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
|