Bw_Premier_Collection 2025 Franchise FAQ - FDD Ninja

Question 1

What is the general reason for Best Western International, Inc. filing complaints against former members in these cases involving Bw Premier Collection?

Accepted Answer

NG US

Best Western International, Inc. v. 1025 Beach LLC, Joga Sing Hayre, et al., Arizona District Court Case No. 2:22-cv-01696-CDB (Filed October 5, 2022; Counterclaim filed December 28, 2022).

The Membership for the Best Western Far Rockaway ("Former Member") was terminated for failure to pay its large, outstanding account; failure to pay its annual dues; and failure to satisfy the terms of a payment plan. On October 5, 2022, we filed a complaint against the owner of the Former Member, 1025 Beach LLC, and its voting member, for their failure to pay the outstanding account and fees and dues owed following the termination. The Former Member filed a counterclaim against us for breach of the implied covenant of good faith and fair dealing. The Former Member is seeking lost revenue proximately caused by us in an amount to be proven at trial. We denied any wrongdoing and disputed the allegations in the counterclaim. On April 19, 2023, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Member would pay us \$160,000 in installment payments over 18 months.

Best Western International, Inc. v. Brookfield Ventures, LLC, et al., Arizona District Court Case No. 2:22-cv-00037-JAT (Filed January 10, 2022; Counterclaim filed August 1, 2022).

The Member for the Best Western Premier Milwaukee-Brookfield Hotel & Suites ("Former Member") terminated its Membership with us by self-termination, effective December 2020. At the time of the self-termination, the Former Member had a large, outstanding balance owed to us. On January 10, 2022, we filed a complaint against the owner of the Former Member, Brookfield Ventures, LLC, and its voting member, for their failure to pay the outstanding account and fees and dues owed following the selftermination. The Former Member filed a counterclaim against us for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and negligent misrepresentation. The Former Member sought approximately \$15.4 million in lost profits, reliance damages for renovations, punitive damages, attorneys' fees and extracontractual damages. We denied any wrongdoing and disputed the allegations and damages sought in the counterclaim. On December 1, 2023, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Member would pay us \$25,000.

Best Western International, Inc. v. 1Nonly Phi Mar, LLC, Philip Levine, et al., Arizona District Court Case No. 2:22-cv-00440-MTL (Filed March 21, 2022; Counterclaim filed July 8, 2022).

The Member for the Best Western Plus Dallas Hotel & Conference Center ("Former Member") terminated its Membership with us by self-termination, effective September 21, 2021. At the time of the self-termination, the Former Member had a large, outstanding balance owed to us. On March 21, 2022, we filed a complaint against the owner of the Former Member, 1Nonly Phi Mar, LLC, and its voting member, for their failure to pay the outstanding account and fees and dues owed following the self-termination. The Former Member filed a counterclaim against us for breach of contract and breach of the implied covenant of good faith and fair dealing. We denied any wrongdoing and disputed the allegations in the counterclaim. On January 12, 2023, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Member would pay us \$223,000 in installment payments over 13 months.

Best Western International, Inc. v. 764 4th Avenue Associates, LLC, Arizona District Court Case No. 2:20-cv-01760 (Filed September 8, 2020; Counterclaim filed January 29, 2021).

Defendant 764 4th Avenue Associates, LLC ("4th Avenue") owns a hotel in Brooklyn, New York known as the Brooklyn Way (the "Hotel"), which was a BW Signature Collection® hotel. We discovered that the Hotel was operating primarily as a transitional housing/homeless shelter rather than an upper midscale hotel, was underreporting its occupancy, and underpaying its monthly fees pursuant to the parties' Distribution Agreement. We were forced to sue 4th Avenue for the outstanding fees owed. 4th Avenue filed a counterclaim on January 8, 2021 asserting claims against us for breach of contract, breach of the duty of good faith and fair dealing, unjust enrichment, and negligent misrepresentation. We disputed the allegations and damages in the counterclaim. On April 30, 2021, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Hotel would pay us \$250,000 in installment payments over 24 months.

Best Western International, Inc. v. Twin City Lodging, LLC, et al., Arizona District Court Case No. 18-cv-03374-SPL (Filed October 19, 2018).

The former Best Western Hotel & Restaurant in Mankato, Minnesota was terminated in June 2018 for failing to satisfy high speed internet and customer care ratio requirements and for having a large outstanding, unpaid account. On October 19, 2018, we filed a complaint against a former Member, Twin City Lodging, LLC ("Former Hotel"), and its voting members for the Former Hotel's failure to pay its outstanding account and fees and dues owed following termination. The Former Hotel filed a counterclaim against us alleging wrongful termination. The counterclaim asserted causes of action for violations of the Minnesota Franchise Act, breach of the implied covenant of good faith and fair dealing, and breach of contract. We denied any wrongdoing and moved to dismiss the claims. On April 25, 2020, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Hotel would pay us \$66,250.

Best Western International, Inc. v. Oakland Park, Inc., et al., Arizona State Court (Maricopa County) Case No. CV 2015-000279 (Filed December 12, 2016, Appellate Ruling December 6, 2018).

The former Best Western Oakland Park Inn in Fort Lauderdale, Florida was terminated in 2014 for refusing to pay its outstanding, unpaid account and breaching its payment plan obligations. In January 2015, we sued the former Member, Oakland Park, Inc. (the "Former Hotel") and its voting member for failure to pay its outstanding account, fees and dues owed following termination, and for trademark infringement. The Former Hotel filed a counterclaim against us in December 2016 alleging wrongful termination, asserting causes of action for breach of contract, breach of the duty of good faith and fair dealing, and breach of the fiduciary duty, among others. We denied any wrongdoing. After a series of motions, the court ruled that the Former Hotel could not assert any wrongful termination claims. Following several hearings that the Former Hotel and its counsel failed to attend, the court granted us default judgment and dismissed all of the Former Hotel's remaining claims. The default judgment was reversed on appeal on December 6, 2018, but the court of appeals found the termination was justified and that there is no counterclaim for breach of fiduciary duty. The case was remanded to the trial court for resolution of any remaining claims, but in the interim the Former Hotel filed for bankruptcy so the action was subject to the bankruptcy court's automatic stay. On July 6, 2020, the parties, with the consent of the bankruptcy trustee and bankruptcy court, settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Hotel would pay us \$225,000.

Bright LLC v. Best Western International, Inc., Arizona District Court Case No. 17-cv-00463- PHX-ROS (Filed July 8, 2016).

Bright LLC, a former conditionally-approved applicant for a Membership ("Former Applicant"), sued us for terminating its conditional approval after having already received 18 months of extensions. Former Applicant sought \$1.5 million in damages and asserted causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, unjust enrichment, and declaratory judgment. We denied any wrongdoing. We counterclaimed for damages in the amount of \$110,000 pursuant to the agreed contractual damages provision in the parties' agreements. On March 1, 2019, the court granted summary judgment in our favor and dismissed all of the Former Applicant's claims. On April 19, 2019, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Applicant would pay us \$114,000.

State Bank of Texas, SBT I-10 Service Rd., Ft. Worth Hotel South, LLC v. Best Western International, Inc., Arizona State Court (Maricopa County) Case No. CV 2015-008670 (Filed November 20, 2015).

The former Best Western Plus Fort Worth South Hotel (the "Former Hotel") was terminated in May 2015 for failing to satisfy design requirements and for failing to meet quality assurance standards established in applicable operations manuals after having been granted multiple extensions. The Former Hotel sued us, seeking over \$3.5 million in damages for costs spent on renovations, alleging improper termination and asserting claims for fraud, constructive fraud, breach of contract, equitable estoppel, breach of implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment/disgorgement, declaratory relief of unconscionability, declaratory relief of non-infringement, and recoupment. We counterclaimed for our contractual damages. We denied any wrongdoing. We moved for summary judgment and all of the Former Hotel's claims were dismissed. The court ruled, however, that the Former Hotel could assert an affirmative defense for recoupment in response to our counterclaim. On September 25, 2018, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Hotel would pay us \$25,000.

Best Western International, Inc. v. SDV Hospitality and Resources Corporation and Deepak Kant Vyas, Arizona District Court Case No. 2:15-cv-02159 (Filed October 27, 2015).

The former Best Western Plus Timber Creek Inn & Suites in Sandwich, Illinois (the "Former Hotel") was terminated for failing quality assessments established in applicable operations manuals and refusing to allow re-inspection. The contract provided that upon termination, the Former Hotel was required to pay fees and dues for the remainder of the contract term, to timely de-brand, and to pay damages for improper use of our trademarks. Following termination, demands were made to the Former Hotel for an outstanding account balance and for liquidated damages relating to ongoing trademark infringement. We sued the Former Hotel to recover the fees. The Former Hotel filed a counterclaim asserting violations of the computer fraud and abuse act, the wire-tap act, the stored communication act, interference with business expectancy, negligent misrepresentation, breach of the covenant of good faith and fair dealing, and breach of fiduciary duty. We denied any wrongdoing. We successfully moved to dismiss the counterclaims for breach of the covenant of good faith and fair dealing and breach of fiduciary duty. On July 26, 2017, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed to pay their own attorneys' fees and costs incurred in the action and to refrain from and correct any marketing, social media, or misrepresentations regarding the Former Hotel or its status as a Best Western branded hotel.

