On November 6, 2021, CorePoint Lodging Inc., a Maryland corporation (“CorePoint”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among CorePoint, Cavalier Acquisition Owner LP (as assignee of Cavalier Acquisition JV LP), a Delaware limited partnership (“Parent”) and Cavalier MergerSub LP (as assignee of Cavalier Acquisition Owner LP), a Delaware limited partnership and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, CorePoint will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity in the Merger as a wholly owned subsidiary of Parent. The board of directors of CorePoint has approved the Merger Agreement and the transactions contemplated thereby, including the Merger.
As previously disclosed, on January 14, 2022, CorePoint filed a definitive proxy statement with the Securities and Exchange Commission relating to the special meeting of its stockholders to be held on March 1, 2022 (the “Special Meeting”) to consider and vote on various proposals necessary to approve the Merger Agreement (the “proxy statement”).
Following the filing of the proxy statement five purported stockholders filed the following actions, Wang v. CorePoint Lodging Inc., et al., 1:22-cv-00026 (S.D.N.Y. Jan. 3, 2022), Whitfield v. CorePoint Lodging Inc., et al., 1:22-cv-00147 (S.D.N.Y. Jan. 6, 2022), Gorrell v. CorePoint Lodging Inc., et al., 1:22-cv-00146 (E.D.N.Y. Jan. 10, 2022), Main Line Capital Investments, LLC v. CorePoint Lodging Inc., et al., 1:22-cv-00409 (S.D.N.Y. Jan. 17, 2022) (the “Main Line Action”), and Bushansky v. CorePoint Lodging Inc., et al., 1:22-cv-00308 (D. Colo. Feb. 2, 2022) (collectively, the “Actions”), against CorePoint and the members of the CorePoint Board of Directors. The Actions allege, among other things, that the proxy statement, misstates or fails to disclose certain material information in violation of federal securities laws. In addition, the Main Line Action also alleges claims of breach of fiduciary duty and aiding and abetting such breach of fiduciary duty. The Actions seek, among other relief, either an order enjoining the merger or rescission if the merger is consummated.
In addition, following the filing of the proxy statement five purported stockholders sent demand letters to CorePoint on February 9, 10, 11, 17 and 18, 2022 (collectively, the “Demand Letters”). The Demand Letters allege similar claims of deficiencies in the proxy statement as those noted in the above-referenced Actions.
Solely to moot the unmeritorious disclosure claims and to minimize the risk, costs, burden, nuisance and uncertainties inherent in litigation, without admitting any liability or wrongdoing, CorePoint hereby supplements the disclosures contained in the proxy statement (the “Supplemental Disclosures”). The Supplemental Disclosures are set forth below and should be read in conjunction with the proxy statement.
CorePoint vigorously denies that the proxy statement is deficient in any respect and that the Supplemental Disclosures are material or required. CorePoint believes that the claims asserted in the Actions and Demand Letters are without merit and that no further disclosure is required to supplement the proxy statement under applicable laws. Nothing in this Current Report on Form 8-K will be deemed an admission of the legal necessity or materiality under any applicable laws for any of the disclosures set forth herein.
SUPPLEMENT TO PROXY STATEMENT
CorePoint hereby provides these Supplemental Disclosures to the proxy statement. This supplemental information should be read in conjunction with the proxy statement, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the proxy statement.
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The section of the proxy statement entitled “The Merger—Background of the Merger” is hereby supplemented as follows: |
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The second full paragraph on page 36 (such paragraph beginning with “In furtherance of its consideration of these types…”) of the proxy statement is hereby amended and restated to read as follows (supplemented disclosure is bolded and underlined): |
In furtherance of its consideration of these types of potential strategic alternatives, the Board and CorePoint’s senior management have discussed a number of such alternatives with representatives of J.P. Morgan and Hodges Ward Elliot, LLC (“HWE”) from time to time, including during periods without any formal engagements. CorePoint has sought advice from these advisors for a number of reasons that include J.P. Morgan’s and HWE’s experience and expertise as financial advisors in a wide variety of transactions and familiarity with CorePoint’s business, including, in the case of J.P. Morgan, J.P. Morgan’s work as financial advisor to La Quinta Holdings Inc. in connection with the 2018 acquisition of La Quinta Holdings Inc. by Wyndham Hotels & Resorts, Inc. (“Wyndham”) and the related spin-off of CorePoint from La Quinta Holdings Inc. and, in the case of HWE, HWE’s experience relating to the sales of hotel properties. In connection with the process that led to the proposed merger, CorePoint discussed strategic alternatives with representatives of J.P. Morgan and HWE throughout the course of the events in 2021 described below, and CorePoint formally entered into engagement letters with J.P. Morgan and HWE as its financial advisors (which, in the case of HWE, provided that HWE would provide advisory services to CorePoint in support of the process being managed by J.P. Morgan as lead investment banker) effective as of July 13, 2021 in connection with a potential sale of, or other significant strategic transaction involving, CorePoint. CorePoint has also worked with Simpson Thacher & Bartlett LLP (“Simpson Thacher”) from time to time since the completion of the spin-off from La Quinta Holdings Inc. CorePoint discussed various matters and the process that led to the proposed merger with representatives of Simpson Thacher throughout the course of the events in 2021 described below.