Starwood Determines Revised Deal from Anbang-Led Consortium is “Reasonably Likely to Lead to a Superior Proposal”

Starwood Hotels & Resorts has announced that its Board of Directors, in consultation with its legal and financial advisors, determined that a revised, non-binding proposal from a consortium consisting of Anbang Insurance Group Co., Ltd., J.C. Flowers & Co. and Primavera Capital Limited is “reasonably likely to lead to a Superior Proposal as defined in Starwood’s merger agreement with Marriott International”.

On 26 March 2016, Starwood received a non-binding proposal from the consortium, under which the consortium would acquire all of the outstanding shares of Starwood common stock for $81.00 per share in cash. Starwood consequently engaged in discussions with, and provide diligence information to, the consortium in connection with its proposal.

Starwood commenced discussions with the consortium on 26 March 2016 and, in those discussions, the consortium made a revised proposal with an increased purchase price of $82.75 in cash per share of Starwood common stock.

Starwood and the consortium are continuing to discuss non-price terms related to the consortium’s revised proposal, and are working to finalize the other terms of a binding proposal from the consortium, including definitive documentation.

Under the terms of the consortium’s current, revised proposal, the consortium would acquire all of the outstanding shares of common stock of Starwood for $82.75 per share in cash, an increase of $4.75 per share from the consortium’s prior binding proposal on 18 March 2016.

Pursuant to separate agreements previously entered into by Starwood, Starwood stockholders would receive additional consideration in the form of Interval Leisure Group (ILG) common stock from the spin-off of its  vacation ownership business, Vistana Signature Experiences, and subsequent merger with ILG, currently valued at $5.91 per Starwood share, based on ILG’s share price as of market close on 24 March 2016. On this basis, the consortium proposal and the ILG transaction have a combined current value of $88.66 per share.

Lazard and Citigroup are serving as financial advisors and Cravath, Swaine & Moore LLP is serving as legal counsel to Starwood.

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