Starwood Hotels accepts new revised Marriott offer March 21

Breaking news this morning is Starwood’s Board of Directors accepted a revised ‘superior proposal’ from Marriott International over the Chinese Anbang proposal announced March 18, 2016.

I am not a finance guy, so here is the text of the Marriott press release regarding today’s development for those who care about details. Following the press release text are my thoughts on why I don’t really care who buys Starwood Hotels.

I highlighted one line stating Marriott expects to save $250 million in combined annual cost synergies, up from $200 million estimate in November 2015. To me this sounds like reduction in personnel and perhaps savings in SPG costs are included in those savings.


Revised Terms Value Starwood at $79.53 Per Share or $13.6 Billion;

Total Per Share Value of $85.36 With Separate ILG Transaction Consideration

• Starwood’s Board of Directors determined that revised terms from Marriott constitute a superior proposal compared to previously announced offer by Consortium led by Anbang Insurance Group.

• Increased cash consideration to $21.00 for each share of Starwood common stock.

• Revised exchange ratio of 0.80 shares of Marriott common stock for each share of Starwood common stock.

• Targeted annual G&A synergies increased to $250 million run-rate.

• Marriott and Starwood special stockholder meetings to be held on April 8, 2016 with transaction closing planned for mid-2016.

• Marriott conference call 8:00 a.m. ET on Monday, March 21, 2016

Bethesda, MD, and Stamford, CT, March 21, 2016

Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) announced today that the companies have signed an amendment to their definitive merger agreement that creates the world’s largest hotel company.

Under the terms of the amended merger agreement, Starwood shareholders will receive $21.00 in cash and 0.80 shares of Marriott International, Inc. Class A common stock for each share of Starwood Hotels & Resorts Worldwide, Inc. common stock. Excluding its timeshare business, the transaction values Starwood at approximately $13.6 billion ($79.53 per share), consisting of $10.0 billion of Marriott International stock, based on the closing price of $73.16 on March 18, 2016, and $3.6 billion of cash, based on approximately 170 million outstanding Starwood shares. Starwood shareholders will own approximately 34 percent of the combined company’s common stock after completion of the merger, based on current shares outstanding.

In addition, Starwood stockholders are expected to receive separate consideration in the form of Interval Leisure Group (NASDAQ: IILG) (“ILG”) common stock from the spin-off of the Starwood timeshare business and subsequent merger with ILG, currently valued at $5.83 per Starwood share, based on ILG’s share price as of market close on March 18, 2016 (the “ILG transaction”). Both companies continue to expect the closing of this transaction will occur well before the planned date of the Marriott-Starwood merger closing. The amended agreement and the ILG transaction have a combined current value of $85.36 per share of Starwood common stock.

As a result of extensive due diligence and joint integration planning, Marriott is confident it can achieve $250 million in annual cost synergies within two years after closing, up from $200 million estimated in November 2015 when announcing the original merger agreement.

This revised agreement offers superior value for Starwood’s shareholders, the ability to close quickly, and provides value creation potential that will allow both sets of shareholders to benefit from improved financial performance. Marriott and Starwood have already obtained important regulatory consents necessary to complete the transaction, including clearing premerger antitrust reviews in the United States and Canada.

Arne Sorenson, President and Chief Executive Officer of Marriott International, said: “After five months of extensive due diligence and joint integration planning with Starwood, including a careful analysis of the brand architecture and future development prospects, we are even more excited about the power of the combined companies and the upside growth opportunities. We are also more confident of achieving our updated target of $250 million of cost synergies. With a higher cash component in the purchase price, we have improved the transaction’s financial structure as well.

“We expect to accelerate the growth of Starwood’s brands, leveraging Marriott’s worldwide hotel development organization and owner and franchisee relationships. On the top line, combined sales expertise and increased account coverage should drive additional customer loyalty and increase revenue. Hotel level cost savings should benefit owners and franchisees, including better efficiencies in reservations, procurement and shared services. The company will have a broader global footprint and the most powerful frequent traveler programs in the industry, strengthening Marriott’s ability to serve guests wherever they travel.

“We are also bringing together two of the most talented and experienced teams in the industry. Together, they will combine their innovative ideas and service commitment to deliver unforgettable guest experiences.”

