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THE FRANCHISOR. AND ANY PARENTS.T-T-S PREDECESSORS. AND AFFILIATES

To simplify the language in this franchise disclosure document (the "Disclosure Document").Offering Circular, "the Company," "RRF," or "we" mean Red Roof Franchising, LLC, the franchisor. ."You" means the person who buys this franchise (and, for individuals, -your spouse), and may include a corporation, a partnership, or a limited liability company._ If a corporation, partnership, or limited liability company is the franchisee, "you" will also.include the franchisee''s owners.

 

The Franchisor, Parents, Affiliates, and Predecessors

 

______ �Franchisor

The franchisor is Red Roof Franchising. LLC. ("RRF") a Delaware limited liability company with a principal business address of 605 South Front Street. Columbus. Ohio 43215. RRF was formed in January 2007. In June 2007. RRF acquired all the rights to franchise Red Roof Inns and assumed as franchisor all existing Red Roof Franchise Agreements from Accor Franchising North America. LLC ("AFNA"). our immediate predecessor. This included Franchise Agreements between AFNA and its affiliate Motel 6 Operating LP for 7 Red Roof Inn locations.

From its formation in January 2007 until September 2007. RRF''s principal address was 4001 International Parkway. Carrollton. Texas 75007. From September 2007 through February 2008. RRF''s principal addresses were 5847 San Felipe. Suite 4650. Houston. Texas 77057 and 121 East Nationwide Boulevard. Columbus. Ohio 43215. The Red Roof Training Center is located at 121 East Nationwide Boulevard. Columbus. Ohio 43215.

RRF does business under the names Red Roof Franchising. Red Roof Inn, and Red Roof Inn and Suites. RRF offers franchises under the names Red Roof Inn� and Red Roof Inn & Suites�. It has offered franchises under these brands since September 2007. RRF has never offered franchises under any other brands, although the franchise agreements do not prohibit it from doing so. RRF does not own or operate any Red Roof Inn� or Red Roof Inn & Suites� locations. RRF is not engaged in other business activities.

RRF''s agents for service of process in each state are disclosed in Exhibit C.
_______ Parents

The parent company of RRF is Red Roof Inns. Inc.. ("RRI") a Delaware corporation having a principal business address of 605 South Front Street. Columbus. Ohio 43215. From September 2007 through February 2008. RRI''s principal addresses were 5847 San Felipe. Suite 4650. Houston. Texas 77057 and 121 East Nationwide Boulevard. Columbus. Ohio 43215. From July 2003 until September 2007. the address of RRI was 4001 International Parkway. Carrollton. Texas 75007. From August 1999 until July 2003. the principal address of RRI was 14651 Dallas Parkway. Suite 500. Dallas, Texas 75254. From August 1993 until August 1999. the address of RRI was 4355 Davidson Avenue. Hilliard. Ohio 43026.

RRI. through various subsidiaries, owns and/or operates Red Roof Inn� and Red Roof Inn & Suites� locations (the "Owned Locations"). RRI does not now offer franchises in any line of business; however, it previously offered Red Roof Inn� and Red Roof Inn & Suites� franchises. RRI employees.

either directly or through an arrangement with RRI West Management, LLC, an affiliate of WRRH Investments, LP ("WRRH"), provide some general and administrative ("back office") services to us. In addition. RRI sublicenses to us the Fidelio Software currently used in the Red Roof Inn system. We. in turn, sublicense it to our franchisees. It also sublicenses the Red Roof Inn trademarks to us for the purpose of granting Red Roof Inn franchises. RRI does not provide any services directly to franchisees.

WRRH. a Delaware limited partnership with a principal business address of 5847 San Felipe. Suite 4650. Houston. Texas 77057. is the parent of RRI. WRRH was formed in April 2007 for the purpose of acquiring RRI. In September 2007. WRRH acquired RRI. WRRH''s business consists of its ownership of RRI. WRRH does not offer franchises in any line of business.

The parent companies listed above are the only parent companies we are required to disclose in this Disclosure Document.

