Attached files

file filename
EX-23.2 - EX-23.2 - La Quinta Holdings Inc.d710202dex232.htm
EX-23.3 - EX-23.3 - La Quinta Holdings Inc.d710202dex233.htm
EX-23.1 - EX-23.1 - La Quinta Holdings Inc.d710202dex231.htm

As filed with the Securities and Exchange Commission on April 8, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

La Quinta Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7011   90-1032961

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

 

909 Hidden Ridge, Suite 600

Irving, Texas 75038

(214) 492-6600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mark M. Chloupek

Executive Vice President, Secretary and General Counsel

909 Hidden Ridge, Suite 600

Irving, Texas 75038

(214) 492-6600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

Michael D. Nathan, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

 

Marc D. Jaffe, Esq.

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022-4834

(212) 906-1200

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-193860

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share(2)

 

Proposed

maximum

aggregate
offering price(1)(2)

 

Amount of

registration fee(3)

Common Stock, par value $0.01 per share

  1,207,500   $17.00(2)   $20,527,500   $2,644

 

 

(1) Includes shares subject to the underwriters’ option to purchase additional shares.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
(3) All of which has been previously paid.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by La Quinta Holdings Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-193860), as amended, which was declared effective by the Commission on April 8, 2014.


Exhibit
Number
   Description
  5.1    Opinion of Simpson Thacher & Bartlett LLP (filed as Exhibit 5.1 to the Registration Statement on Form S-1 filed by the Registrant on March 27, 2014 (File No. 333-193860) and incorporated herein by reference)
23.1    Consent of Deloitte & Touche LLP as to Lodge Holdco I L.L.C. and subsidiaries, Lodge Holdco II L.L.C. and subsidiaries and Lodge Holdco III L.L.C. and subsidiaries
23.2    Consent of Deloitte & Touche LLP as to WIH La Quinta Inn Hotels
23.3    Consent of Deloitte & Touche LLP as to La Quinta Holdings Inc.
23.4    Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
24.1    Power of Attorney (included on the signature page to the Registration Statement on Form S-1 filed by the Registrant on February 10, 2014 (File No. 333-193860) and on the signature page to the Registration Statement on Form S-1 filed by the Registrant on February 26, 2014 (File No. 333-193860) and incorporated herein by reference)


Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, Texas, on April 8, 2014.

 

La Quinta Holdings Inc.
By:  

/s/ Wayne B. Goldberg

Name:

Title:

 

Wayne B. Goldberg

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on April 8, 2014.

 

Signature

  

Capacity

/s/ Wayne B. Goldberg

Wayne B. Goldberg

  

President and Chief Executive Officer and Director

(principal executive officer)

/s/ Keith A. Cline

Keith A. Cline

  

Executive Vice President and Chief Financial Officer

(principal financial officer)

/s/ James H. Forson

James H. Forson

  

Senior Vice President, Chief Accounting Officer and Treasurer

(principal accounting officer)

*

Glenn Alba

   Director

*

Alan J. Bowers

   Director

*

Henry G. Cisneros

   Director

*

Jonathan D. Gray

   Director

*

Michael Nash

   Director

*

Mitesh B. Shah

   Director

*

William J. Stein

   Director

*

Gary M. Sumers

   Director

 

* By:  

/s/ Wayne B. Goldberg

Name:   Wayne B. Goldberg
Title:   Attorney-in-Fact