Best Western International, Inc. v. Upstate Host, LLC and Tarrunumn Murad, Arizona District Court Case No. 2:16-cv-00885 (PGR) (Filed March 31, 2016).

The former Best Western Plus Carrier Circle in Syracuse, New York (the "Former Hotel") was terminated for failing quality assessments established in applicable operations manuals. The contract provided that upon termination, the Former Hotel was required to pay fees and dues for the remainder of the contract term, to timely de-brand, and to pay damages for improper use of our trademarks. Following termination, demands were made to the Former Hotel for an outstanding account balance and for liquidated damages relating to trademark infringement. We were forced to sue the Former Hotel. The Former Hotel filed a counterclaim against us and a third-party complaint against various of our employees alleging wrongful termination and asserting claims for violation of the New York Franchise Act, violation of the Arizona Consumer Fraud Act, fraudulent concealment, intentional/negligent misrepresentation, breach of

contract, breach of the covenant of good faith and fair dealing, and unjust enrichment. We denied any wrongdoing. On July 13, 2016, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Hotel would pay us \$78,000 in 24 equal monthly payments of \$3,250.

Best Western International, Inc. v. American Hospitality Solution, LLC and Deborah Speziale, Arizona District Court Case No. 2:16-cv-03405 (Filed October 6, 2016).

The former Best Western Crossroads (the "Former Hotel") was terminated for failing to meet quality assurance standards established in applicable operations manuals. The contract provided that upon termination, the Former Hotel was required to pay any outstanding account balances, fees and dues for the remainder of the contract term, to timely de-brand, and to pay damages for improper use of our trademarks. Following termination, demands were made to the Former Hotel for an outstanding account balance and fees and dues for the remainder of the contract term. We sued the Former Hotel to recover the fees. The Former Hotel asserted counterclaims for fraud, violation of the Illinois Franchise Act, Violation of the Indiana Franchise Act, breach of contract, and declaratory relief that the liquidated damages provision in the parties' agreement is invalid. We denied any wrongdoing and moved to dismiss all of the counterclaims. On April 24, 2017, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Hotel would pay us \$35,000.

Quist v. Best Western International, Inc., Supreme Court of North Dakota, Civ. Case No. 10571 (Filed July 18, 1984).

On March 3, 1983, the North Dakota Securities Commissioner held that (i) the agreements between us and our Members were "franchises" as defined in the North Dakota Franchise Investment Law ("FIL"); (ii) we had offered or sold franchises in North Dakota in violation of the registration provisions of the FIL; (iii) we did not qualify for the statutory exemptions from registration; (iv) we had not been exempted by rule from registration; and, (v) the North Dakota Securities Commissioner had not applied the FIL in a discriminatory manner, and ordered us to refrain and desist from offering Memberships in our organization until the offers are registered with the North Dakota Securities Commissioner per the provisions of the FIL.

Source: Item 3 — Litigation (FDD pages 12–18)

Question 2

What is the grand total of all listed investments held by Bw Premier Collection, as reported in the table (in thousands of dollars)?

Accepted Answer

vs. Fair Value Measurements

#### November 30, 2024

| (in thousands)                            | Carrying Value | Total      | Quoted Prices in Active Markets for Identical Assets (Level 1) |
|-------------------------------------------|-------------------|------------|-------------------------------------------------------------------------|
| Mutual funds                              | \$ 101,602        | \$ 101,602 | \$101,602                                                               |
| Mortgage and asset-backed securities      | 83,694            | 83,372     | 83,372                                                                  |
| Corporate bonds                           | 77,126            | 76,300     | 76,300                                                                  |
| Common shares                             | 60,630            | 60,630     | 60,630                                                                  |
| U.S. treasury and government agency bonds | 48,487            | 48,283     | 48,283                                                                  |
| Municipal and provincial notes and bonds  | 3,701             | 3,663      | 3,663                                                                   |
| Restricted Rabbi Trust investments        | 17,220            | 17,220     | 17,220                                                                  |
| Total                                     | \$ 392,460        | \$ 391,070 | \$391,070                                                               |

![](_page_107_Picture_2.jpeg)

November 30, 2024

#### Carrying Value vs.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 3

How many Bw Premier Collection outlets ceased operations for other reasons in 2022 across all states?

Accepted Answer

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Connecticut | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Florida | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Idaho | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Illinois | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Louisiana | 2022 | 2 | 0 | 1 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Maine | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Maryland | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Michigan | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Mississippi | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nevada | 2022 | 2 | 0 | 0 | 0 | 0 | 1 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| New Jersey | 2022 | 0 | 2 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| New York | 2022 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2023 | 3 | 0 | 0 | 1 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Ohio | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Oregon | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 1 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| Pennsylvania | 2022 | 3 | 1 | 0 | 0 | 0 | 1 | 3 |
|  | 2023 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| South | 2022 | 1 | 0 | 1 | 0 | 0 | 0 | 0 |
| Carolina |  |  |  |  |  |  |  |  |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| South Dakota | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Wisconsin | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Totals | 2022 | 27 | 5 | 3 | 0 | 0 | 2 | 27 |

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 4

How many Bw Premier Collection outlets opened across all states in 2023?

Accepted Answer

2024\*

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Connecticut | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Florida | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Idaho | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Illinois | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Louisiana | 2022 | 2 | 0 | 1 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Maine | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Maryland | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Michigan | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Mississippi | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nevada | 2022 | 2 | 0 | 0 | 0 | 0 | 1 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| New Jersey | 2022 | 0 | 2 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| New York | 2022 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2023 | 3 | 0 | 0 | 1 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Ohio | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Oregon | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 1 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| Pennsylvania | 2022 | 3 | 1 | 0 | 0 | 0 | 1 | 3 |
|  | 2023 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| South | 2022 | 1 | 0 | 1 | 0 | 0 | 0 | 0 |
| Carolina |  |  |  |  |  |  |  |  |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| South Dakota | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Wisconsin | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Totals | 2022 | 27 | 5 | 3 | 0 | 0 | 2 | 27 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
|  | 2023 | 27 | 2 | 0 | 5 | 0 | 0 | 24 |
|  | 2024 | 24 | 1 | 0 | 3 | 0 | 0 | 22 |
Table No. 4 Status of Company-Owned Outlets For years 2022 to 2024

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Outlets Reacquired From Franchisee | Col. 6 Outlets Closed | Col. 7 Outlets Sold to Franchisee | Col. 8 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|
| All States | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Totals | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
Table No.

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 5

How many Bw Premier Collection outlets were reacquired by the franchisor across all states in 2022?

Accepted Answer

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Outlets Reacquired From Franchisee | Col. 6 Outlets Closed | Col. 7 Outlets Sold to Franchisee | Col. 8 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|
| All States | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |
| Totals | 2022 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 |

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 6

How many Bw Premier Collection outlets were not renewed across all states in 2023?

Accepted Answer

2024\*

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Connecticut | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Florida | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Idaho | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Illinois | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Louisiana | 2022 | 2 | 0 | 1 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Maine | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col.

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 7

How many Bw Premier Collection outlets were not renewed across all states in 2024?

Accepted Answer

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 8

How many total Bw Premier Collection outlets were open at the start of 2022?

Accepted Answer

2024\*

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
Table No.

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 9

For Bw Premier Collection, what is the maximum number of outlets opened in a single state during 2023?

Accepted Answer

2024\*

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 10

For Bw Premier Collection, what is the maximum number of outlets opened in a single state during 2024?

Accepted Answer

2024\*

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1 | 0

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 11

As of November 30, 2023, approximately how many hotels worldwide are associated with BWH Hotels, which may include Bw Premier Collection?

Accepted Answer

Best Western branded hotels, SureStay branded hotels, soft brand licensees, and WorldHotels branded hotels, collectively referred to as BWH Hotels ("BWH"), are located throughout the world. As of November 30, 2023, there are approximately 4,300 hotels in over 100 countries and territories worldwide associated with BWH, that are activated or currently in the development pipeline to be activated on our reservations platform.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 12

As of November 30, 2024, approximately how many hotels worldwide are associated with BWH Hotels, which includes Bw Premier Collection?

