Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 17, 2021, pursuant to the terms of the Merger Agreement, the Merger was
completed, with Merger Sub being merged with and into the Company, with the
Company surviving the Merger as a wholly owned subsidiary of Parent. A
description of the consideration payable to holders of the Company's common
stock, par value $0.01 per share (the "Common Stock"), and holders of restricted
stock units and performance stock units is set forth under the headings "The
Merger Agreement-Consideration to be Received in the Merger," "The Merger
Agreement-Treatment of RSUs," "The Merger Agreement-Treatment of PSUs" and "The
Merger Agreement-Payment for the Common Stock" in the Company's Definitive Proxy
Statement filed with the SEC on February 9, 2021 (the "Proxy Statement"), and
such descriptions are incorporated herein by reference.
The total purchase price (the "Aggregate Purchase Price") paid by Parent in the
acquisition was approximately $90 million and was financed by an equity
contribution by ABP Trust, a Maryland statutory trust, to Parent, in accordance
with terms and conditions set forth in an equity commitment letter.
The foregoing description, including the portions incorporated by reference
herein, does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement, which is incorporated by
reference as Exhibit 2.1 hereto and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, on March 17, 2021, the
Company submitted a written request to the New York Stock Exchange ("NYSE") for
the NYSE to cease trading of the Common Stock on the NYSE and to suspend the
listing of the Common Stock, in each case prior to market open on March 18,
2021, and to file with the SEC an application on Form 25 to delist the Common
Stock from the NYSE and deregister the Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company intends to file with the SEC a certification on Form 15 with respect
to the Common Stock requesting the deregistration of the Common Stock under
Section 12(g) of the Exchange Act and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
The information set forth in Item 2.01 (including the sections of the Proxy
Statement listed therein) is incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
Upon the effective time of the Merger on March 17, 2021, each issued and
outstanding share of Common Stock was canceled and ceased to exist, and holders
of Common Stock immediately prior to such effective time ceased to have any
rights as shareholders of the Company (other than their right to receive the
merger consideration of $3.50 per share in cash, without interest, pursuant to
the Merger Agreement). The foregoing description does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Merger
Agreement, which is incorporated by reference as Exhibit 2.1 hereto and
incorporated herein by reference.
The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 is
incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger on March 17, 2021, the Company became a wholly owned subsidiary of Parent
and, accordingly, a change in control of the Company occurred.
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The information set forth in Item 2.01, Item 3.01 and Item 5.02 is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger Agreement, R. Carter Pate, Frederic F.
Brace, Linda C. Coughlin, Ted Darnall, Janet L. Hendrickson, Joseph B. Megibow
and Kenneth R. Trammell, the directors of the Company immediately prior to the
effective time of the Merger on March 17, 2021, ceased serving as members of the
Company's board of directors and each committee thereof, and Adam D. Portnoy,
Jennifer B. Clark and John G. Murray, the directors of Merger Sub immediately
prior to the effective time of the Merger on March 17, 2021, became the
directors of the Company following the consummation of the Merger until the
earlier of their death, resignation or removal or until their respective
successors are duly elected and qualified.
Also pursuant to the terms of the Merger Agreement, immediately prior to the
effective time of the Merger on March 17, 2021, (i) John J. Russel Jr. ceased
serving as Chief Executive Officer of the Company, (ii) Gary Kohn ceased serving
as Executive Vice President, Chief Financial Officer of the Company and
(iii) Harry Sladich ceased serving as Executive Vice President, Lodging
Development and Franchise Operations of the Company. Carlos R. Flores, Jennifer
B. Clark and Stephen P. Miano, the President, Secretary and Treasurer of Merger
Sub, respectively, immediately prior to the effective time of the Merger on
March 17, 2021, became the President, Secretary and Treasurer of the Company,
and Keith J. Pierce became the Executive Vice President, President of
Franchising of the Company, following the consummation of the Merger until the
earlier of their death, resignation or removal or until their respective
successors are duly elected and qualified.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the effective time of the Merger on March 17, 2021, the articles of
incorporation of the Company were amended and restated in their entirety. In
addition, in connection with the Merger, the bylaws of the Company have been
amended and restated in their entirety so that they are identical to the bylaws
of Merger Sub immediately prior to the Merger. The amended and restated articles
of incorporation of the Company and the amended and restated bylaws of the
Company are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and
are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description of Exhibit
2.1* Agreement and Plan of Merger, dated as of December 30, 2020, by and
among Red Lion Hotels Corporation, Sonesta International Hotels
Corporation and Roar Merger Sub Inc. (incorporated by reference to
Exhibit 2.1 to Red Lion Hotels Corporation's Current Report on
Form 8-K filed with the SEC on December 31, 2020).
3.1 Amended Articles of Incorporation of Red Lion Hotels Corporation.
3.2 Second Amended and Restated Bylaws of Red Lion Hotels Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain schedules to the Agreement and Plan of Merger have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. Registrant will
furnish copies of such schedules to the SEC upon request by the SEC.
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