Bruce Duncan, Chairman of the Board of Directors of Starwood Hotels & Resorts Worldwide, said, “We are pleased that Marriott has recognized the value that Starwood brings to this merger and enhanced the consideration being paid to Starwood shareholders. We continue to be excited about the combination of Starwood and Marriott, which will create the world’s largest hotel company with an unparalleled platform for global growth in the upscale segment. We are also pleased with the progress the two companies have made toward closing.

“Throughout this process, our Board of Directors has remained laser-focused on maximizing value for Starwood shareholders, and Marriott’s revised offer provides the highest value to our shareholders through long-term upside potential from shared synergies and ownership in one of the world’s most respected companies, as well as significant upfront cash consideration.

“With its asset light business model, multi-year industry leading unit growth, powerful brands, and consistent return of capital to shareholders, Marriott stock has consistently traded at valuation premiums to its public peers.”

Marriott expects the transaction to be roughly neutral to adjusted earnings per share in 2017 and 2018.

Marriott remains committed to maintaining an investment grade credit rating after the merger. While Marriott anticipates its leverage will be modestly higher than targeted levels when the transaction closes, it expects to reach targeted leverage of 3.0x to 3.25x adjusted debt to adjusted EBITDAR by year-end 2016.

One-time transaction costs for the merger are expected to total approximately $100 million to $130 million. Transition costs are also expected to be incurred over the next two years.

The transaction is subject to Marriott International and Starwood Hotels & Resorts Worldwide stockholder approvals, completion of Starwood’s planned disposition of its timeshare business, obtaining remaining regulatory approvals and the satisfaction of other customary closing conditions. Marriott and Starwood have each agreed to convene its respective stockholder meeting to consider the transactions contemplated by the amended merger agreement on March 28, 2016 and to immediately adjourn such meeting until April 8, 2016. Assuming receipt of the necessary approvals, the parties continue to expect the transaction to close in mid-2016. The break-up fee payable by Starwood in certain circumstances increased to $450 million from $400 million. In circumstances in which the termination fee is payable , Starwood would also be required to reimburse Marriott for up to $18 million of actual costs incurred by Marriott in connection with the financing of the transaction.

As announced on March 18, 2016, Starwood’s Board previously determined that the binding and fully financed proposal from a consortium consisting of Anbang Insurance Group Co., Ltd., J.C. Flowers & Co. and Primavera Capital Limited (the “Consortium”) to acquire all of the outstanding shares of common stock of Starwood for $78.00 per share in cash constituted a “Superior Proposal,” as defined in the merger agreement. The Consortium’s proposal, together with the ILG transaction, have a combined current value of $83.83 per Starwood share. In connection with the amended merger agreement, Starwood’s Board of Directors has determined that the Consortium’s proposal no longer constitutes a “Superior Proposal”, and therefore under the merger agreement Starwood is no longer permitted to engage in discussions or negotiations with, or provide confidential information to, the Consortium. Starwood’s Board unanimously recommends the amended merger agreement with Marriott to Starwood’s stockholders.


Does not really matter to me if Starwood turns Chinese or Marriott

The ownership of Starwood Hotels is not as big a deal to me as seems to be to many other travel bloggers. SPG was my primary loyalty program for a decade, however, I sort of dropped Starwood Hotels since 2013 as the average daily rate of hotel rooms surpassed my average travel budget daily spend.

The lack of good promotions with SPG was a major factor in my shift in opinion on the value of SPG. After ten years of staying at Starwood Hotels earning high value SPG promotion offers, the past couple of years, SPG promotions have looked comparatively weak to me. Marriott has had better promotion offers than SPG.

Also, the fact that I have spent most of the past two years traveling in Scandinavia, where there are hardly any Starwood Hotels, and London, where Starwood Hotels are prohibitively expensive, helped move me on to other hotel chains as the focus for my hotel spend. The price of hotels in the USA hitting record highs in the past two years also meant that my primary strategy for earning hotel points by booking cheap USA hotel stays during high value promotions was not feasible. There are few Starwood Hotels with low rates in the USA these days. And need I say anything about how high hotels have climbed in SPG reward night categories?

I simply have found far better value with other hotel loyalty programs as a way to reduce my annual hotel spend for 80 or so nights.

About Ric Garrido

Ric Garrido of Monterey, California started Loyalty Traveler in 2006 for traveler education on hotel and air travel, primarily using frequent flyer and frequent guest loyalty programs for bargain travel. Loyalty Traveler joined in 2008.

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