Accepted Answer

Best Western branded hotels, SureStay branded hotels, soft brand licensees, and WorldHotels branded properties, collectively referred to as BWH Hotels ("BWH"), are located throughout the world. As of November 30, 2024, there are approximately 4,300 hotels in over 100 countries and territories worldwide associated with BWH, that are activated or currently in the development pipeline to be activated on our reservations platform.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 13

Did the number of Bw Premier Collection outlets increase or decrease overall between the start of 2022 and the end of 2024?

Accepted Answer

2024\*

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
Table No. 2 Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) For years 2022 to 2024\*

| State | Year | Number of Transfers |
|---|---|---|
| All States | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Column 1 | Column 2 | Column 3 |
| State | Year | Number of Transfers |
|---|---|---|
| Totals | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 0 |
Table No. 3 Status of Franchised Outlets For years 2022 to 2024\*

| Col. 1 State | Col.

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 14

What is the range for the estimated total initial investment for a Bw Premier Collection franchise?

Accepted Answer

ROOM)

| Type of Expenditure | Amount | Method of Payment | When Due | To Whom Payment is to be made |
|---|---|---|---|---|
|  |  |  | Commission of Impact Study if Required |  |
| Renovation Work (4) | $0 - $2,677,500 | As Agreed | As Agreed | Contractors |
| Furniture, Fixtures and | $0 - $3,415,500 | As Agreed | As Agreed | Suppliers |
| Equipment (5) |  |  |  |  |
| Inventory and Operating | $72,450 - $90,300 | As Agreed | As Agreed | Suppliers |
| Equipment (6) |  |  |  |  |
| Signage (7) | $315 - $525 | As Agreed | As Agreed | Suppliers |
| Distribution System | $1,150 - $8,000 | Lump Sum | As Required | Us |
| Photographs Fee (8) |  |  |  |  |
| Computer System (9) | $0 - $13,100 | Cash, Check or Wire Transfer | As Required | Suppliers/Us |
| Insurance (10) | $8,750 - $13,750 | As Required | As Required | Agent/Insurer |
| Organizational Expense | $1,050 - $2,100 | As Agreed | As Agreed | Accountant/Attorney |
| (11) |  |  |  |  |
| Permits and Licenses | $0 - $63,000 | As Required | As Required | Governmental |
| (12) |  |  |  | Agency |
| Miscellaneous Project | $0 - $26,250 | As Incurred | As Agreed | Suppliers |
| Management Expenses |  |  |  |  |
| (13) |  |  |  |  |
| Additional Funds | $500,000 - | As Incurred | As Arranged | Suppliers |
| (3 months) (14) | $545,000 |  |  |  |
| TOTAL (15) |  |  |  |  |
| $612,715 - $6,888,025 |  |  |  |  |
| Column 1 Type of Expenditure | Column 2 Amount | Column 3 Method of Payment | Column 4 When Due | Column 5 To Whom Payment is to be made |
| Application Fee (1) | $4,000 | Lump Sum | When you submit the Application to us for processing | Us |
| Affiliation Fee (2) | $25,000 | Lump Sum | Prior to execution of the Distribution Agreement | Us |
| Impact Study Fee (3) | $0 - $4,000 | Lump Sum | Before Commission of | Us |#### Explanatory Notes

- \* All amounts listed in the above tables are non-refundable, unless stated otherwise belo

Source: Item 7 — Estimated Initial Investment (FDD pages 26–30)

Question 15

What was the total carrying value of all listed investments for Bw Premier Collection as of November 30, 2023?

Accepted Answer

)

### Consolidated Statements of Financial Position

| (in thousands)                                                                                                                                | 2023                                          | As of November 30, 2022                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------|-------------------------------------------------|
|                                                                                                                                               |                                               |                                                 |
| ASSETS                                                                                                                                        |                                               |                                                 |
| CURRENT ASSETS:                                                                                                                               |                                               |                                                 |
| Cash and cash equivalents | \$ 161,159 | \$ 239,426 |
| Restricted cash | 12,194 | 11,089 |
| Short-term investments                                                                                                                        | 15,939                                        | 16,396                                          |
| Accounts receivable, principally from Members, net                                                                                            | 61,858                                        | 72,182                                          |
| Prepaid expenses and other current assets                                                                                                     | 18,017                                        | 17,265                                          |
| Income taxes receivable                                                                                                                       | 9,748                                         | 8,430                                           |
| TOTAL CURRENT ASSETS                                                                                                                          | 278,915                                       | 364,788                                         |
| Property, equipment and computer software, net                                                                                                | 34,476                                        | 31,252                                          |
| Hotel investments, net                                                                                                                        | 52,025                                        | 53,403                                          |
| Long-term investments                                                                                                                         | 281,094                                       | 110,512                                         |
| Restricted Rabbi Trust investments                                                                                                            | 17,037                                        | 19,063                                          |
| Deferred income taxes                                                                                                                         | 47,276                                        | 49,204                                          |
| Other assets, net                                                                                                                             | 23,014                                        | 23,293                                          |
| TOTAL ASSETS                                                                                                                                  | \$ 733,837                                    | \$ 651,515                                      |
| Accounts payable and accrued liabilities | \$ 81,708 | \$ 78,042 |
| Current frequent stay program liability | 117,949 | 96,193 |
| Current deferred revenue | 16,845 | 16,327 |
| Deposits | 10,109 | 12,460 |
| Line of credit | - | - |
| TOTAL CURRENT LIABILITIES                                                                                                                     | 226,611                                       | 203,022                                         |
| Non-current frequent stay program liability                                                                                                   | 175,298                                       | 198,148                                         |
| Non-current deferred affiliation fee revenue                                                                                                  | 45,980                                        | 48,558                                          |
| Non-current d

Source: Item 23 — Receipts (FDD pages 54–203)

Question 16

What was the total contribution by Bw Premier Collection to the Denver 3560 joint venture since its inception through November 30, 2024?

Accepted Answer

nt (25%). The hotel started operations in mid-2022.

The joint venture was accounted for as a variable interest entity in accordance with ASC Topic 810, "Consolidations". The Company evaluated the provisions of this standard and determined that the joint venture should be consolidated as the Company has both the power to direct the activities of the joint venture and will participate in the benefits.

The Company has consolidated the results of the Denver 3560 joint venture as of November 30, 2024 and 2023. The contribution by the Company was \$0.2 million and \$0.6 million in the fiscal years ending November 30, 2024 and 2023, respectively, with total contributions of \$7.6 million since inception. The contribution by TWC was \$0.1 million and \$0.2 million in the fiscal years ending November 30, 2024 and 2023, respectively, with total contributions of \$2.5 million since inception through November 30, 2024. The total contributions were used primarily for the land purchase, development and other start-up construction related costs, which are included in hotel investments, net in the Consolidated Statements of Financial Position. The equity contribution from the joint venture partner of \$2.5 million, offset by 25% of the net cumulative losses from operations amounting to \$0.9 million, are included in non-controlling interests in the Consolidated Statement of Financial Position. The contributions by TWC are presented as a supplemental disc

Source: Item 23 — Receipts (FDD pages 54–203)

Question 17

What was the total contribution by TWC to the Denver 3560 joint venture with Bw Premier Collection since inception through November 30, 2024?

Accepted Answer

joint venture and will participate in the benefits.

The Company has consolidated the results of the Denver 3560 joint venture as of November 30, 2024 and 2023. The contribution by the Company was \$0.2 million and \$0.6 million in the fiscal years ending November 30, 2024 and 2023, respectively, with total contributions of \$7.6 million since inception. The contribution by TWC was \$0.1 million and \$0.2 million in the fiscal years ending November 30, 2024 and 2023, respectively, with total contributions of \$2.5 million since inception through November 30, 2024. The total contributions were used primarily for the land purchase, development and other start-up construction related costs, which are included in hotel investments, net in the Consolidated Statements of Financial Position. The equity contribution from the joint venture partner of \$2.5 million, offset by 25% of the net cumulative losses from operations amounting to \$0.9 million, are included in non-controlling interests in the Consolidated Statement of Financial Position. The contributions by TWC are presented as a supplemental disc

Source: Item 23 — Receipts (FDD pages 54–203)

Question 18

What was the total number of Bw Premier Collection outlets at the end of 2024?

Accepted Answer

2024\*

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 27 | 27 | 0 |
|  | 2023 | 27 | 24 | -3 |
|  | 2024 | 24 | 22 | -2 |
Table No. 2 Transfers of Outlets from Franchisees to New Owners (other than the Franchisor) For years 2022 to 2024\*

| State | Year | Number of Transfers |
|---|---|---|
| All States | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 0 |
| Column 1 | Column 2 | Column 3 |
| State | Year | Number of Transfers |
|---|---|---|
| Totals | 2022 | 0 |
|  | 2023 | 0 |
|  | 2024 | 0 |
Table No. 3 Status of Franchised Outlets For years 2022 to 2024\*

| Col. 1 State | Col.

