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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Red Lion Hotels | NYSE:RLH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.49 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☐ | Definitive Proxy Statement | |
☒ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
RED LION HOTELS CORPORATION
(Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) |
Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) |
Proposed maximum aggregate value of transaction:
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(5) |
Total fee paid:
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☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) |
Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 9, 2021 (March 9, 2021)
RED LION HOTELS CORPORATION
(Exact name of Registrant as specified in its charter)
Washington | 001-13957 | 91-1032187 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1550 Market St. #425
Denver, CO 80202
(Address of principal executive offices, including zip code)
(509) 459-6100
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock | RLH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Item 8.01 |
Other Events |
On December 31, 2020, Red Lion Hotels Corporation, a Washington corporation (the Company), filed a Form 8-K with the Securities and Exchange Commission (the SEC) in connection with the proposed merger of a wholly owned subsidiary of Sonesta International Hotels Corporation, a Maryland corporation (Sonesta), with and into the Company (the Merger) pursuant to an Agreement and Plan of Merger, dated as of December 30, 2020 (as it may be amended from time to time, the Merger Agreement), by and among the Company, Sonesta and Roar Merger Sub Inc., a Washington corporation and a wholly owned subsidiary of Sonesta (Merger Sub). On January 26, 2021, the Company filed with the SEC its preliminary proxy statement on Schedule 14A (the Preliminary Proxy Statement) and on February 9, 2021, the Company filed with the SEC its definitive proxy statement on Schedule 14A relating to the special meeting of shareholders of the Company scheduled to be held on March 16, 2021 (the Definitive Proxy Statement) to, among other things, vote on a proposal to approve the Merger Agreement.
With this filing, the Company is hereby supplementing its disclosure in the Definitive Proxy Statement in connection with litigation brought by certain purported shareholders of the Company, which is described below.
Shareholder Litigation
Since the initial filing of the Preliminary Proxy Statement on Schedule 14A, ten actions (collectively, the Red Lion Shareholder Actions) have been filed in federal and state courts in Delaware, New York, Colorado, Washington and Pennsylvania by purported shareholders of the Company in connection with the transactions contemplated by the Merger Agreement: Van Cleave v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-00177 (D. Del. Feb. 9, 2021) (the Van Cleave Action); Raul v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-01208 (S.D.N.Y. Feb. 10, 2021) (the Raul Action); Romero v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-01307 (S.D.N.Y. Feb. 12, 2021) (the Romero Action); Babiker v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-00440 (D. Colo. Feb. 16, 2021) (the Babiker Action); Finger v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-00513 (D. Colo. Feb. 22, 2021) (the Finger Action); Franchi v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-00558 (D. Colo. Feb. 24, 2021) (the Franchi Action); Allentoff v. Red Lion Hotels Corporation, et al., Case No. 21-2-02579-6 (Wash. Super. Feb. 24, 2021) (the Allentoff Action); Devaney v. Red Lion Hotels Corporation, et al., Case No. 21-2-02580-0 (Wash. Super. Feb. 24, 2021) (the Devaney Action); Waterman v. Red Lion Hotels Corporation, et al., Case No. 2:21-cv-00916 (E.D. Pa. Feb. 26, 2021) (the Waterman Action); and Anderson v. Red Lion Hotels Corporation, et al., Case No. 1:21-cv-00617 (D. Colo. Mar. 2, 2021) (the Anderson Action). Each of the Red Lion Shareholder Actions names the Company and its directors as defendants, and the Allentoff Action and Devaney Action name John. J. Russell Jr., the Companys Chief Executive Officer (CEO), as an additional defendant. Each of the Van Cleave Action, Raul Action, Romero Action, Babiker Action, Finger Action, Franchi Action, Waterman Action and Anderson Action alleges, among other things, that the Definitive Proxy Statement on Schedule 14A is false and misleading and/or omits material information concerning the transactions contemplated by the Merger Agreement in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9 promulgated under the Exchange Act. Each of the Allentoff Action and the Devaney Action alleges that the Companys directors and CEO breached their fiduciary duties by entering into the Merger Agreement for inadequate consideration and through an unfair process, as well as by allegedly causing materially misleading and incomplete information to be disseminated to the Companys shareholders. The plaintiffs in the Red Lion Shareholder Actions, among other things, seek to enjoin the transactions contemplated by the Merger Agreement and an award of attorneys fees and expenses.
