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WYNDHAM HOTELS - FDD UFOC ITEM 1 Detail

ITEM 1. THE FRANCHISOR, ^186AND ANV PARENTS.187 PREDECESSORS AND

AFFILIATES

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To simplify the language in this A Disclosure Document , "we,''" "our'' or "us''1 means Wyndham Hotels and Resorts, LLC, a Delaware limited liability company, the franchisor. "You" means the person or entity who buys the franchise, the franchisee. If the franchisee is a corporation, partnership or other entity, "you" includes the franchisee''s owners.191

 

The Franchisor and Its Affiliates. We were formed on September 13, 2005. We changed our name from Wyndham Franchise Systems, LLC to Wyndham Hotels and Resorts, LLC on April 20, 2006. We do not do business under any other name. We are a subsidiary of Wyndham Hotel Group, LLC, a Delaware limited liability company ("Wyndham Hotel Group"), which is owned by Wyndham Worldwide Corporation, a Delaware corporation ("Wyndham Worldwide"). Wyndham Worldwide guarantees the performance of our obligations under the "Franchise Agreements" we enter into with franchisees.

 

Previously, Wyndham Worldwide was a wholly owned subsidiary of Cendant Corporation (which changed its name to Avis Budget Group in September 2006). Cendant Corporation was created in December 1997 through the merger of CUC International, Inc. ("CUC") and HPS Incorporated ((HFS"). Prior to the merger, HFS was a major hospitality, real estate and car rental franchisor. Prior to July 31, 2006, Cendant transferred to Wyndham Worldwide all of the assets and liabilities, including the entities holding substantially all of the assets and liabilities, of Cendant''s Hospitality Services (including Cendant Hotel Group and Timeshare A-193Resorts1941 ^19Sbusinesses1 6. On July 31, 2006, Cendant distributed all of the shares of Wyndham Worldwide�197common stock to the holders of Cendant common stock issued and outstanding on July 21, 2006, the record date for the distribution. The separation was effective on July 31, 2006. On August 1, 2006, Wyndham Worldwide commenced "regular way" trading on the New York Stock Exchange under the symbol "WYN."

 

^Predecessor199.200

 

2130ur ^"predecessor was215 WHC Franchise Corporation ("Old Wyndham"), a Delaware corporation - whose principal business address -was219 1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207. On August 16, 2005, Old Wyndham''s corporate parent, Wyndham International, Inc., merged with Wind Hotels Acquisition, Inc., an affiliate of The Blackstone Group which is a private investment firm based in New York City, with Wyndham International, Inc. as the surviving entity. Old Wyndham offered franchises of the type being offered in this �22QDisclosure Document221 from 1996 until October 11, 2005 when Old Wyndham and its affiliates sold certain assets, including the management and franchise business of the Wyndham hotel chain to us. We acquired the right to franchise hotels using the Wyndham Proprietary Marks and Wyndham System at that time.

 

Affiliates.�� ^Qiir^filiale^J^yndham TM Corp.. licensexJ4^

I��� in the United, States, which we then license to our, franchisees (see Item, 13).

Wyndham Hotel Management. Inc. a.Delaware corporation and subsidiary of Wyndham Hotel Group r"WHM"^2^^an.aaes_and_o_versees the daily operation of 22818^Wvndham_^.YStem

Hotels for third party owners230 under management agreements. Another affiliate owns an approximately 20% interest in one System Hotel managed bv WHM?1

 

a232

WWC Supplier gervices, Inc,n("WWC"'') .provides purcha^ing^ejvdcjLs^nd operational support services (such as cohsultation and advice regarding sales and marketing, food and beverage service anaLsimllar_operations234'') to our franchisees and the franchisees of the "Lodging Affiliates" of Wvndham Hotel Group. See Ttem_8^_235

 

Lodging Affiliates236. The ^Lodging238 Affiliates include us and Ramada Worldwide Inc.*-239 ("RWI"), Days Inns Worldwide, Inc. ("DIW"), Super 8 Worldwide. Inc.. which was formerly known as Super 8 240Motels. Inc. ("Super 8"), Howard Johnson International, Inc. ("HJI"), Knights Franchise Systems, Inc. ("KFS"), Travelodge Hotels, Inc. ("THI"), AmeriHost Franchise Systems, Inc. ("AFS")^241,242 Wingate Inns International,. Inc. f"^243Win and Bavmont Franchise Systems. Inc. f"BFS"1244 which offer and support lodging system*245 franchises under the Ramada�, Days Inn�, Super 8�, Howard Johnson�, Knights Inn�, Travelodge� (North America only), AmeriHost Inn�*-246,247 Wingate� bv Wvndham and Bavmont248 Inn & Suites249� transient guest lodging facility systems, respectively. *-250With the exception of one Ramada hotel in China, the Lodging25 Affiliates do not own or operate anv *-252hotels. 253Wvndham Hotel Group*- *� *- is in the process of merging257 its AmeriHost Inn system into the Baymont chain*258, which it expects to complete in 2008.259