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 19

What was the total number of Bw Premier Collection terminations across all states in 2022?

Accepted Answer

2024\*

| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Alabama | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| California | 2022 | 3 | 0 | 1 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Connecticut | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Florida | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Idaho | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Illinois | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2023 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Louisiana | 2022 | 2 | 0 | 1 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Maine | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
| Maryland | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Michigan | 2022 | 0 | 1 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
| Mississippi | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 1 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Nevada | 2022 | 2 | 0 | 0 | 0 | 0 | 1 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| New Jersey | 2022 | 0 | 2 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2024 | 1 | 1 | 0 | 0 | 0 | 0 | 2 |
| New York | 2022 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2023 | 3 | 0 | 0 | 1 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 1 | 0 | 0 | 1 |
|  | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Ohio | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Oregon | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 1 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| Pennsylvania | 2022 | 3 | 1 | 0 | 0 | 0 | 1 | 3 |
|  | 2023 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
|  | 2024 | 3 | 0 | 0 | 0 | 0 | 0 | 3 |
| South | 2022 | 1 | 0 | 1 | 0 | 0 | 0 | 0 |
| Carolina |  |  |  |  |  |  |  |  |
|  | 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| South Dakota | 2022 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2023 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
|  | 2024 | 1 | 0 | 0 | 0 | 0 | 0 | 1 |
| Wisconsin | 2022 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2023 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
|  | 2024 | 2 | 0 | 0 | 0 | 0 | 0 | 2 |
| Totals | 2022 | 27 | 5 | 3 | 0 | 0 | 2 | 27 |
| Col. 1 State | Col. 2 Year | Col. 3 Outlets at Start of Year | Col. 4 Outlets Opened | Col. 5 Terminations | Col. 6 Non- Renewals | Col. 7 Reacquired By Franchisor | Col. 8 Ceased Operations - Other Reasons | Col. 9 Outlets at End of the Year |
|---|---|---|---|---|---|---|---|---|
|  | 2023 | 27 | 2 | 0 | 5 | 0 | 0 | 24 |
|  | 2024 | 24 | 1 | 0 | 3 | 0 | 0 | 22 |
Table No. 4 Status of Company-Owned Outlets For years 2022 to 2024

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 20

What is the total principal amount listed in the receipts table for Bw Premier Collection?

Accepted Answer

ands):

| Years ending |  |
|--------------|--|
|              |  |

| November 30, | Principal    |            |
|--------------|--------------|------------|
| 2025 | \$ | 402 |
| 2026 |  | 416 |
| 2027         | 14,058       |            |
| Total        | \$ 14,876 |            |

![](_page_127_Picture_2.jpeg)

#### November 30, 2024

The interest rate on the Tempe Loan is a fixed annual rate of 3.50% and is computed and accrued on an ACT/360 basis.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 21

What is the total projected number of new franchised Bw Premier Collection outlets expected to open in the next fiscal year, according to the table?

Accepted Answer

2024

| State | Franchise Agreements Signed but Outlet Not Opened | Projected New Franchised Outlet In The Next Fiscal Year |
|---|---|---|
| Arizona | 1 | 1 |
| California | 1 | 0 |
| New York | 0 | 1 |
| Column 1 State | Column 2 Franchise Agreements Signed but Outlet Not Opened | Column 3 Projected New Franchised Outlet In The Next Fiscal Year | Column 4 Projected New Company-Owned Outlet In The Next Fiscal Year |
|---|---|---|---|
| Utah | 1 | 1 | 0 |
| Totals | 3 | 3 | 0 |
#### OUTLETS AND FRANCHISEE INFORMATION

#### SIGNATURE HOTELS

#### Table No. 1 System-wide Outlet Summary For years 2022 to 2024\*

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 15 | 23 | +8 |
|  | 2023 | 23 | 33 | +10 |
|  | 2024 | 33 | 43 | +10 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 15 | 23 | +8 |
|  | 2023 | 23 | 33 | +10 |
|  |

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 22

What is the total projected number of new franchised Bw Premier Collection outlets expected to open in the next fiscal year across all states listed?

Accepted Answer

2024

| State | Franchise Agreements Signed but Outlet Not Opened | Projected New Franchised Outlet In The Next Fiscal Year |
|---|---|---|
| Arizona | 1 | 1 |
| California | 1 | 0 |
| New York | 0 | 1 |
| Column 1 State | Column 2 Franchise Agreements Signed but Outlet Not Opened | Column 3 Projected New Franchised Outlet In The Next Fiscal Year | Column 4 Projected New Company-Owned Outlet In The Next Fiscal Year |
|---|---|---|---|
| Utah | 1 | 1 | 0 |
| Totals | 3 | 3 | 0 |
#### OUTLETS AND FRANCHISEE INFORMATION

#### SIGNATURE HOTELS

#### Table No. 1 System-wide Outlet Summary For years 2022 to 2024\*

| Outlet Type | Year | Outlets at the Start of Year | Outlets at the End of Year | Net Change |
|---|---|---|---|---|
| Licensed | 2022 | 15 | 23 | +8 |
|  | 2023 | 23 | 33 | +10 |
|  | 2024 | 33 | 43 | +10 |
| Company Owned | 2022 | 0 | 0 | 0 |
|  | 2023 | 0 | 0 | 0 |
|  | 2024 | 0 | 0 | 0 |
| Total Outlets | 2022 | 15 | 23 | +8 |
|  | 2023 | 23 | 33 | +10 |
|  | 20

Source: Item 20 — Outlets and Franchisee Information (FDD pages 45–54)

Question 23

How does the application fee for Bw Premier Collection in Item 5 compare to the potential costs for converting an existing hotel as outlined in Item 7?

Accepted Answer

n Fee

All new prospective Hotel Owners of System Hotels must complete an Application (the current form of which is attached as Exhibit G). When you submit the Application to us for processing, you must pay an application fee (the "Application Fee") of \$4,000. The Application Fee is applied uniformly to all new prospective Hotel Owners of System Hotels, is not credited toward any other payment you must make, and is non-refundable.

Affiliation Fee

All new prospective Hotel Owners of System Hotels must pay a non-refundable affiliation fee (the "Affiliation Fee") before signing the Distribution Agreement for orientation, training and other on-boarding services and support. The Affiliation Fee is \$25,000.

Impact Study Fee

If upon receipt of your Application a Hotel Owner requests an impact study, you will be required to pay us an impact study fee (the "Impact Study Fee") of \$4,000 so that we can conduct an impact study. If we deny your Application for any reason, we will refund the Impact Study Fee to you.

Question 24

How does the application fee for Bw Premier Collection in Item 5 relate to the ongoing Rate Shopping Service fees outlined in Item 6?

Accepted Answer

#### ITEM 5

#### INITIAL FEES

Application Fee

All new prospective Hotel

Question 25

How does the Bw Premier Collection application fee in Item 5 relate to the potential design service costs in Item 7 for a conversion?

Accepted Answer

n Fee

All new prospective Hotel Owners of System Hotels must complete an Application (the current form of which is attached as Exhibit G). When you submit the Application to us for processing, you must pay an application fee (the "Application Fee") of \$4,000. The Application Fee is applied uniformly to all new prospective Hotel Owners of System Hotels, is not credited toward any other payment you must make, and is non-refundable.

Affiliation Fee

All new prospective Hotel Owners of System Hotels must pay a non-refundable affiliation fee (the "Affiliation Fee") before signing the Distribution Agreement for orientation, training and other on-boarding services and support. The Affiliation Fee is \$25,000.

Question 26

How does the application fee for Bw Premier Collection in Item 5 relate to the potential long-term profitability of the franchise, considering Item 6, Item 7, and Item 10?