Affiliates

We are not required to disclose any affiliates in this Disclosure Document-Predecessors

Red Roof Inns, Inc. (Morgan Stanley Real Estate Fund LP) (Franchisor from August 1996 to August 1999)

Red Roof Inns. Inc. ("RRM") was a Delaware corporation that commenced business in December 1993 as a majority-owned subsidiary of Morgan Stanley Real Estate Fund LP. It is a different corporation from RRI (our parent).

RRM began franchising the Red Roof Inn brand in August 1996 and continued to offer Red Roof Inn franchises until August 1999. when it sold the Red Roof Inn system to RRI (our parent). RRM never offered franchises under any other name or in any other line of business. From December 1993 until August 1999. the address of RRM was 4355 Davidson Avenue. Hilliard. Ohio 43026.

 

RRI (our parent) (Franchisor from August 1999 until March 2005)

RRI. described under "Parents" above, was incorporated in August 1999. when it acquired the Red Roof Inn system from RRM.

RRI offered Red Roof Inn franchises from August 1999 until March 2005. when it transferred all Red Roof Inn franchise agreements to Accor Franchising North America. LLC. ("AFNA"). while RRI continued to own and operate Red Roof Inn locations. RRI never offered franchises under any other name or in any other line of business.

 

RRI continues to own Red Roof Inn locations through wholly-owned subsidiaries.

 

Accor Franchising North America. LLC (Franchisor from March 2005 through June 2007)

Accor Franchising North America. LLC. ("AFNA") is a Delaware limited liability company formed in January 2005 with a principal business address of 4001 International Parkway. Carrollton. TX. In March 2005. RRI transferred to AFNA all of its interest in the Red Roof Inn franchises existing as of that date, along with the right to grant future Red Roof Inn franchises. In June 2007. AFNA transferred all of its interests in the Red Roof Inn franchises to us. along with the right to grant future Red Roof Inn franchises.

During the time AFNA offered Red Roof Inn franchises, it also offered, and continues to offer, lodging franchises under the trademarks Motel 6 and Studio 6. An affiliate of AFNA. Motel 6 Operating. LP. now owns and/or operates eight (8) Red Roof Inn lodging facilities under franchise agreements from us. Based on information from AFNA and other than disclosed in this Disclosure Document. AFNA does not offer franchises under any other name or in any other line of business.

 

The Red Roof Inn Franchised Business

The Red Roof Inn System has been continuously operated since 1972. Red Roof Inn franchises have been offered since August 1996 by us or our predecessors, as described under "Predecessors" above. As of December 31. 2007. there were 124 franchised Red Roof Inns, and 221 Red Roof Inns owned and/or operated by RRI or its affiliates ("Owned Locations").

You will own and operate a Red Roof Inn or Red Roof Inn & Suites lodging facility. A Red Roof Inn lodging facilitvRed Roof Inns

A Red Roof Inn offers low cost accommodations to all sectors of the traveling public. A Red Roof Inn is generally located at places that attract both business and leisure travelers, such as major highway exit ramps, major intersections, airports, tourist destinations, and business centers. You will operateA Red Roof Inn franchisee operates the business according to our business system and standards, and under the Red Roof Inn trademarks.. You will use our prototype architectural plans and drawings in building a Red Roof Inn, or in renovating an existing building to be a Red Roof Inn. A typical Red Roof Inn does not offer full service and management intensive facilities or services, such as in-house restaurants or cocktail lounges, conference rooms, room service, or banquet centers. However, to meet the needs of guests in certain markets, we offer a Red Roof Inn & Suites lodging facilitybusiness system with enhanced amenities, such as more spacious rooms with refrigerators and coffee makers, exercise facilities, or meeting rooms.

Your use of certain of the Red Roof Inn trademarks in connection with your Red Roof Inn business will be pursuant to a sublicense from us to you under the Franchise Agreement. One of our affiliates. RRI Financial. Inc.. is the owner of the Red Roof Inn trademarks. It licensed the trademarks to RRI. which in turn has sublicensed to us the right to use the trademarks and grant franchisees the right to use them. The business address of RRI Financial. Inc. is 605 South Front Street. Columbus, Ohio 43215. See Item 13 of this Disclosure Document for further discussion of the trademarks and the licensing arrangements.