 

Certain Other Franchise and ^^Hospitality262 Industry Affiliates263. Wyndham Hotel Group International, Inc., a Delaware corporation, offers and administers franchises and master licenses ■ outside the United States, Canada and Mexico, primarily of the Wyndham, Super 8, Days Inn and Ramada brands. Subsequent to Wyndham Worldwide''s separation from Cendant, Wyndham Worldwide acquired a 30% equity interest in CHI Limited, a joint venture that provides management services to luxury and upper upscale hotels in Europe, the Middle East and Africa. As of December 31, *-2652Q07T CHI Limited provided266 property management services to *-26713 hotels. Two 268of these hotels *- were re-branded as Ramada hotels in 2007 and eight hotels are expected to be marketed as part of the Wvndham Grand Collection in 2008. The remainder of the hotels will continue to be operated under the Corinthia name. 270Other Affiliates include RCI Global Vacation Network, Inc. ("RCI") and Wyndham Vacation Ownership, Inc. ("WVO"). RCI provides vacation exchange products and services to developers, managers and owners of intervals of vacation ownership interests, and markets vacation rental properties. RCI operates the world''s largest vacation exchange network with *-271 access to over 4,000 vacation - properties located in approximately 100 countries. RCI also rents privately-owned villas, cottages, bungalows, apartments and other properties to leisure travelers under such proprietary brand names as Landal GreenParks, English Country Cottages, Novasol, Cuendet and Canvas Holidays. *-275WVO is engaged in the marketing and sales of vacation ownership interests, consumer financing in connection with the purchase by individuals of vacation ownership interests, property management services to property owners'' associations, and development and acquisition, of vacation ownership resorts. *-276 WVO has developed or acquired approximately ~27 1 45278 vacation ownership resorts in the United States, Canada, Mexico, the Caribbean and the South Pacific that represent more than -279 1 8.00 0280 individual vacation ownership units and over 800,000 owners of vacation ownership interests. WVO has ^largely completed the282 consumer branding ^transition of284 its former brand names, Fairfield Resorts and Trendwest, to Wyndham Vacation Resorts and WorldMark by Wyndham, which effort is expected to continue in *-2852008286

 

Princinal Business Addresses. The principal business address of us. WHM. Wvndham,Hotel Group, the Lodging Affiliates. Wvndham Hotel Group International and WWC is 1 Svlvan ,Wav. Parsippanv. New Jersey 07054. The principal business address of Wvndham, Worldmd.e_and RCI is 7 Svlvan Wav. Parsippany. New Jersey 07054. Tfte principal, business address of WVO is 8427 SouthPark Circle Suite 500. Orlando. Florida 32819. Our agents for service of process >n Exhibit B 287

 

The Franchisor''s Business and the Franchises Offered. We offer, sell and support franchises for the establishment and operation of upscale full service Wyndham Hotels, Wyndham Historic Hotels, Wyndham Resorts*-288, and Wvndham Grand Hotels and Grand Bav Hotel scale, select service289 Wyndham Garden Hotels (collectively referred to as "System Hotels"). Wyndham Hotels and Wyndham Historic Hotels are typically located in urban markets and are principally targeted at business and other group customers, as well as individual business travelers. Wyndham Resorts are full service destination resorts serving upscale leisure and incentive travelers. Wyndham Garden Hotels are upscale, ^291 select 92service mid-sized hotels that feature guest services, hotel furnishings and landscaping comparable to other Wyndham System Hotels but offer competitive pricing for individual business travelers and small business groups, typically in suburban markets. *293

 

The Wyndham System includes the Proprietary Marks described in Item 13 of this -294I^s_cLQ.sur_e Document295. The System also includes standards, specifications, policies and procedures for the establishment and operation of Wyndham System Hotels; proprietary reservation and property management systems; advertising, marketing and promotional programs; a Wyndham System Hotel Directory; management and personnel training; operational standards, procedures and techniques as prescribed in our operating and other manuals (the "Manuals"'')29 ; and a quality assurance program. We may change any of these items to address new competitive conditions, to adapt to new technology, or to otherwise enhance the System. You must comply with our high standards and may be required to make future investments to do so.