Accepted Answer

| Column 1 Type of Expenditure | Column 2 Amount | Column 3 Method of Payment | Column 4 When Due | Column 5 To Whom Payment is to be made |
|---|---|---|---|---|
| Application Fee (1) | $4,000 | Lump Sum | When you submit the Application to us for processing | Us |
| Affiliation Fee (2) | $25,000 | Lump Sum | Prior to execution of the Distribution Agreement | Us |
| Impact Study Fee (3) | $0 - $4,000 | Lump Sum | Before Commission of | Us |
|  |  |  | Commission of Impact Study if Required |  |
| Renovation Work (4) | $0 - $2,677,500 | As Agreed | As Agreed | Contractors |
| Furniture, Fixtures and | $0 - $3,415,500 | As Agreed | As Agreed | Suppliers |
| Equipment (5) |  |  |  |  |
| Inventory and Operating | $72,450 - $90,300 | As Agreed | As Agreed | Suppliers |
| Equipment (6) |  |  |  |  |
| Signage (7) | $315 - $525 | As Agreed | As Agreed | Suppliers |
| Distribution System | $1,150 - $8,000 | Lump Sum | As Required | Us |
| Photographs Fee (8) |  |  |  |  |
| Computer System (9) | $0 - $13,100 | Cash, Check or Wire Transfer | As Required | Suppliers/Us |
| Insurance (10) | $8,750 - $13,750 | As Required | As Required | Agent/Insurer |
| Organizational Expense | $1,050 - $2,100 | As Agreed | As Agreed | Accountant/Attorney |
| (11) |  |  |  |  |
| Permits and Licenses | $0 - $63,000 | As Required | As Required | Governmental |
| (12) |  |  |  | Agency |
| Miscellaneous Project | $0 - $26,250 | As Incurred | As Agreed | Suppliers |
| Management Expenses |  |  |  |  |
| (13) |  |  |  |  |
| Additional Funds | $500,000 - | As Incurred | As Arranged | Suppliers |
| (3 months) (14) | $545,000 |  |  |  |
| TOTAL (15) |  |  |  |  |
| $612,715 - $6,888,025 |

Question 27

How does the application fee for Bw Premier Collection in Item 5 relate to the potential return on investment for a conversion, considering Item 7 and Item 10?

Accepted Answer

TEM 5

#### INITIAL FEES

Application Fee

All new prospective Hotel Owners of System Hotels must complete an Application (the current form of which is attached as Exhibit G). When you submit the Application to us for processing, you must pay an application fee (the "Application Fee") of \$4,000. The Application Fee is applied uniformly to all new prospective Hotel Owners of System Hotels, is not credited toward any other payment you must make, and is non-refun

Question 28

Besides Brad LeBlanc, who else can receive the Bw Premier Collection FDD, and what is their contact information?

Accepted Answer

If you buy this franchise, your contact information may be disclosed to other buyers when you leave the System.

| Hotel Name                                                                       | Franchisee                               | Franchisee Contact                  | Address                      | City             | State             | Zipcode | Phone                                 |
|----------------------------------------------------------------------------------|------------------------------------------|----------------------------------------|------------------------------|------------------|-------------------|---------|---------------------------------------|
| Aquarius Casino Resort, BW Premier                                               | Aquarius Gaming, LLC                     | William Beine                          | 1900 S Casino Dr             | Laughlin         | Nevada            |         | 89029-1513 (702) 298-5111             |
| The Hub Middletown Red Bank, BW | JSK Middletown LLC | Rishi Goragandhi | 750 State Route 35 | Middletown |  |  | New Jersey 07748-3410 (732) 671-3400 |
| Signature Collection |  |  |  |  |  |  |  |
| The Hub Murray Hill, BW Premier                                                  | Murray Hill Hospitality,                 | Rishi Goragandhi                       | 535 Central Ave.             | New Providence   |                   |         | New Jersey 07974-1561 (908) 665-9200  |
| Eatontown/BW Premier Collection |  |  |  |  |  |  |  |
| Vista LIC Hotel, BW Premier                                                      | 39th Ave Holding LLC                     | Michael Psarros                        | 2705 39th Ave                | Long Island City | New York          |         | 11101-2703 (718) 786-8500             |
| Cherry Valley Hotel, BW Premier                                                  | Newark Hotel Ownership Robert Spoto      |                                        | 2299 Cherry Valley Rd Newark |                  | Ohio              |         | 43055-9393 (740) 788-1200             |
| Hotel Peppertree Bend, BW Premier                                                | Bend Peppertree                          | Rita Jean Santillanes 1082 SW Yates Dr |                              | Bend             | Oregon            |         | 97702-3749 (541) 283-3360             |
| Hotel Eastlund, BW Premier Collection Grand Ventures Holdings, Alan M. Battersby |                                          |                                        | 1021 NE Grand Ave            | Portland         | Oregon            |         | 97232-3490 (503) 235-2100             |
| Mt Hood Oregon Resort, BW Premier                                                | Y Hospitality RATM, LLC Elizabeth Kwon   |                                        | 68010 E Fairway Ave          | Welches          | Oregon            |         | 97067-9706 (503) 622-3101             |
| Inn at Fox Chase, BW Premier                                                     | Parx Hotel LLC                           | Thomas C Bonner                        | 3327 Street Rd               | Bensalem         |                   |         | Pennsylvani 19020-2021 (215) 639-9100 |
| Eden Resort & Suites, BW Premier                                                 | THIRTY INC.                              | Drew G. Anthon                         | 222 Eden Rd                  | Lancaster        |                   |         | Pennsylvani 17601-4216 (717) 569-6444 |
| Independence Park Hotel, BW Premier | 235 CHESTNUT STREET | Frank D. Reagoso | 235 Chestnut St | Philadelphia | Pennsylvani |  | 19106-2813 (215) 922-4443 |
| Collection | ASSOCIATES, LLC |  |  |  | a |  |  |
| Hotel Name                                                  | Franchisee                        | Franchisee Contact | City                   | State    | Zipcode | Phone                     |
|-------------------------------------------------------------|-----------------------------------|-----------------------|------------------------|----------|---------|---------------------------|
| Rocky Gap Casino Resort, BW | Lakes Maryland Development | William Beine | Flinstone | Maryland |  | 21530-1059 (301) 784-8400 |
| Premier Collection | LLC |  |  |  |  |  |
| Gateway Hotel & Convention Center, | Golden Horizon LLC | Minaj Hatch | Flint | Michigan |  | 48507-6351 (810) 232-5300 |
| BW Premier Collection |  |  |  |  |  |  |
| Niagara Riverside Resort, BW | Lasalle Hospitality Inc | Brett Stewart | Niagara Falls New York |  |  | 14304-4001 (716) 299-0344 |
| Premier Collection |  |  |  |  |  |  |

Source: Item 23 — Receipts (FDD pages 54–203)

Question 29

Besides his role as District VI Director for Bw Premier Collection, what other positions does Mahmood Merchant hold within Best Western or related companies?

Accepted Answer

Mr. Merchant has served as our District VI Director since December 2021, in Phoenix, Arizona. Mr. Merchant has been the owner of the Best Western Big Country Inn in Coalinga, California since 2000, the Best Western Apricot Inn in Firebaugh, California since 2003, the Best Western Colonial Inn in Selma, California since 2017, and the Best Western Plus Inn in Coalinga, California since 2018. Mr. Merchant has also served as SureStay, Inc.'s Director in Phoenix, Arizona since December 2021. He has also been the President and Chief Executive Officer of Merchant Valley Corporation in Roseville, California since March 1997.

Source: Item 2 — BUSINESS EXPERIENCE (FDD pages 9–12)

Question 30

How does the cost of Studio Design Services in Item 7 compare to the Partner Forum fee in Item 6 for a Bw Premier Collection franchisee?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |
| Rate Shopping Service | Varies depending on market but generally between $32 and $59 per month. | Due and payable upon statement receipt.

Question 31

Does the Bw Premier Collection FDD include tables presenting information about the carrying value of the company's financial assets compared to fair value as of November 30, 2022?

Accepted Answer

The following tables present information about the carrying value of the Company's financial assets compared to fair value as of November 30, 2023 and 2022, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. The investments in certificates of deposits, mutual funds, common shares, U.S. treasury and government agency bonds, corporate bonds, mortgage and asset-backed securities, and municipal and provincial notes and bonds are included in both short-term and long-term investments in the Consolidated Statements of Financial Position, and the investments held in a Restricted Rabbi Trust are included in Restricted Rabbi Trust investments in the Consolidated Statements of Financial Position.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 32

In what geographic areas does SureStay, Inc. offer franchises, and how does this relate to the territories where Bw Premier Collection franchises are offered?

Accepted Answer

SureStay, Inc. offers franchises in the United States and Canada.

Our indirect subsidiary, B-W International Licensing Mexico, S.A. de C.V., has offered hotel licenses in the United Mexican States, Belize, Costa Rica, Guatemala, Nicaragua and El Salvador using the marks "Best Western", "Best Western Plus", "Best Western Premier" "Executive Residency by Best Western", "@Home by Best Western", "GLō", "Aiden", "BW Premier Collection", "BW Signature Collection", "SureStay", "SureStay Plus" and "SureStay Collection" since 2018.

Our indirect subsidiary, B-W International Licensing Australia Pty Limited, has offered hotel licenses in Australia, New Zealand and Fiji, using the marks "Best Western", "Best Western Plus", "Best Western Premier", "Executive Residency by Best Western", "@Home by Best Western", "GLō", "Aiden", "BW Premier Collection", "BW Signature Collection", "SureStay", "SureStay Plus" and "SureStay Collection" since 2018.

Source: Item 1 — The Franchisor and any Parents, Predecessors, and Affiliates (FDD pages 6–9)

Question 33

In what geographic areas does SureStay International, Inc. offer licenses, and how does this relate to the territories where Bw Premier Collection franchises are offered?