The economy lodging business market in many geographic areas is highly developed. You will compete with other economy lodges and inns, including economy lodges and inns that may be located directly adjacent to your Red Roof Inn or in immediate vicinity. Existing or new competitors in your market may offer similar services as your Red Roof Inn, and engage in aggressive promotion and discounting. In some geographic areas, occupancy and rates may vary greatly by season.

In addition to federal, state, and local laws that apply to a business generally, you must comply with a number of federal state and local laws that apply specifically to a lodging business. These laws include zoning, construction, public accommodations, accessibility by persons with disabilities, health and safety, and labor. In operating your Red Roof Inn, you must also comply with laws and regulations regarding health and sanitation, innkeepers laws (such as posting room rates at a conspicuous place in each room), telephone charges, and data security and privacy legislation. Many of these laws vary from jurisdiction to jurisdiction. It is your responsibility to know these laws and comply with them.

 

 

As of December 31, 2006, there were 105 franchised Red Roof Inns, and 230 Red Roof Inns owned and/or operated by Red Roof Inns, Inc. ("RRI").

Our principal addresses are 5847 San Felipe, Suite 4650, Houston, Texas 77057 and 121 East Nationwide Boulevard, Columbus, Ohio 43215. Our agents for service of process are disclosed in Exhibit A.

 

History

RRF is a Delaware limited liability company that was formed in January 2007. In June 2007, we acquired all the rights to franchise Red Roof Inns and wo assumed as franchisor all existing Red Roof Franchise Agreements from Accor Franchising North Amorioa, LLC ("Accor"), our predecessor, including Franchise Agreements between Aocor and its affiliate Motel 6 Operating LP for 7 Red Roof Inn locations. From March 2005 until June 2007, Accor was the franchisor of Red Roof Inns. From 1996 until March, 2005, our parent company, RRI, or a predecessor of RRI, was the franchisor of Red Roof Inns. RRI also owned and/or operated Red Roof Inns locations. From January 2007 until September 2007 our principal address was 4001 International Parkway, Carrollton, TX 75007. We have sold franchises for the operation of Red Roof Inns since September, 2007, and we have never offered franchises under any other name.

In September 2007, WRRH Investments, LP ("WRRH"), acquired RRI by merging WRRH''s wholly owned subsidiary, R Roof Merger, Inc., with and into RRI, with RRI as the surviving entity.

 

Affiliates

 

Red Roof Inns, Inc.

Red Roof Inns, Inc., a Delaware corporation, ("RRI") is our parent company. It was incorporated in August 1999, when RRI acquired the Red Roof Inn System from a Delaware corporation, also named Red Roof Inns, Inc. ("RRM").�RRM was a majority owned subsidiary of The Morgan Stanley Real Estate Fund LP and commenced business in December 1993 as the successor by merger to an Ohio corporation, also known as Red Roof Inns, Inc. ("RRO").

RRI was the franchisor of Red Roof Inns from August 1999 until January 2005, when it transferred all Red Roof Inn franchise agreements to Accor, while RRI continued to own and operate Red Roof Inns locations. RRI never offered franchises under any other name or in any other line of business.

RRI manages some of our operations under a Services Agreement. In addition, RRI sublicenses the software used in the Red Roof Inn system to our franchisees. It also sublicenses the Red Roof Inn trademarks to us for the purpose of granting Red Roof Inn franchises.

RRI continues to own Red Roof Inns locations through wholly owned subsidiaries (the "Owned Locations").

RRI''s principal addresses are 5847 San Felipe, Suite 4650, Houston, Texas 77057 and 121 East Nationwide Boulevard, Columbus, Ohio 43215. From July, 2003 until September, 2007, the address of

RRI was 4001 International Parkway, Carrollton, Texas 75007. From August 1999 until July, 2003, the principal address of RRI was 14651 Dallas Parkway, Suite 500, Dallas, Texas 75254. From August 1993 until August 1999, the address of RRI was 4355 Davidson Avenue, Hilliard, Ohio 43026.