 

Our service signature, "Wyndham ByRequest,�29''" characterizes our approach to hotel operations. It distinguishes us to our guests in 4 areas:

                Consistent service, the way we do things at every Wyndham System property.

                Attention to the guest''s most important concerns: the guest room and the service our employees provide. Our Wyndham ByRequest frequent guest program focuses on guest recognition for our repeat customers.

                Extra touches, pleasant surprises. Our philosophy is that little things and attention to detail make a difference. This includes providing a complimentary communications package including ,298high-speed Internet access in guest rooms of participating Wyndham System Hotels.

 

Comfort. Our guest rooms are functional, comfortable, and upscale.� Our focus is on providing superior bedding and a functional work space. Our employees are approachable and friendly.

 

a300

Wvndham BvReauest members also earn points through stavs at System Hotels which are redeemable for free night stavs. travel, meals, merchandise and other rewards.301

 

� -302Specific services and programs in place at Wvndham System Hotels 3Q3include our304 "One-to-One" customer service training~which ensures we have the right attitude and that we deliver attentive, courteous and efficient service.

 

We continually receive guest comments and strive to find ways to better serve guests at individual hotels and chain-wide.

 

We grant Wyndham Hotel, Wyndham Resort, Wyndham Grand; Wyndham Grand Bavf 306Wyndham Historic Hotel and Wyndham Garden Hotel franchises to property owners and to management companies. (See Item 15.) Our ^307form of308 Franchise a309Agreement is310 attached as Exhibits *mQQjn You may develop a new System Hotel, or you may convert an existing hotel (or adapt an existing structure of historic interest) to a System Hotel. In either event, you must submit an Application (see Exhibit CJ313) and pay the -314Application Fee315 described in Item 5. If we approve your Application, we will issue a Franchise Agreement to you. As a condition of opening and operating the hotel as a "Wyndham," you must satisfactorily complete the conversion or construction of the hotel (as contemplated by the Conversion Addendum or New Construction Addendum attached to the Franchise Agreement).

 

The Hospitality Industry. The hospitality industry is highly competitive. The Wyndham System competes with other national limited and full service hotel systems and with regional and local hotels that offer services and lodging products comparable to those offered under the Wyndham System, including the Affiliates. Some competitors of the Wyndham System may be larger, may operate more hotels and may have greater resources than WWI. Your ability to compete in your market will depend in large part upon room rates, quality of accommodations, name recognition, service levels, your geographic area, specific site location, general economic conditions and the capabilities of your management and service team. Affiliation with us does not guarantee that you will be successful or profitable in your business operation.

 

Laws Applicable to the Hotel Business316. In addition to laws affecting businesses generally, certain laws apply to the hotel business. Some of these laws cover:

 

Health & Sanitation. Most states have regulations or statutes governing the lodging business or its components, such as restaurants, swimming pools and health facilities. Lodging and restaurant businesses often require licensing by state and local authorities, possibly after health inspections to assure compliance with health and sanitation codes. Health inspections are performed on a recurring basis. Health-related laws affect the use of linens, towels and glassware. Other laws govern swimming pool use and operation, requiring the posting of notices, availability of certain rescue equipment, and limitations on the number of persons allowed to use the pool at any time.

Alcoholic Beverages318. Alcoholic beverage service in the ^319Hotel320. if offered, is subject to licensing and extensive regulations governing virtually all aspects of service.

 

^321Hotet322 Operation323. The operation of ^324Svstem Hotel325 is subject to innkeepers'' laws that (i) authorize the innkeeper to assert a lien against and sell, after observing certain procedures, the possessions of a guest who owes an unpaid bill for lodging or other services provided by the innkeeper, (ii) affect or limit the liability of an innkeeper who posts required notices or disclaimers for guest valuables if a safe is provided, guest property, checked or stored baggage, mail, and parked vehicles, (iii) require posting of house rules and room rates in each guest room or near the registration area, (iv) may require registration of guests and proof of identity at check-in, and retention of records for a specified period of time, (v) limit the rights of an innkeeper to refuse lodging to prospective guests except under certain narrowly defined circumstances, and (vi) may limit the right of the innkeeper to evict a guest who overstays the scheduled stay or otherwise gives a reason to be evicted. Federal and state civil rights laws applicable to places of public accommodation prohibit discrimination in lodging services on the basis of the race, creed, color, or national origin of the guest. Some states prohibit the practice of "overbooking" and require the innkeeper to provide the reserved lodging or find alternate accommodations if the guest has paid a deposit, or face a civil fine. Some states and municipalities have also enacted laws and regulations governing no-smoking areas and guest rooms that are more stringent than our standards for no-smoking guest rooms.

