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CHH > SEC Filings for CHH > Form 8-K on 21-Mar-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On March 17, 2014, Choice Hotels International, Inc. (the "Company") entered into an Underwriting Agreement (the "Agreement") by and among the Company, Deutsche Bank Securities Inc. (the "Underwriter") and the selling stockholders listed on Schedule I thereto (the "Selling Stockholders"), relating to the offer and sale by the Selling Stockholders of 3,000,000 shares of the Company's common stock (the "Shares"), par value $0.01 per share (the "Offering"). Pursuant to the Agreement, the Selling Stockholders also granted the Underwriter a 30-day option to purchase up to an additional 450,000 Shares. Pursuant to the Agreement, the Selling Stockholders agreed to sell the Shares to the Underwriter at a price per share of $46.65 per share. All of the Shares in the Offering are being sold by the Selling Stockholders. The Company will not receive any proceeds from the sale of the Shares in the Offering.

The Offering is being made pursuant to a shelf registration statement the Company filed with the Securities and Exchange Commission that became effective on February 25, 2014 (File No. 333-194128). The closing of the Offering of the 3,000,000 Shares took place on March 21, 2014. A copy of the Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Hogan Lovells US LLP, counsel to the Company, has issued an opinion to the Company, dated March 21, 2014, regarding the validity of the Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                  Description

 1.1              Underwriting Agreement, dated March 17, 2014, by and among the
                  Company, the Underwriter and the Selling Stockholders

 5.1              Opinion of Hogan Lovells US LLP

23.1              Consent of Hogan Lovells US LLP (included in Exhibit 5.1)

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