What disclosures are Even Hotels licensees required to make to purchasers and offerees of securities regarding IHG's role in the offering?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
Licensee may not offer and/or sell any Securities unless Licensee clearly discloses to all purchasers and offerees in any and all Securities offer and/or sale materials that: (i) neither IHG, nor any of its Affiliates, nor any of their respective officers, directors, managers, agents or employees, will in any way be deemed an issuer or underwriter of the Securities, as those terms are defined in applicable securities laws; (ii) neither IHG, its Affiliates nor any of their respective officers, directors, managers, agents and employees will have any liability or responsibility for any financial statements, projections or other financial information contained in any prospectus, offering and solicitation material or similar written or oral communication; plays (or will play) any role in the offer or sale of Licensee's securities; has any responsibility for the creation or contents of any offering and/or solicitation materials (including any prospectus); in no fashion controls (or will control) Licensee's day-to-day business operations or any element or instrumentality thereof; that any individual or entity purchasing Securities must understand that its sole recourse for any alleged or actual impropriety relating to the offer and sale of such Securities and/or Licensee's operation of its business will be against Licensee (and/or, as may be applicable, the seller of such Securities); and, that in no event may such purchaser seek to impose liability arising from or related to such activity, directly or indirectly, upon any of IHG, its Affiliates or any of their respective officers, directors, managers, agents or employees.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, if a licensee offers or sells securities, they must disclose specific information to potential purchasers. The licensee must clearly state in all offering materials that neither IHG (InterContinental Hotels Group), its affiliates, nor their respective officers, directors, managers, agents, or employees are considered issuers or underwriters of these securities under applicable securities laws.
Furthermore, Even Hotels licensees must disclose that IHG, its affiliates, and their personnel bear no liability or responsibility for any financial statements, projections, or other financial information included in the offering materials. The disclosure must clarify that IHG does not play any role in the offer or sale of the licensee's securities, nor does it have any responsibility for creating or maintaining the offering materials, including the prospectus.
Finally, the disclosure must state that IHG does not control the day-to-day business operations of the licensee. Any individual or entity purchasing securities must understand that their sole recourse for any issues related to the offer and sale of securities or the licensee's business operations is against the licensee. Purchasers cannot seek to impose liability on IHG, its affiliates, or their personnel for any activity related to the securities offering or the operation of the Even Hotels business.