While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law and denies the allegations in the pending actions described above, in order to moot the plaintiffs disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its shareholders, the Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement related to the plaintiffs claims with the supplemental disclosures set forth below (the Supplemental Disclosures). These Supplemental Disclosures should be read in conjunction with the rest of the Definitive Proxy Statement, which is available at the SECs website, www.sec.gov, or from the Companys website at https://ir.redlion.com/, and which we urge you to read in its entirety. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company and the other named defendants specifically deny all allegations in the complaints, including the allegations that any additional disclosure was or is required or material.
To the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All references to sections and subsections herein are references to the corresponding sections or subsections in the
Definitive Proxy Statement, all page references are to pages in the Definitive Proxy Statement, and terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. Unless stated otherwise, the new text in the Supplemental Disclosures is in boldface and underlined to highlight the supplemental information being disclosed.
Supplemental Disclosures to Definitive Information Statement
1. The disclosure under the heading The MergerCertain Company Forecasts is hereby amended and supplemented by including the text and the tables below (and with respect to the tables, exactly as the tables appear below) on page 40 of the Definitive Proxy Statement prior to the Financing of the Merger heading:
The Revenue, EBITDA and Unlevered Free Cash Flow figures provided in the summary above were derived from the following forecasts prepared by the Companys management (amounts may reflect rounding):
Twelve Months Ended December 31 | ||||||||||||||||||||
($ in Millions) | 2020E | 2021E | 2022E | 2023E | 2024E | |||||||||||||||
Upscale Brands Royalty Fees |
$ | 3.7 | $ | 3.5 | $ | 6.3 | $ | 8.9 | $ | 11.1 | ||||||||||
Select Service Brands Royalty Fees |
11.6 | 10.6 | 10.0 | 10.4 | 11.3 | |||||||||||||||
Marketing, Reservations and Reimbursables (MRR) Revenue |
19.3 | 19.5 | 21.8 | 24.2 | 26.0 | |||||||||||||||
Other Franchise Revenue |
2.5 | 1.8 | 1.5 | 1.6 | 1.7 | |||||||||||||||
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Total Franchise Revenue* |
$ | 37.1 | $ | 35.4 | $ | 39.6 | $ | 45.1 | $ | 50.1 | ||||||||||
MRR Expenses |
(18.7 | ) | (17.5 | ) | (20.2 | ) | (22.4 | ) | (24.1 | ) | ||||||||||
Selling, General, Administrative and Other Expenses |
(18.6 | ) | (15.9 | ) | (17.8 | ) | (19.3 | ) | (21.3 | ) | ||||||||||
plus: Separation Costs |
1.0 | | | | | |||||||||||||||
plus: Interest & Other Income |
0.3 | | 0.3 | 0.3 | 0.3 | |||||||||||||||
plus: Tax Assessment |
0.3 | | | | | |||||||||||||||
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Core EBITDA |
$ | 1.4 | $ | 2.0 | $ | 1.9 | $ | 3.7 | $ | 5.0 | ||||||||||
plus: Canvas EBITDA |
| 0.3 | | | | |||||||||||||||
(less) plus: Company Operated Hotels EBITDA |
(1.2 | ) | | 0.8 | 0.8 | 0.5 | ||||||||||||||
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Total EBITDA |
$ | 0.2 | $ | 2.3 | $ | 2.8 | $ | 4.5 | $ | 5.6 | ||||||||||
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* Franchise revenue forecasts do not include revenue from licenses of the Companys technology platform, Canvas, and revenue from Company operated hotels which were estimated to total $13.7 in 2020 in the aggregate.
Twelve Months Ended December 31 | ||||||||||||||||||||
($ in Millions) | 2020E | 2021E | 2022E | 2023E | 2024E | |||||||||||||||
Total EBITDA |
$ | 0.2 | $ | 2.3 | $ | 2.8 | $ | 4.5 | $ | 5.6 | ||||||||||
less: Sales Tax Impact |
(1.2 | ) | (1.0 | ) | | | | |||||||||||||
less: Net Working Capital (Increase) / Decrease |
(1.5 | ) | 0.9 | | | | ||||||||||||||
less: Key Money |
(1.0 | ) | (1.6 | ) | (2.1 | ) | (2.4 | ) | (2.7 | ) | ||||||||||
plus: Other Cash Flow Impacts* |
5.1 | 0.7 | 1.7 | 1.7 | 1.7 | |||||||||||||||
less: Capital Expenditures |
(2.0 | ) | (1.4 | ) | (1.9 | ) | (2.0 | ) | (2.0 | ) | ||||||||||
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Unlevered Free Cash Flow |
$ | (0.5 | ) | $ | (0.0 | ) | $ | 0.4 | $ | 1.8 | $ | 2.5 | ||||||||
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* Company forecasts estimated that the disposition of RL Olympia would result in $0 net proceeds to the Company. The Company forecasts assume no sale of RL Baltimore.
