No director was
terminated or resigned because of any disagreement with the Company, its
management or its board of directors on any matter relating to its operations,
policies or practices.
In connection with the Merger, on February 28, 2022, the compensation committee
of the board of directors of the Company approved the grant of a $250,000 deal
bonus to Mark Chloupek under the Corepoint Lodging Inc. Retention Bonus Plan,
which will be paid to Mark Chloupek shortly following the Closing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under the Introductory Note and Items 2.01 of this
Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of November 6, 2021, by
and among CorePoint Lodging Inc., Cavalier Acquisition JV LP and
Cavalier Acquisition Owner LP (incorporated by reference to
Exhibit 2.1 to CorePoint's Current Report on Form 8-K filed on
November 8, 2021)
104 The cover page from this Current Report on Form 8-K, formatted in
iXBRL (Inline eXtensible Business Reporting Language).
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