 

Persons with Disabilities . The Americans with Disabilities Act ("ADA") requires public accommodations, such as lodging and restaurant facilities, to (i) offer facilities without discriminating against persons with disabilities, (ii) offer auxiliary aids and services to persons with hearing, vision or speech disabilities who would benefit from such services without fundamentally altering the nature of the goods or services offered, and (iii) remove barriers to mobility or communication to the extent readily achievable. The U.S. Department of Justice published "Standards for Accessible Design" and "Accessibility Guidelines" (collectively, ADAAG) that prescribe a specified number of handicapped accessible rooms, assistive devices for hearing, speech and visually impaired persons, and general standards of design applicable to all areas of facilities, among other things. Any newly constructed facility (first occupied after January 26, 1993) must comply with ADAAG and be readily accessible to and useable by persons with disabilities. The ADAAG specifies the minimum room design and layout criteria for handicapped accessible rooms. The owner of each ^327Svstem Hotel328 and its contractors are responsible for ^compliance wjth the ADA and ADAAG. and thev must certify to usjhalihey. have met all ADA and ADAAG, requirements before we authorize them to open the property as a

 

 

Fire Safety.331 The Hotel and Motel Safety Act of 1990 (P.L. 101-391, 15 U.S.C. 2201, et seoj encourages all places of public accommodation to install hard wired, single station smoke detectors meeting National Fire Protection Association Standard 74 in each guest room, and in hotels taller than 3 stories, an automatic sprinkler system meeting National Fire Protection Association Standard 13 or 13-R, unless certain exceptions are met, in order to be approved for lodging and meetings of federal employees. Travel directories to be published by the federal government and lists maintained by state officials will include only those ^334hotels335 that comply with'' the Act. Government employees are important customers of the Chain, and government sponsored or funded conferences are an important source of business for many

Hotels. Other state and local fire and life safety codes may require exit maps, lighting systems and other safety measures unique to lodging facilities.

 

 

 

Bloodborne Pathogens. Like many other businesses, & hotels, are subject to the Safety and Health Administration standards on bloodborne pathogens, 29 C.F.R. Section 1910.1030, because ^339hotel340 personnel are exposed to materials that may contain fluid-borne diseases. Innkeepers must take appropriate precautions to protect personnel from exposure to these materials. State occupational safety laws and rules may also apply.

 

Telephone Charges.341 Federal and state laws and regulations affect the reoffering of local, intrastate and long distance telephone service in -34 hotel343 guest rooms and at coin box telephones. The Telephone Operator Consumer Services Improvement Act of 1990 requires that an innkeeper, as an "aggregator," post the long distance carrier''s identity, the - hotel345''s telephone charges and certain other information on or near guest room telephones. Surcharges on local and intrastate calls are regulated or prohibited in some states. Our standards require free local calls and no long distance telephone access surcharges.

 

Privacy and Data Collection.3''16 The collection and use of personal data of guests, including through telephone or facsimile, are governed by privacy laws on the federal and state level. Privacy regulations continue to evolve and on occasion may be inconsistent from one jurisdiction to another. The U.S. Federal Trade Commission adopted "do not call" and "do not fax" regulations in October 2003. Many states have introduced legislation or enacted laws and regulations that require strict compliance with standards for data collection and protection of privacy and provide for penalties for failure to notify customers when such standards are breached.

 

In addition to these laws, laws of general application may have special interest to hotels. For example, Dram Shop laws may create liability for serving alcoholic beverages to intoxicated persons. Consult your attorney for more information on these laws.

 

Business Experience of Franchisor, the Affiliates and their Predecessors

 

We began offering franchises in October 2005. We do not own any hotels operating under the Wyndham Proprietary Marks or System. However, one of our affiliates indirectly owns approximately a 20% interest in one of the Hotels managed bv WHM. We are not engaged in anv activities other than franchising System Hotels and offering related products and services, such as restaurants and health spas, as described in this Disclosure Document. The Affiliates have been offering ^''"franchises for -349hoteJs35Q since the following dates:

 

Affiliate

Began Franchising

Predecessor Began Franchising

1 DIW

1992

1972

HJl

1990

1954

RWl

1989

1954

Super 8

1972

-

KFS

1995

1972

.AFS

2000

1998

THI

1996

1966


| Affiliate

Began Franchising

Predecessor Began Franchising

WII

1998

1995

| BFS

2006

2004

As of December 31, ^35120Q7.3S2 there were ^"oyer354 6,500 ^"hotels356 franchised by the ^"Lodging358 Affiliates and us worldwide. The ^Lodging360 Affiliates have never offered franchises in business other than guest lodging facilities and related restaurants.


 





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