CorePoint Lodging Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-03-03: Form 8-K; Period of report 2022-03-03; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2022-03-01: Form 8-K; Period of report 2022-03-01; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2022-02-22: Form 8-K; Period of report 2022-02-22; Description 8.01 Other Events; Details 8.01.
- 2022-02-22: Form 8-K; Period of report 2022-02-22; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-03-03 | 8-K | 2022-03-03 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 On March 3, 2022, in connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the NYSE (i) suspend trading of the Company Common Stock on the NYSE and (ii) file a notification of removal from listing on Form 25 with the SEC to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth under Items 1.02, 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 The information set forth under Item 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 Upon the Effective Time, in accordance with the terms of the Merger Agreement, the Company ceased to exist and Merger Sub continued as the Surviving Entity, and all of the directors of the Company ceased to be directors. 5.03 The information set forth under the Introductory Note and Items 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. | d312375d8k.htm |
| 2022-03-01 | 8-K | 2022-03-01 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 1, 2022, CorePoint Lodging Inc. (“CorePoint”) held a special meeting of stockholders (the “CorePoint Special Meeting”) at which holders of CorePoint’s common stock, par value $0.01 per share, approved each of the proposals voted on at the CorePoint Special Meeting relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of November 6, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among CorePoint, Cavalier Acquisition Owner LP (as assignee of Cavalier Acquisition JV LP), and Cavalier MergerSub LP (as assignee of Cavalier Acquisition Owner LP) (“Merger Sub”). 8.01 On March 1, 2022, CorePoint issued a press release announcing the results of the voting at the CorePoint Special Meeting held on March 1, 2022. | d318047d8k.htm |
| 2022-02-22 | 8-K | 2022-02-22 | 8.01 Other Events | 8.01 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. | d303679d8k.htm |
| 2022-02-22 | 8-K | 2022-02-22 | 8.01 Other Events | 8.01 As previously disclosed, 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. | d263582d8k.htm |
| 2021-12-09 | 8-K | 2021-12-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on November 6, 2021, CorePoint Lodging Inc., a Maryland corporation (the “Company” or “CorePoint”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cavalier Acquisition JV LP, a Delaware limited partnership (“Parent”) and Cavalier Acquisition Owner LP, a Delaware limited partnership and wholly owned subsidiary of Parent (the “Merger Sub”) pursuant to which the Company will merge with and into the Merger Sub, with the Merger Sub continuing as the surviving corporation (the “Merger”). | cplg-20211208.htm |
| 2021-11-08 | 8-K | 2021-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2021, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2021. | cplg-20211108.htm |
| 2021-11-08 | 8-K | 2021-11-06 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 8, 2021, CorePoint issued a press release announcing CorePoint’s acquisition by a joint venture between affiliates of Highgate and Cerberus Capital Management, L.P. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference. | d247545d8k.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 30, 2021. | cplg-20210805.htm |
| 2021-07-13 | 8-K | 2021-07-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 13, 2021, CorePoint Lodging Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors, working together with its financial and legal advisors, has decided to explore strategic alternatives to maximize stockholder value. 7.01 The information included in Item 2.02 above is incorporated herein by reference. | d160912d8k.htm |
| 2021-05-21 | 8-K | 2021-05-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 20, 2021, CorePoint Lodging Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). | cplg-20210520.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended March 31, 2021. | cplg-20210506.htm |
| 2021-03-29 | 8-K | 2021-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 23, 2021, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CorePoint Lodging Inc. (the “Company”) approved cash-based short term incentive awards (the “2021 STI Awards”) for the performance period from January 1, 2021 through December 31, 2021 (the “Performance Period”) pursuant to the Company’s Section 16 Officer Short Term Incentive Plan (the “STI Plan”) to specified employees, including Keith A. Cline, the Company’s President and Chief Executive Officer, Daniel E. Swanstrom II, the Company’s Executive Vice President and Chief Financial Officer and Mark M. Chloupek, the Company’s Executive Vice President, Secretary and General Counsel (together, the “Executives”). 7.01 On March 23, 2021, the Board elected Yao (Rob) Song to the office of Senior Vice President and Chief Investment Officer. | d154619d8k.htm |