2. The disclosure under the heading The MergerOpinion of Financial Advisor to the Company is hereby amended and supplemented by adding the following to the second-to-last paragraph on page 36 of the Definitive Proxy Statement:
Discounted Cash Flow Analysis. Jefferies performed a discounted cash flow analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the calendar years ending December 31, 2021 through December 31, 2024, and the present value of the terminal value of the Company, using the forecasts provided by management of the Company. The implied terminal value of the Company was derived by applying a selected range of terminal multiples of 14.0x to 16.0x to the Companys estimated
calendar year 2024 Adjusted EBITDA. The present values (as of December 31, 2020) of the cash flows and terminal values were then calculated using a selected discount rate range of 13.5% to 15.0%, which was based on the Companys estimated weighted average cost of capital, to derive a range of implied enterprise values for the Company. Jefferies then added the Companys estimated net cash as of December 31, 2020, approximately $30.3 million, to the range of implied enterprise values, and divided the result by 25,714,901, the number of fully diluted shares of common stock at the time of the calculation, each as provided or based upon information furnished to Jefferies by Company management, to derive a range of implied equity values per share of common stock. This analysis indicated a range of implied equity values per share of common stock of approximately $3.03 to $3.38, as compared to the merger consideration of $3.50 per share.
3. The disclosure under the heading The MergerOpinion of Financial Advisor to the Company is hereby amended by amending and replacing in its entirety the disclosure that begins with Selected Public Companies Analysis on page 36 and ends with Enterprise Value Multiples on page 37 of the Definitive Proxy Statement with the following:
Selected Public Companies Analysis. Jefferies reviewed publicly available financial, stock market and operating information of the Company and selected publicly traded companies in the real estate and lodging industry that Jefferies considered generally relevant for purposes of its analysis.
Jefferies reviewed, among other information and to the extent publicly available, enterprise values of the selected public companies, calculated as fully diluted equity values based on closing stock prices on December 30, 2020, plus total debt and preferred equity (as applicable) less cash and cash equivalents and short-term investments, as a multiple of estimated earnings before interest, taxes, depreciation and amortization, or EBITDA, for the calendar years 2021, 2022 and 2023, respectively. Financial data of the selected public companies were based on publicly available research analysts estimates, public filings and other publicly available information. Financial data of the Company was based on the financial projections provided by Company management.
The selected public companies and the financial data reviewed included the following:
Selected Public Companies Analysis
Selected Public Companies |
Enterprise Value /
FY2021E EBITDA |
Enterprise Value /
FY2022E EBITDA |
Enterprise Value /
FY2023E EBITDA |
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Choice Hotels International, Inc. |
21.1x | 17.9x | 16.7x | |||
Hilton Worldwide Holdings, Inc. |
24.3x | 17.7x | 15.2x | |||
Hyatt Hotels Corporation |
40.7x | 17.3x | 14.0x | |||
Marriott International, Inc. |
24.2x | 16.9x | 14.4x | |||
Wyndham Hotels & Resorts, Inc. |
16.5x | 13.8x | 12.7x |
The low, high, mean and median enterprise value to estimated EBITDA multiples for the selected public companies were as follows:
4. The disclosure under the heading The MergerBackground of the Merger is hereby amended and supplemented by adding the below sentence immediately following the last sentence of the fifth paragraph on page 27 of the Definitive Proxy Statement:
The standstill provision restricts Party Ds ability to request or propose that the Company amend or waive any of the terms of the standstill provision. The standstill provision did not terminate upon the Companys execution of the merger agreement.
5. The disclosure under the heading The MergerBackground of the Merger is hereby amended and supplemented by adding the below sentence immediately following the last sentence of the third paragraph on page 28 of the Definitive Proxy Statement:
The standstill provision restricts Party Es ability to request or propose that the Company amend or waive any of the terms of the standstill provision. The standstill provision did not terminate upon the Companys execution of the merger agreement.
