Wyndham Hotels & Resorts, Inc. · NYSE:WH
Wyndham Hotels & Resorts — Proxy Contest (December 2023)
30 slides from Wyndham Hotels & Resorts's proxy contest presentation, Dec 18, 2023
Slide 1: No Room for Wrong Choice: A Standalone Wyndham is a Better Path
No Room for Wrong Choice A Standalone Wyndham is a Better Path Strong Track Record of Value Creation Segment-leading YOY organic net YTD pipeline Adjusted EBITDA Fras cash flow atantion rate? room growth? growth? growths conversion Offer Ignores Wyndham's Standalone Growth Prospects © Global growth
Slide 2: Advisors; About Wyndham Hotels & Resorts
Advisors Deutsche Bank Securities Inc. and PJT Partners are serving as financial advisors and Kirkland & Ellis LLP and Arnold & Porter Kaye Scholer LLP are legal advisors to Wyndham. About Wyndham Hotels & Resorts Wyndham Hotels & Resorts (NYSE: WH) is the world's largest hotel franchising company b
Slide 3: Wyndham's Standalone Plan Provides Significant Upside to Choice's Offer
Wyndham’s Standalone Plan Provides Significant Upside to Choice’s Offer Wyndham’s growth opportunity, consistent with our published guidance in October 2023, far exceeds Choice’s $90 offer and represents more compelling value for shareholders. Choice’s Egregious Mischaracterization' Fact: WH Provide
Slide 4: Presentation made available to investors December 18, 2023
On December 18, 2023, Wyndham Hotels & Resorts, Inc. made the following presentation available to investors.
Slide 5: A Choice That's No Choice At All
WYNDHAM HOTELS & RESORTS A Choice That’s No Choice At All Choice’s Hostile Offer Raises Unprecedented Risks Under Antitrust Law and for Wyndham’s Shareholders December 18, 2023
Slide 6: Important Additional Information
Important Additional Information This presentation is not an offer to purchase er a solicitation of an offer to sell any securities or the solicitation of any vote or approval. Wyndham Hetels & Resorts, Inc. Wyndham” or the “Company” has filed with the U.S, Securities and Exchange Commission (the “S
Slide 7: Choice's Hostile Offer is All But Guaranteed to Fail Under Antitrust Law
(> <<) Choice’s Hostile Offer is All But Guaranteed to Fail Under Antitrust Law Choice conveniently pretends this deal is about giving guests more options to book a room for a night - it is not It’s time for Choice to admit the core competitive overlaps between the two of us: providing franchise ser
Slide 8: Protracted Antitrust Investigation is Guaranteed and Damages Wyndham and Its Shareholders
ke te = protracted Antitrust Wcsiaston is Guaranteed and Damages Wyndham and Its Shareholders While Benefitting Choice 8 by Wyndham Wichita South WYNDHAM
Slide 9: The FTC Investigation Has Already Begun and It Will Take Significant Time To Resolve
The FTC Investigation Has Already Begun and It Will Take Significant Time To Resolve In a rare move, Wyndham was contacted by the FTC in early November announcing an investigation had commenced, long before Choice launched the hostile Offer or filed HSR Investigation requires collection of terabytes
Slide 10: Wyndham's Business Will Be Materially Harmed During a Lengthy FTC Investigation
Wyndham’s Business Will Be Materially Harmed During a Lengthy FTC Investigation ah —_ Le + Lower gross openings + Lower retention/higher + Wyndham’s uncertain during review period attrition of existing future will deter new + Lower signings during franchisees applicants review period resulting in +
Slide 11: The FTC is Likely to Seek to Block the Transaction
3 —_ in AQ, The FTC is A ikely ive) 2) Seek to Block the Transaction anda Court is Likely to ai
Slide 12: Choice's Offer Reduces Alternatives to Economy & Midscale Hotel Franchisees
Choice’s Offer Reduces Alternatives to Economy & Midscale Hotel Franchisees who Desire to Operate a Nationally Branded Hotel This is the exact harm antitrust law is designed to protect against Wyndham’s Franchisee Value Propo: Well-Recognized Brands + Access to iconic hot marketing funds that anners
Slide 13: Four Factors Relevant to the FTC and Courts: All Trigger Alarms
Four Factors Relevant to the FTC and Courts: All Trigger Alarms Traditional measures of antitrust analysis (market share, Herfindahl-Hirschman Inclex (HHIs) and The Deal Will Empower past win-loss data) all show that combining Choice and Wyndham will harm franchisees in the Choice to Raise Prices, e
Slide 14: Market Shares Tell Us the Transaction Should be Termed Presumptively Unlawful
@ Traclitional measures of antitrust anal Market Shares Tell Us that the Transaction Should be Termed “Presumptively Unlawful” Combined company would represent 57% 67% of economy hotel franchisees* of midscale hotel franchisees* Economy Share* Midscale Share* ue Palace Best Other Tae tgs Other Weste
Slide 15: Another Antitrust Tool Suggests Transaction Should be Termed Presumptively Unlawful