| 2021-03-11 | 8-K | 2021-03-11 | 2.02 Results of Operations and Financial Condition | 2.02 On March 11, 2021, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2020. | cplg-20210311.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2020, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended September 30, 2020. | cplg-20201105.htm |
| 2020-09-14 | 8-K | 2020-09-14 | 7.01 Regulation FD Disclosure | 7.01 On September 14, 2020, CorePoint Lodging Inc. (the “Company”) posted an investor presentation, which includes certain business and other updates, to its website at https://www.corepoint.com/investors/events-and-presentations. | cplg-20200914.htm |
| 2020-08-10 | 8-K | 2020-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2020, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended June 30, 2020. | cplg-20200810.htm |
| 2020-05-21 | 8-K | 2020-05-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 21, 2020, CorePoint Lodging Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). | form8-kxannualmeetingresul.htm |
| 2020-05-20 | 8-K | 2020-05-20 | 2.02 Results of Operations and Financial Condition | 2.02 On May 20, 2020, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended March 31, 2020. | form8-kx03312020.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 8.01 Other Events | 8.01 On May 11, 2020, Core Point Lodging Inc. (the “Company”) issued a press release announcing its plans to report financial results for the first quarter of 2020 after the market closes on Wednesday, May 20, 2020, and host a conference call for investors and interested parties on May 20, 2020, at 5:00 p.m. | form8-kxmay2020.htm |
| 2020-04-09 | 8-K | 2020-04-09 | 7.01 Regulation FD Disclosure | 7.01 On April 9, 2020, CorePoint Lodging Inc. (the “Company”) issued a press release providing an operational update and discussing the Company’s measures to mitigate the effects of the COVID-19 pandemic on its business. | form8-kxapril2020.htm |
| 2020-03-26 | 8-K | 2020-03-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 25, 2020, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CorePoint Lodging Inc. (the “Company”) approved cash-based short term incentive awards (the “2020 STI Awards”) for the performance period from January 1, 2020 through December 31, 2020 (the “Performance Period”) pursuant to the Company’s Section 16 Officer Short Term Incentive Plan (the “STI Plan”) to specified employees, including Keith A. Cline, the Company’s President and Chief Executive Officer, Daniel E. Swanstrom II, the Company’s Executive Vice President and Chief Financial Officer, and Mark M. Chloupek, the Company’s Executive Vice President, Secretary and General Counsel (together, the “Executives”). | form8-kxmarch2020.htm |
| 2020-03-12 | 8-K | 2020-03-12 | 2.02 Results of Operations and Financial Condition | 2.02 On March 12, 2020, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2019. | form8-kx12312019.htm |
| 2019-11-13 | 8-K | 2019-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2019, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2019. | form8-kx9302019.htm |
| 2019-10-23 | 8-K | 2019-10-18 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 The information set forth in Item 8.01 below is incorporated herein by reference. 8.01 On October 18, 2019, the Parties entered into the Settlement Agreement in connection with the notices of several events of default the Company gave to the Manager on July 30, 2019 and August 14, 2019. | d820486d8k.htm |
| 2019-08-13 | 8-K | 2019-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2019, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 30, 2019. | cplg-8k_20190813.htm |
| 2019-05-16 | 8-K | 2019-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 16, 2019, CorePoint Lodging Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). | d741144d8k.htm |
| 2019-05-14 | 8-K | 2019-05-13 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On May 14, 2019, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended March 31, 2019. 5.02 In connection with a reduction in force approved by the Company’s board of directors, John W. Cantele, the Company’s Executive Vice President and Chief Operating Officer, will cease to serve in such role, effective May 15, 2019. | cplg-8k_20190513.htm |