6. The disclosure under the heading The MergerBackground of the Merger is hereby amended and supplemented by adding the below sentence immediately following the last sentence of the third paragraph on page 30-31 of the Definitive Proxy Statement:
On the evening of December 30, 2020, the Company Board, together with members of senior management and representatives of Jefferies, CSCA, Gibson Dunn and Fox Rothschild, met to discuss the final version of the merger agreement. A representative of Fox Rothschild reviewed the applicable fiduciary duties of the Company Board under state law and a representative of Gibson Dunn reviewed the material terms of the merger agreement. Representatives of Jefferies then reviewed with the Company Board the Company Boards consideration of strategic alternatives over the prior 18 months, and Jefferies financial analysis of the merger consideration. The Company Board then discussed the terms of the merger agreement, including the ability of the Company to respond to certain unsolicited proposals, the Companys right to terminate the merger agreement in certain circumstances, the expense reimbursement and termination fee, provisions affecting certainty of closing, and conduct of the Companys business during the period of time between signing and closing. Following the Company Boards review of the terms of the final draft of the merger agreement, Jefferies rendered its opinion to the Company Board to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the merger consideration to be received by holders of shares of common stock of the Company pursuant to the merger agreement was fair, from a financial point of view, to such holders. Please see the section of this proxy statement entitled The MergerOpinion of Financial Advisor to the Company beginning on page 33 for further description of the opinion and analysis of the financial advisor. The Company Board did not request CSCA to perform an analysis as to the fairness of the merger consideration, nor did CSCA provide the Board with such an analysis. Thereafter, the Company Board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and fair to, and in the best interests of, the Company and its shareholders, and approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and recommended the adoption of the merger agreement by the Companys shareholders. For a description of the various factors considered by the Company Board, see the section entitled The MergerRecommendation of the Company Board.
Note on Forward Looking Statements
This communication contains forward-looking statements including, but not limited to, statements regarding the proposed merger with Merger Sub, including statements relating to satisfaction of the conditions to and consummation of the proposed transaction, the expected goals and benefits of the transaction, and the future leadership of the Company. Forward-looking statements are usually identified by the use of words such as believes, anticipates, expects, intends, plans, may, potential, will, could and similar expressions. Actual results may differ materially from those indicated by forward-looking statements as a result of various important factors and risks, including, but not limited to, the continuing impact of the COVID-19 pandemic on the Companys financial condition and results of operations. Additional factors, risks and uncertainties that could cause or contribute to such differences include, but are not limited to, the following: the ability of the parties to satisfy the conditions precedent and consummate the proposed transaction, the timing of consummation of the proposed Merger; the ability of the Company to secure shareholder approval in the anticipated timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; risks related to disruption of managements attention from ongoing business operations due to the pending transaction; potential adverse reactions or changes to employee or business relationships resulting from the announcement or completion of the proposed Merger; the risk of litigation or legal proceedings related to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; and other factors discussed in the Risk Factors section of the Companys most recent Annual Report on Form 10-K, the Companys subsequent Quarterly Reports on Form 10-Q and in other filings the Company makes with the SEC from time to time. All information provided in this Current Report on Form 8-K is as of the date hereof and the Company undertakes no duty to update this information except as required by law.
Additional Information about the Merger and Where To Find It
In connection with the proposed transaction, the Company has prepared and filed, and may in the future prepare and file, certain relevant documents with the SEC, including the Definitive Proxy Statement on Schedule 14A which was mailed to the Companys shareholders in connection with the Companys submission of the transaction for the consideration by the Companys shareholders at a special meeting to be held on March 16, 2021. This communication is not intended to be, and is not, a substitute for the Definitive Proxy Statement or any other document that the Company has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Definitive Proxy Statement and other relevant materials and any other documents filed or furnished by the Company with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, copies of the Definitive Proxy Statement and other relevant materials and documents filed by the Company with the SEC will also be available free of charge on the Investor Relations page of the Companys website located at https://ir.redlion.com/investor-relations.
Participants in the Solicitation of the Companys Shareholders
The Company, its directors and certain of its officers and employees, may be deemed to be participants in the solicitation of proxies from the Companys shareholders in connection with the proposed transaction. Information about the Companys directors and executive officers is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020, its definitive proxy statement for its 2020 annual meeting of shareholders filed with the SEC on April 6, 2020 and in the Definitive Proxy Statement, filed with the SEC on February 9, 2021, for the upcoming special meeting of the Companys shareholders to be held on March 16, 2021. To the extent the holdings of the Companys securities by the Companys directors and executive officers have changed since the amounts set forth in the Definitive Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge at the SECs web site at www.sec.gov and on the Investor Relations page of the Companys website located at https://ir.redlion.com/investor-relations. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction is included in the Definitive Proxy Statement the Company filed with the SEC on February 9, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RED LION HOTELS CORPORATION | ||||||
By: |
/s/ Gary Kohn |
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Date: March 9, 2021 | Name: | Gary Kohn | ||||
Title: |
Executive Vice President
Chief Financial Officer and Treasurer |
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