Accepted Answer

. Our indirect subsidiary, SureStay International, Inc., has offered hotel licenses using the marks "SureStay", "SureStay Plus®", and "SureStay Collection®" since 2016, and has offered hotel licenses using the mark "SureStay Studio®" since April 2020. SureStay International, Inc. offers license agreements internationally except for in the countries in which our other indirect subsidiaries (see below) and unaffiliated sublicensees offer licenses. SureStay, Inc. and SureStay International, Inc. each have a principal business address located at 6201 N. 24^th Parkway, Phoenix, AZ 85016. As of November 30, 2024, there were 393 SureStay hotels operating in the United States and abroad. Neither SureStay, Inc. nor SureStay International, Inc. provide products or services to our Hotel Owners. Our indirect subsidiary, B-W International Licensing Mexico, S.A. de C.V., has offered hotel licenses in the United Mexican States, Belize, Costa Rica, Guatemala, Nicaragua and El Salvador using the marks "Best Western", "Best Western Plus", "Best Western Premier" "Executive Residency by Best Western", "@Home by Best Western", "GLō", "Aiden", "BW Premier Collection", "BW Signature Collection", "SureStay", "SureStay Plus" and "SureStay Collection" since 2018. B-W International Licensing Mexico, S.A. de C.V. has a principal business address located at Av. Xola No. 535 Int. 401, Col. Del Valle, Del. Benito Juárez, C.P. 03100 CDMX. Source: Item 1 — The Franchisor and any Parents, Predecessors, and Affiliates (FDD pages 6–9)

Question 34

How much construction loan interest was capitalized and included in hotel investments for Bw Premier Collection for the years ended November 30, 2024 and 2023?

Accepted Answer

ars ended November 30, 2024 and 2023, respectively.

Construction loan interest of \$0.5 million and \$0.5 million was incurred for the years ended November 30, 2024 and 2023, of which \$0.0 million and \$0.0 million was capitalized and included in hotel investments, net in the Consolidated Statements of Financial Position for the years ended November 30, 2024 and 2023, respectively. \$0.5 million and \$0.5 million of construction loan interest was expensed in interest and dividend income, and interest and other expense, net in the Consolidated Statements of Revenues and Expenses for the y

Source: Item 23 — Receipts (FDD pages 54–203)

Question 35

How much construction loan interest did Bw Premier Collection incur for the years ended November 30, 2024 and 2023?

Accepted Answer

ars ended November 30, 2024 and 2023, respectively.

Construction loan interest of \$0.8 million and \$0.8 million was incurred for the years ended November 30, 2024 and 2023, of which \$0.0 million and \$0.0 million was capitalized and included in hotel investments, net in the Consolidated Statements of Financial Position for the years ended November 30, 2024 and 2023, respectively. \$0.8 million and \$0.8 million of construction loan interest was expensed in interest and dividend income, and interest and other expense, net in the Consolidated Statements of Revenues and Expenses for the years ended November 30, 2024 and 2023, respectively.

The Company is required to maintain certain financial and operational covenants. At November 30, 2024 and 2023, the Company was in compliance with all covenants.

#### DevCo Tempe

In October 2020, DevCo Tempe entered into the Tempe Loan with UMB Bank. Under terms of the Tempe Loan, DevCo Tempe can request advances up to \$15.3 million. For the period November 1, 2020 through October 31, 2023, interest on the outstanding principal balance of the Tempe Loan was due and payable monthly.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 36

How does the non-refundable application fee for Bw Premier Collection in Item 5 compare to the optional Studio Design Services costs in Item 7?

Accepted Answer

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Column 1 Type of Expenditure | Column 2 Amount | Column 3 Method of Payment | Column 4 When Due |
| Application Fee (1) | $4,000 | Lump Sum | When you submit the Application to us for processing |
|  |  |  | check-out. This is the cost for the Canary GMS, although you may use the GMS of your choosing. |
| Studio Design Services | Per contract, determined by the scope of the project. | Due and payable monthly upon statement receipt. | Optional, affordable interior design creation and conceptual architectural services (for exteriors) available through our Studio Design team of interior designers and architects on a contract basis.

Question 37

How does the non-refundable application fee for Bw Premier Collection in Item 5 relate to the overall financial commitment required to establish and operate a franchise, considering Item 6 and Item 7?

Accepted Answer

n Fee

All new prospective Hotel Owners of System Hotels must complete an Application (the current form of which is attached as Exhibit G). When you submit the Application to us for processing, you must pay an application fee (the "Application Fee") of \$4,000. The Application Fee is applied uniformly to all new prospective Hotel Owners of System Hotels, is not credited toward any other payment you must make, and is non-refundable.

Affiliation Fee

All new prospective Hotel Owners of System Hotels must pay a non-refundable affiliation fee (the "Affiliation Fee") before signing the Distribution Agreement for orientation, training and other on-boarding services and support. The Affiliation Fee is \$25,000.

Impact Study Fee

If upon receipt of your Application a Hotel Owner requests an impact study, you will be required to pay us an impact study fee (the "Impact Study Fee") of \$4,000 so that we can conduct an impact study. If we deny your Application for any reason, we will refund the Impact Study Fee to you.

Computer-Related Fees

You may, but are not required to, have two-way connectivity to our reservations system. If you elect to use two-way connectivity, you must pay us a \$1,500 installation fee. If you do not elect to use two-way connectivity, you will not pay us this fee.

All Hotel Owners of System Hotels are required to have a Hotel Managed Security Service ("HMSS") which provides hotels with secure communications to data centers and security, which will require that you pay us a one-time installation fee which typically ranges from \$2,100 to \$3,500.

These computer-related fees are non-refundable.

Distribution System Photographs Fee

When we require before opening the Hotel, you must pay a distribution system photographs fee ("Distribution System Photographs Fee") ranging between \$1,150 and \$8,000 plus one room night's accommodation for the photographer (if needed) so that we can ensure our reservations system have up-to-date material. The Distribution System Photographs Fee is applied uniformly to all new prospective Hotel Owners of System Hotels and is non-refundable.

Question 38

How does the optional Partner Forum fee in Item 6 compare to the potential benefits of networking and collaboration with other franchisees for a Bw Premier Collection?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement.

Question 39

How does the optional Studio Design Services in Item 7 compare to the potential increase in occupancy rates and revenue generated through improved aesthetics for a Bw Premier Collection franchisee?

Accepted Answer

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
|  |  |  | check-out. This is the cost for the Canary GMS, although you may use the GMS of your choosing. |
| Studio Design Services | Per contract, determined by the scope of the project. | Due and payable monthly upon statement receipt. | Optional, affordable interior design creation and conceptual architectural services (for exteriors) available through our Studio Design team of interior designers and architects on a contract basis. |

Question 40

How does the Partner Forum fee in Item 6 compare to the potential benefits of gaining insights and best practices from other franchisees for a Bw Premier Collection?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement.

Question 41

How does the Partner Forum fee in Item 6 compare to the potential costs associated with pre-opening activities for a Bw Premier Collection hotel, as outlined in Item 7?

Accepted Answer

[Item 6: Other Fees]

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |

[Item 7: Estimated Initial Investment]

#### Explanatory Notes

- 1. All new prospective Hotel Owners must complete an Application and submit the $4,000 Application Fee.
- 2. All new prospective Hotel Owners must pay the $25,000 Affiliation Fee for orientation, training and other on-boarding services and support.

- 6. "Inventory" includes food and beverages and other immediately consumable items such as fuel, soap, cleansing material, and similar items. "Operating equipment" includes such items as plates, cups, glasses, and uniforms.

Although the estimated initial investment for inventory and operating equipment may vary significantly depending upon the number of rooms at the Hotel, occupancy and other similar factors, we anticipate the initial investment for inventory and operating equipment will equal roughly 8% to 10% of guest room revenue.

Question 42

How does the Rate Shopping Service fee in Item 6 compare to the potential benefits of participating in the Partner Forum for a Bw Premier Collection franchisee?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |
| Rate Shopping Service | Varies depending on market but generally between $32 and $59 per month. | Due and payable upon statement receipt.

Question 43

How does the Rate Shopping Service fee in Item 6 compare to the potential increase in profitability generated through dynamic pricing strategies for a Bw Premier Collection franchisee?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |
| Rate Shopping Service | Varies depending on market but generally between $32 and $59 per month. | Due and payable upon statement receipt. | Competitive software subscription rate shopping service that allows hotels to shop up to 8 competitors.

Question 44

How does the Rate Shopping Service fee in Item 6 compare to the potential increase in revenue generated through effective pricing strategies for a Bw Premier Collection franchisee?