| 2019-04-01 | 8-K | 2019-03-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 26, 2019, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of CorePoint Lodging Inc. (the “Company”) approved cash-based short term incentive awards for the performance period from January 1, 2019 through December 31, 2019 (the “2019 STI Awards”) pursuant to the Company’s Short Term Incentive Plan for Section 16 Officers (the “STI Plan”) to specified employees, including Keith A. Cline, the Company’s President and Chief Executive Officer, Daniel E. Swanstrom II, the Company’s Executive Vice President and Chief Financial Officer, John W. Cantele, the Company’s Executive Vice President and Chief Operating Officer, and Mark M. Chloupek, the Company’s Executive Vice President, Secretary and General Counsel (together, the “Executives”). | d674834d8k.htm |
| 2019-03-21 | 8-K | 2019-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2019, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter and year ended December 31, 2018. | cplg-8k_20190307.htm |
| 2018-11-07 | 8-K | 2018-11-07 | 7.01 Regulation FD Disclosure | 7.01 On November 7, 2018, CorePoint Lodging Inc. (the “Company”) made available an investor presentation titled “CorePoint Lodging Investor Presentation – November 2018” through the Investor Relations section of its website (www.corepoint.com/investors). | d635202d8k.htm |
| 2018-11-06 | 8-K | 2018-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2018, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended September 30, 2018. | cplg-8k_20181105.htm |
| 2018-09-12 | 8-K | 2018-09-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On September 11, 2018, the Board of Directors (the “Board”) of CorePoint Lodging Inc. (the “Company”) increased the size of the Board from nine to eleven members and elected Jean M. Birch and Alice E. Gould as new directors to fill the vacancies created by the expansion. 7.01 On September 12, 2018, the Company issued a press release announcing the election of Mses. | d600558d8k.htm |
| 2018-08-13 | 8-K | 2018-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2018, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 30, 2018. | cplg-8k_20180813.htm |
| 2018-08-06 | 8-K | 2018-07-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 31, 2018 the Compensation Committee (the “Compensation Committee”) of the Board of Directors of CorePoint Lodging Inc. (the “Company”) approved the grant of cash-based annual incentive awards for the performance period from May 30, 2018 through December 31, 2018 (the “2018 AIP Awards”) to specified employees, including Keith A. Cline, the Company’s President and Chief Executive Officer, Daniel E. Swanstrom II, the Company’s Executive Vice President and Chief Financial Officer, John W. Cantele, the Company’s Executive Vice President and Chief Operating Officer, and Mark M. Chloupek, the Company’s Executive Vice President, Secretary and General Counsel (together, the “Executives”). | d592113d8k.htm |
| 2018-06-25 | 8-K | 2018-06-25 | 7.01 Regulation FD Disclosure | 7.01 On June 25, 2018, in connection with a proposed securitization transaction involving CorePoint Lodging Inc.’s (the “Company”) $1.035 billion secured mortgage loan, certain information was made available regarding the Company’s property portfolio and related matters. | d631963d8k.htm |
| 2018-06-04 | 8-K | 2018-05-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The discussion under Item 1.01 under the headings “CMBS Facility” and “Revolving Facility” is incorporated herein by reference. 3.02 In connection with La Quinta’s internal reorganization prior to the spin-off, the Company issued 15,000 shares of Cumulative Redeemable Series A Preferred Stock, par value $0.01 per share (the “Series A preferred stock”), to La Quinta Intermediate Holdings, L.L.C., a wholly owned subsidiary of La Quinta. 3.03 The information set forth under Item 3.02 above and Item 5.03 below is incorporated by reference into this Item 3.03. 5.01 The spin-off described in the Information Statement was consummated on May 30, 2018. 5.02 On May 30, 2018, the CorePoint Lodging Inc. 2018 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) became effective following its approval and adoption by the Company’s board of directors and sole stockholder. 5.03 On May 30, 2018, the Company’s Articles of Amendment and Restatement, in substantially the same form previously filed as Exhibit 3.1 to the Registration Statement, the Company’s Articles Supplementary relating to the Series A preferred stock, in substantially the same form previously filed as Exhibit 3.2 to the Registration Statement, and the Company’s Bylaws, in substantially the same form previously filed as Exhibit 3.3 to the Registration Statement, each became effective. 8.01 On May 30, 2018, the Company issued a press release announcing the consummation of the spin-off. | d594095d8k.htm |