WRRH Investments LP and Wcstmont Hospitality Group

WRRH Investments LP ("WRRH") is a Delaware limited partnership that was formed in April 2007, and is the parent of RRI. WRRH never offered franchises under any other name or in any other line of business.

Westmont Hospitality Group (" WHG") indirectly owns interests in the general partner of WRRH. Through various partnerships, WHG indirectly or direotly owns or operates hotels, throughout the United States, Europe and Asia, including Holiday Inns, In Town Suites, Crowno Plaza, Ramada, Travelodge, Days Inn, Hilton, Sheraton, Delta, Pan Pacific and Radisson hotels. WHG owns a significant indirect ownership interest in on entity that is a franchisor of Choice Hotels in Canada. WHG also is a franchisee of some hotels. It also direotly or indirectly controls entities that provide management services to the Owned Looations.

The prinoipal address of WRRH and WHG is 5847 San Felipe, Suite 4650, Houston, Texas

77057.

RRI Financial, Inc.

RRI Financial, Inc. ("RRIF") is a Nevada corporation that was incorporated in April 1996. RRIF owns the trademarks used by the Red Roof Inn system, and licenses to RRI the right to use the trademarks and grant licenses to the trademarks. RRI in turn sublicenses to us the right to grant licenses to Rod Roof franchisees.

The prinoipal address of RRIF is 5847 San Felipe, Suite 4650, Houston, Texas 77057. From July, 2003 until August 2007, the address of RRIF was 4001 International Parkway, Carrollton, Texas 75007. From August 1999 until July 2003 the address of RRIF was 14651 Dallas Parkway, Suite 500, Dallas, TX 75254. From April 1996 until August 1999, the address of RRI was 4355 Davidson Avenue, Hilliard, Ohio 43026.

Predecessors

The Red Roof Inn System has been continuously operated since 1972. Red Roof Inn franchises have boon offered since August, 1996, through Aocor Franchising North America, LLC (March 2005 through June, 2007); Red Roof Inns, Inc. (August 1999 through February 2005); and Red Roof Inns, Inc. (Morgan Stanley Real Estate Fund LP) (August 1996 through August 1999).

Accor Franchising North America, LLC

Accor Franchising North America, LLC, ("Accor) is a Delaware limited liability company organized in January 2005. In March, 2005, RRI transferred to Aocor all of its interest in the Rod Roof Inn franchises existing as of that dato, along with the right to grant future Red Roof Inn franchises. As described above, in June, 2007, Aocor transferred all of its interests in the Red Roof Inn franchises to us, along with the right to grant future Red Roof Inn franchises.

Accor offered lodging franchises under the trademarks Red Roof Inn, Motel 6 and Studio 6. Based on information provide to us by Aocor, as of December 31, 2006 Aocor had 197 Motel 6 franchised locations and 8 Studio 6 franchised locations in the United States, in addition to 105 Red Roof Inn franchised locations. An affiliate of Aocor, Motel 6 Operating, LP, continues to own and operate 7 Red Roof Inns under franchise agreements from us. Based on information from Aocor and other than disclosed in this Offering Circular, Accor did not offer franchises under any other name or in any other line of business; however, Accor''s affiliates owned and/or operated and/or franchised hotels under various brands throughout the world.

Under a Services Agreement between an affiliate of Accor and RRI, the affiliate of Aocor provides reservation, information technology, front and back office and procurement services for RRI, our franchisees, and the Owned Locations. See Item 8.

The address of Aocor is 4001 International Parkway, Carrollton, Texas 75007.

 

Red Roof Inns, Inc. (Morgan Stanley Real Estate Fund LP)

Red Roof Inns, Inc. ("RRM") was a Delaware corporation that commenced business in December 1993 as a majority owned subsidiary of Morgan Stanley Real Estate Fund LP. It is a different corporation from RRI, and was the franchisor of the Red Roof Inns system from December 1993 until August 1999, when it sold the Red Roof Inn System to RRI. From December 1993 until August 1999, the address of RRM was 4355 Davidson Avenue, Hilliard, Ohio 43026.

All information contained in this Offering Circular regarding the offer and sale of franchises applies only to such activity in the United States.