Accepted Answer

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |
| Rate Shopping Service | Varies depending on market but generally between $32 and $59 per month. | Due and payable upon statement receipt. | Competitive software subscription rate shopping service that allows hotels to shop up to 8 competitors.

Question 45

How does the Rate Shopping Service fee in Item 6 compare to the potential Studio Design Services costs in Item 7 for a Bw Premier Collection franchisee?

Accepted Answer

FEES

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |
|  |  |  |  |
| Partner Forum | $1,500 - $3,000 | Due and payable upon statement receipt. | Fee for optional BWI sales and marketing event. |
| Rate Shopping Service | Varies depending on market but generally between $32 and $59 per month. | Due and payable upon statement receipt. | Competitive software subscription rate shopping service that allows hotels to shop up to 8 competitors. |
| BestREV | Cost recovery set-up fee plus $175 per month for licensing, support and maintenance.

Question 46

What other roles has Phillip Payne held within Bw Premier Collection prior to being District I Director?

Accepted Answer

Mr. Payne has served as our District I Director since December 2019, in Phoenix, Arizona. He served as our Chairman from December 2023 to December 2024, our Vice Chairman from December 2022 to December 2023, and our Secretary-Treasurer from December 2021 to December 2022, in each case in Phoenix, Arizona. Mr. Payne has been an owner of the Best Western Plus Rio Grande Inn in Albuquerque, New Mexico since 1995. Mr. Payne has also served as SureStay, Inc.'s Director in Phoenix, Arizona since December 2019.

Source: Item 2 — BUSINESS EXPERIENCE (FDD pages 9–12)

Question 47

How does the transfer fee for a Bw Premier Collection Distribution Agreement in Item 6 compare to the initial application fee in Item 5?

Accepted Answer

[Item 5: Initial Fees]

#### ITEM 5

#### INITIAL FEES

Application Fee

All new prospective Hotel Owners of System Hotels must complete an Application (the current form of which is attached as Exhibit G). When you submit the Application to us for processing, you must pay an application fee (the "Application Fee") of $4,000. The Application Fee is applied uniformly to all new prospective Hotel Owners of System Hotels, is not credited toward any other payment you must make, and is non-refundable.

[Item 6: Other Fees]

| Type of Fee | Amount | Due Date | Remarks |
|---|---|---|---|
| Transfer Fee | $10,000. | Due and payable upon statement receipt. | Payable to transfer or assign the Distribution Agreement. |

Question 48

According to the Bw Premier Collection FDD, what are the reasons for signing the Rider to the Distribution Agreement?

Accepted Answer

tive Date stated in the Distribution Agreement.

HOTEL OWNER: BWI: [HOTEL OWNER], a [INSERT TYPE OF Best Western International, Inc., an Arizona ENTITY] corporation Executed on: Executed on:
### RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN MARYLAND

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Distribution Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "BWI"), and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("you," "your," or "Hotel Owner").

- 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) you are a resident of the State of Maryland and/or (b) the franchised Hotel will be or is operated in the State of Maryland, and/or (c) the offer to sell the franchise for the Hotel was made in the State or Maryland; and/or (d) the offer to buy the franchise for the Hotel was accepted in the State of Maryland.
- 2.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 49

According to Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J, can Bw Premier Collection require litigation to be conducted outside of Minnesota?

Accepted Answer

Minn. Stat. Sec. 80C.21 and Minn. Rule 2860.4400J might prohibit us from requiring litigation to be conducted outside Minnesota. Those provisions also provide that no condition, stipulations or provision in the Distribution Agreement shall in any way abrogate or reduce any rights you have under the Minnesota Franchises Law, including (if applicable) the right to submit matters to the jurisdiction of the courts of Minnesota and the right to any procedure, forum or remedies that the laws of the jurisdiction provide.

Minn. Rule Part 2860.4400J might prohibit a franchisee from waiving rights to a jury trial; waiving rights to any procedure, forum or remedies provided by the laws of the jurisdiction; or consenting to liquidated damages, termination penalties or judgment notes. However, we and you will enforce these provisions in our Distribution Agreement to the extent the law allows.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 50

According to the Rider, under what circumstances is the Rider to the Best Western International, Inc. Distribution Agreement signed for Bw Premier Collection?

Accepted Answer

a ENTITY] corporation Executed on: Executed on:
### RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN MINNESOTA

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Distribution Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "BWI"), and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("you," "your," or "Hotel Owner").

- 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) the Hotel that Hotel Owner will operate under the Distribution Agreement will be located in Minnesota; and/or (b) any of the offering or sales activity relating to the Distribution Agreement occurred in Minnesota.
- 2. Infringement. The following language is added to the end of Section 3.q of the Distribution Agreement:

To the extent required by Minnesota Stat. Sec. 80C.12, Subd. 1(g), BWI will protect Hotel Owner's right to use the Licensed Marks and indemnify Hotel Owner from any loss, costs or expenses arising out of any claim, suit or demand regarding the use of the Licensed Marks.

3. Termination. The following is added to the end of Sections 1.a, 1.b, 1.c and 3.o of the Distribution Agreement:

However, with respect to franchises governed by Minnesota law, BWI will comply with Minn. Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that a Hotel Owner be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice of non-renewal of this Agreement.

4. Governing Law/Consent to Jurisdiction. The following is added to the end of Section 4.l of the Distribution Agreement:

Minn. Statutes. Section 80C.21 and Minnesota Rule 2860.4400(J) prohibit BWI from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring the Hotel Owner to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Distribution Agreement can abrogate or reduce any of Hotel Owner's rights as provided for in Minnesota Statutes, Chapter 80C, or the Hotel Owner's rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

5. Limitations of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

Minnesota law provides that no action may be commenced under Minn. Stat. Sec. 80C.17 more than three (3) years after the cause of action accrues.

6. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Distribution Agreement.

HOTEL OWNER: BWI: [HOTEL OWNER], a [INSERT TYPE OF Best Western International, Inc., an Arizona ENTITY] corporation Executed on: Executed on:
### RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN NEW YORK

This Rider (the "Rider") is made and entered into as of the Effective Date as stated in the Distribution Agreement (defined below), by and between Best Western International, Inc., an Arizona corporation with its principal business address at 6201 N. 24th Parkway, Phoenix, Arizona 85016 ("we," "us" "our," or "BWI"), and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("you," "your," or "Hotel Owner").

- 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed concurrently with the signing of this Rider (the "Distribution Agreement"). This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) the offer or sale of the franchise for the Hotel that Hotel Owner will operate under the Distribution Agreement was made in the State of New York, and/or (b) Hotel Owner is a resident of New York and will operate the Hotel in New York.
- 2. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

However, to the extent required by Article 33 of the General Business Law of the State of New York, this Section shall not be considered a waiver of any right conferred upon Hotel Owner by the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder.

3. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

However, to the extent required by Article 33 of the General Business Law of the State of New York, all rights and any causes of action arising in Hotel Owner's favor from the provisions of Article 33 of the General Business Law of the State of New York and the regulations issued thereunder shall remain in force; it being the intent of this provision that the non-waiver provisions of GBL Sections 687.4 and 687.5 be satisfied

4. Our Transfer. The following language is added as a new Section 4.p of the Distribution Agreement:

To the extent required by applicable law, no assignment will be made except to an assignee who, in BWI's good faith judgment, is willing and able to assume BWI's obligations under this Agreement.

5. Termination by You. The following is added to the end of Section 1.b and 1.c of the Distribution Agreement:

Hotel Owner may terminate this Agreement on any grounds available by law under the provisions of Article 33 of the General Business Law of the State of New York.

- 6. Application of Rider. There are circumstances in which an offering made by BWI would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the State of New York. However, an offer or sale is deemed to be made in New York if Hotel Owner is domiciled in and the Hotel will be opened in New York. We are required to furnish a New York prospectus to every prospective Hotel Owner who is protected under the New York General Business Law, Article 33..
- 7. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Distribution Agreement.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 51

According to the Rider, under what condition will North Dakota law apply to the Distribution Agreement for Bw Premier Collection?

Accepted Answer

Notwithstanding the foregoing, to the extent required by the North Dakota Franchise Investment Law, North Dakota law will apply to this Agreement. In addition, to the extent required by applicable law, Hotel Owner may bring an action in North Dakota.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 52

Can Bw Premier Collection and its affiliates receive revenue from selling required items to Hotel Owners in the future?

Accepted Answer

rest.

