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Starwood, Marriott recommit to tie-up after Anbang group's exit

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Capital Markets View – January 2021


Starwood, Marriott recommit to tie-up after Anbang group's exit

StarwoodHotels & Resorts Worldwide Inc. confirmed that the consortiumled by Anbang Insurance Group Co. backed out of its cash offer to take over the company for $82.75 per share.

The company also reaffirmed its commitment to merge withMarriott InternationalInc., which recently upsized its acquisition for Starwood to $13.6 billion, or$79.53 per share.

"Throughout this process, we have been focused onmaximizing stockholder value now and in the future," Starwood ChairmanBruce Duncan said. "Our Board is confident this transaction offerssuperior value for Starwood's stockholders, can close quickly, and providesvalue-creation potential that will enable both sets of stockholders to benefitfrom future financial performance."

The Anbang group, which also includes J.C. Flowers & Co.LLC and Primavera Capital Ltd., cited market considerations as its reason fordropping the proposed takeover bid.

Starwood noted that it has unanimous backing from its boardfor the company's pending tie-up with Marriott, which it said will form thebiggest hotel chain in the world.

Marriott's revised offer, as disclosed earlier this week,provides that it will pay $21.00 in cash and 0.80 share of its class A commonstock to Starwood shareholders for each share they own.

The transaction, excluding Starwood's timeshare business,values Starwood at roughly $13.3 billion, or $77.94 per share. It comprises$9.7 billion of Marriott's stock, based on the March 31 closing price of $71.18per share, and $3.6 billion of cash, based on about 170 million outstandingStarwood shares.

Following the deal, Starwood shareholders are expected toown about 34% of the merged entity's common stock after the deal's completion.

In addition, Starwood shareholders will separately receiveconsideration from the spinoff of the Starwood timeshare business andsubsequent merger with Interval Leisure Group. The consideration, in the formof Interval Leisure common stock, is currently valued at $6.13 per Starwoodshare, based on Interval Leisure's share price as of market close March 31.

The amended deal with Marriott and the Interval Leisuretransaction have a combined current value of $84.07 per Starwood common share.

The transaction, as scheduled, will be voted upon byStarwood stockholders at an April 8 meeting and the company's board recommendsthat stockholders vote in favor of the deal. Marriott said in a separate March31 statement that it will also hold a meeting April 8 and urged itsstockholders to vote in favor of the Starwood transaction.

Lazard and Citigroup are serving as financial advisers toStarwood, and Cravath Swaine & Moore LLP is serving as legal counsel.