@ Traditional measures of antitrust analysis Another Antitrust Tool Suggests Transaction Should be Termed “Presumptively Unlawful” The FTC/DOJ 2010 Merger Guidelines state that a change in the “Herfindahl-Hirschman Index” (HHIs) of over 200 in an already highly concentrated market means the deal is
Slide 16: Past Wins and Losses Show Choice and Wyndham are Closest Competitors
Traditional measures of antitrust analysis Past Wins and Losses Further Reinforce That Choice and Wyndham are Each Other’s Closest Competitors Choice is our #1 Approximately closest competitor one-quarter of and we are winning Wyndham’s more than ever: our conversions in the win rate against U.S.* w
Slide 17: Do-It-Yourself Independent Hotels are a Completely Different Business
C2) Independents are not substitutes Do-lt-Yourself Independent Hotels are a Completely Different Business Independent hotels are a fundamentally different product offering to franchisees than franchised hotels Characteristic Branded Independent Consistent Product with Design Mandates Hands-on Marke
Slide 18: New Entrants in the Economy and Midscale Segments Are Insignificant
3} New entrants are insignificant New Entrants in the Economy and Midscale Segments Are Insignificant and Will Not be Credited Number of Economy Franchised Hotels Number of Midscale Franchised Hotels = AmericInn e “oe @ Wyndham RAMADA @ choice _~ y 2 Garner” © x oe $95 J $0 2022 Average Daily Rate $
Slide 19: Franchisees Know their Business and the Risk this Deal Presents
C4) Negative franchisee reaction Franchisees Know their Business - and the Risk this Deal Presents - Best In many ways, their opinions matter most “ There is significant risk that a change to Choice would be a step backward. [...] Wyndham is nota bunch of 'box-checkers'. They are accessible and flex
Slide 20: Choice's Deal Protections are a Sham and the Antitrust Issues Are Formidable
Choice’s Deal Protections are a Sham and the Antitrust Issues Are Formidable Choice crafted a series of smokescreens to create an illusion of deal protections, but any compensation would be inadequate, its ticking fee a ghost, and its remedy commitment hollow Following an inevitable lengthy investig
Slide 21: Digital advertisements published December 18, 2023
On December 18, 2023, Wyndham Hotels & Resorts, Inc. published the below digital advertisements.
Slide 22: Website launched December 18, 2023
On December 18, 2023, Wyndham Hotels & Resorts, Inc. launched the below website.
Slide 23: Important Notice
Important Notice Important Additional information website Is not an otter to purchase or solicitation of an offer to sell any securities or the solicitation of ‘oF approval. Wyndham Hotels & Resorts Inc. (Wyndham or the "Company" has fled with the US. tionftecommendation statement on Schedule ice Pr
Slide 24: No Room for Wrong Choice website
No Room. for. Wrong Choice strongly opposed by franchisee owners. <n Quick Links No Room for Wrong Choice “A Standalode Wyndham Tasertereatn Vist https://staywyndham.com/ to learn more Sign up for email alerts
Slide 25: Contacts
WYNDHAM ome — saremas contacts Contacts Investor Relations Media Inquiries Matt Capuzsi Msi Gri Senior Vie President, Investor Relations Jonathan SalzbergerScott Winter Innisree MBA Incorporated Darya Al Qattan/Stephen Petibone/Paut 1212:7505833 een Sign up for email alerts
Slide 26: Inadequate Offer Value and Consideration
WYNDHAM Inadequate Offer Value and Consideration Choice's Offer i dth ly Valued Choice Stock Choice stock is at significant risk for further price degradation, With a slower-crowing Business and a pro-forma constrained balance sheet with els. et leverage level 1 Attempt to Mask Anemic Organic Growth
Slide 27: Materials
WYNDHAM wow Materials PRESS RELEASES PRESENTATIONS INFOGRAPHICS SEC FILINGS Sign up for email alerts
Slide 28: Strong Opposition from Franchisees
WYNDHAM Strong Opposition from Franchisees t Pp Transaction Franchisees have vehemently expressed their opposition to a proposed transaction, which helghtens the level of business risk and risk of FTC scrutiny 1» Overwhelmingly Negative Reaction: Franchisees are concerned with the lack of Coa Pa Oe
Slide 29: Uncertain Regulatory Timeline and Outcome
WYNDHAM Uncertain Regulatory Timeline Outcome Qncertain Regulatory Timeline and Out involves an uncertain regulatory timeline and Se asymmetrical risks for Wyndham shareholders largest US. provider of hotel fa Largest USS Provider of Hotel Franchise Services: Cho ould Se ees Income guests ~ economy
Slide 30: Wyndham's Superior Standalone Plan
WYNDHAM Wyndham’'s Superior Standalone Plan celta sian er Sema asaU gu Sk luidance in October 2023, could provide up to $44 of incremental share price appreciation and represents afar more compelling value than Choice's $85 of ‘= Market-Oriven Current Prica: Wyndham's share price performance is in-t
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