Our affiliate, AutoClerk, received approximately \$16,960 in revenue during 2024 from selling optional items to Hotel Owners. Neither we nor our affiliates received any revenue or other material consideration during 2024 from selling required items to Hotel Owners, but we and they may do so in the future. Designated suppliers did, however, make payments (i.e., commissions and rebates) to us in 2024 in connection with required and discretionary purchases by Hotel Owners and our and our affiliates' licensees and franchisees operating under other hotel brands (collectively referred to as "BW Hotel Operators"). We generally receive a margin of approximately 7.8% from furniture, fixtures and equipment suppliers and commissions of 2.3% from direct order suppliers (i.e., suppliers of hotel operational items such as guest room amenities, linens, etc.) based on purchases made by BW Hotel Operators. During fiscal year 2024, we received total revenue of \$580 million and we received \$4.6 million, or 0.8% of our total revenue, from vendors (i.e., commissions and rebates) in connection with purchases by BW Hotel Operators. All such funds were used for the administration of the supply pr

Source: Item 8 — Restrictions on Sources of Products and Services (FDD pages 30–32)

Question 53

Does the Bw Premier Collection agreement allow waivers of compliance with any Illinois law if jurisdictional requirements are met?

Accepted Answer

new Section 4.o of the Distribution Agreement:

Nothing in this Agreement shall shorten any period within which Hotel Owner may bring a claim under Section 705/27 of the Illinois Franchise Disclosure Act or constitute a condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act of 1987 or any other Illinois law (as long as the jurisdictional requirements of that Illinois law are met).

4. Waivers Void.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 54

When applying for a Bw Premier Collection franchise, is it necessary to disclose if a property was terminated from a brand while owned, leased, or operated?

Accepted Answer

| Address            | City                                                                       | State/Province   |
|--------------------|----------------------------------------------------------------------------|------------------|
| Name of individual | Own | Lease Operate |
| Percent interest | From (Mo/Yr) | To (Mo/Yr) |
|  | While owned, leased or operated, was the Property terminated from a brand? If yes, why? Name of Property | Yes No |

Source: Item 23 — Receipts (FDD pages 54–203)

Question 55

Is Bw Premier Collection authorized to provide financial performance information that differs from Item 19?

Accepted Answer

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

We do not make any financial performance representations. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you

should report it to the franchisor's management by contacting Jay Pricher, General Counsel and Corporate Secretary of Best Western International, Inc., at 6201 N. 24th Parkway, Phoenix, AZ 85016, 602-957-4200, the Federal Trade Commission, and the appropriate state regulatory agencies.

Source: Item 19 — Financial Performance Representations (FDD pages 44–45)

Question 56

Is Bw Premier Collection authorized to supplement the information provided in Item 19 by providing information about possible performance at a particular location or under particular circumstances?

Accepted Answer

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances.

We do not make any financial performance representations. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you

should report it to the franchisor's management by contacting Jay Pricher, General Counsel and Corporate Secretary of Best Western International, Inc., at 6201 N. 24th Parkway, Phoenix, AZ 85016, 602-957-4200, the Federal Trade Commission, and the appropriate state regulatory agencies.

Source: Item 19 — Financial Performance Representations (FDD pages 44–45)

Question 57

Besides the states listed, are there other states where Bw Premier Collection may need to register, file, or obtain an exemption for its franchise under other laws?

Accepted Answer

Other states may require registration, filing, or exemption of a franchise under other laws, such as those that regulate the offer and sale of business opportunities or seller-assisted marketing plans.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 58

When is BWI required to furnish a New York prospectus to a prospective Hotel Owner for a Bw Premier Collection franchise?

Accepted Answer

- 6. Application of Rider. There are circumstances in which an offering made by BWI would not fall within the scope of the New York General Business Law, Article 33, such as when the offer and acceptance occurred outside the State of New York. However, an offer or sale is deemed to be made in New York if Hotel Owner is domiciled in and the Hotel will be opened in New York. We are required to furnish a New York prospectus to every prospective Hotel Owner who is protected under the New York General Business Law, Article 33.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 59

For Bw Premier Collection, what condition allows the depreciable life of right-of-use (ROU) assets to extend beyond the expected lease term?

Accepted Answer

The depreciable life of the ROU assets are limited by the expected lease term unless the Company is reasonably certain of a transfer of title or purchase option.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 60

What is the condition for BWI's assignment of the Bw Premier Collection Distribution Agreement, according to the Rider?

Accepted Answer

To the extent required by applicable law, no assignment will be made except to an assignee who, in BWI's good faith judgment, is willing and able to assume BWI's obligations under this Agreement.

Source: Item 23 — Receipts (FDD pages 54–203)

Question 61

What condition is presumed for the low end of the range for licenses and permits required to operate a Bw Premier Collection franchise?

Accepted Answer

The licenses and permits you must obtain to operate the Hotel vary depending on the state, county or other political subdivision in which the Hotel is located and the size of the Hotel.

The low end of the ranges presumes the hotel was open and operating as a hotel immediately prior to converting to a System Hotel and will not have permit and license fees.

This range includes licensing or permits that will be necessary for the Hotel to offer food and alcoholic

beverages. The price and related costs of obtaining an alcohol permit may vary substantially by jurisdiction, especially in those jurisdictions that consider a liquor license to be an asset.

Source: Item 7 — Estimated Initial Investment (FDD pages 26–30)

Question 62

What is the condition for the Rider's application to a Bw Premier Collection franchise offering?

Accepted Answer

- 1. Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement"). This Rider is part of the Distribution Agreement. This Rider is being signed because (a) the offer to sell or buy the franchise for the Hotel was made in the State of Illinois, and/or (b) the offer to sell or buy the franchise for the Hotel was made outside of the State of Illinois and accepted in the State of Illinois, and/or (c) Hotel Owner is domiciled in the State of Illinois, and/or (d) the franchised Hotel will be located in the State of Illinois.
- 2. Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:

However, Illinois law will apply to claims arising under the Illinois Franchise Disclosure Act and the parties submit to the jurisdiction and venue of the state and federal courts of competent jurisdiction in Illinois for claims arising under the Illinois Franchise Disclosure Act

3. Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:

Nothing in this Agreement shall shorten any period within which Hotel Owner may bring a claim under Section 705/27 of the Illinois Franchise Disclosure Act or constitute a condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act of 1987 or any other Illinois law (as long as the jurisdictional requirements of that Illinois law are met).

4. Waivers Void. The following language is added as a new Section 4.p of the Distribution Agreement:

Nothing in this Agreement shall constitute a condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of the Illinois Franchise Disclosure Act of 1987 or any other Illinois law (as long as the jurisdictional requirements of that Illinois law are met).

5. No Waiver of Disclaimer of Reliance. No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state

Source: Item 23 — Receipts (FDD pages 54–203)

Question 63

What is the condition under which the confidential settlement agreements in these cases involving Bw Premier Collection can be disclosed?

Accepted Answer

laim. On April 30, 2021, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Hotel would pay us \$250,000 in installment payments over 24 months.

Best Western International, Inc. v. Twin City Lodging, LLC, et al., Arizona District Court Case No. 18-cv-03374-SPL (Filed October 19, 2018).

The former Best Western Hotel & Restaurant in Mankato, Minnesota was terminated in June 2018 for failing to satisfy high speed internet and customer care ratio requirements and for having a large outstanding, unpaid account. On October 19, 2018, we filed a complaint against a former Member, Twin City Lodging, LLC ("Former Hotel"), and its voting members for the Former Hotel's failure to pay its outstanding account and fees and dues owed following termination. The Former Hotel filed a counterclaim against us alleging wrongful termination. The counterclaim asserted causes of action for violations of the Minnesota Franchise Act, breach of the implied covenant of good faith and fair dealing, and breach of contract. We denied any wrongdoing and moved to dismiss the claims.

Source: Item 3 — Litigation (FDD pages 12–18)

Question 64

Is the disclosure of the settlement agreement in the Best Western International, Inc. v. 1025 Beach LLC case regarding Bw Premier Collection allowed under any circumstances?

Accepted Answer

NG US

Best Western International, Inc. v. 1025 Beach LLC, Joga Sing Hayre, et al., Arizona District Court Case No. 2:22-cv-01696-CDB (Filed October 5, 2022; Counterclaim filed December 28, 2022).

The Membership for the Best Western Far Rockaway ("Former Member") was terminated for failure to pay its large, outstanding account; failure to pay its annual dues; and failure to satisfy the terms of a payment plan. On October 5, 2022, we filed a complaint against the owner of the Former Member, 1025 Beach LLC, and its voting member, for their failure to pay the outstanding account and fees and dues owed following the termination. The Former Member filed a counterclaim against us for breach of the implied covenant of good faith and fair dealing. The Former Member is seeking lost revenue proximately caused by us in an amount to be proven at trial. We denied any wrongdoing and disputed the allegations in the counterclaim. On April 19, 2023, the parties settled the case with mutual releases of all claims per a confidential settlement agreement, the disclosure of which is only allowed if required by applicable law or court order. The parties agreed that the Former Member would pay us \$160,000 in installment payments over 18 m

Source: Item 3 — Litigation (FDD pages 12–18)

Bw_Premier_Collection 2025 FDD FAQ