Wyndham Hotels & Resorts confirms receipt of Second Request from FTC

Wyndham Hotels & Resorts (WH) confirmed receipt of a 40-page and 65-topic ‘Second Request’ from the Federal Trade Commission, or FTC, in connection with Choice Hotels International’s (CHH) unsolicited proposed acquisition of Wyndham: “From the beginning, Wyndham has consistently stated that this transaction would be subject to an FTC Second Request, and therefore the FTC’s decision to issue one is no surprise,” said Stephen P. Holmes, Chairman of the Board. “Choice, on the other hand, continues to ignore the significant risk this poses to our shareholders, and mischaracterize how the FTC will define the relevant market. The protracted review process – with an unpredictable timeline and outcome – would substantially reduce the value of Choice’s offer and disrupt Wyndham’s business.” Holmes continued, “The Second Request, which is issued in only around 1% of deals reviewed by the FTC, marks the start of a complex, lengthy process as both parties provide the FTC with the terabytes of data and documents it has requested, with an uncertain outcome and no guarantee of closing. Despite the distraction, the Board and management team will continue to execute Wyndham’s standalone strategy with a focus on providing shareholders with long-term, sustainable value.” Wyndham will comply fully with the FTC’s Second Request as required by law. The effect of the Second Request is to extend the 30-day waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976.