Item 2.01. Completion of Acquisition or Disposition of Assets

Share Sale and Purchase Agreement

On August 11, 2022 Choice Hotels International, Inc. (the "Company"), completed its previously announced acquisition of (1) all of the issued and outstanding shares of Radisson Hospitality, Inc. ("Radisson Americas") and (2) certain trademarks held by Radisson Hospitality Belgium BV/SRL ("Radisson Belgium") covering (i) the United States of America and its territories, namely Guam, American Samoa, Northern Mariana Islands, Puerto Rico and the U.S. Virgin Islands; (ii) all countries located on the continents of North America and South America; and (iii) all countries and territories located on the Caribbean Sea (the "Transaction"), pursuant to a Share Sale and Purchase Agreement, dated as of June 12, 2022, by and among the Company, Radisson Holdings Inc. (the "Seller"), Radisson Americas, Aplite Holdings AB and Radisson Belgium (the "Purchase Agreement").

The purchase price paid at closing (the "Closing Purchase Price"), funded by cash on hand, was approximately $673,155,000 (the "Purchase Price"), reflecting adjustments relating to disclosed leakage, including reductions for transaction expenses payable by Radisson Americas.

The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 12, 2022.

Item 8.01 Other Events.

On August 11, 2022, Choice Hotels International, Inc. issued a press release announcing the consummation of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired.

The Company intends to file the financial statements of the business acquired as required by this Item 9.01(a) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information as required by this Item 9.01(b) under cover of Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.



(d) Exhibits.



Exhibit
  No.       Description

99.1          Press Release, dated August 11, 2022, issued by Choice Hotels
            International, Inc.

 104        Cover page Interactive data file (embedded with in the inline XBRL
            document)



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