Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) board of directors has set a record date of March 28, 2016, for the proposed spin-off of its vacation ownership business, Vistana Signature Experiences, Inc.
Under the terms of the spin-off, Starwood will distribute all of its shares of Vistana to its stockholders of record as of the record date by means of a stock distribution. Immediately following the spin-off, Vistana will merge with a wholly owned subsidiary of Interval Leisure Group, Inc., as a result of which the shares of Vistana common stock previously distributed will automatically be cancelled and converted into the right to receive shares of ILG common stock.
The distribution ratio is expected to be one share of Vistana common stock for each share of Starwood common stock. No fractional shares of ILG common stock will be issued in the merger and Starwood stockholders will receive cash in lieu of any fractional shares.
The spin-off and merger are expected to close on or around April 30, 2016, subject to the satisfaction of certain remaining conditions including, among other things, the approval by ILG stockholders at a special meeting (scheduled for April 20, 2016) of ILG´s issuance of stock in connection with the merger of Vistana with a wholly owned subsidiary of ILG.
Upon completion of the merger, Starwood stockholders will collectively own approximately 55 percent of the shares of the combined company on a fully-diluted basis, with existing shareholders of ILG collectively owning approximately 45 percent of the combined company on a fully-diluted basis. The exact exchange ratio will be determined at the time of the distribution.
Starwood has been advised by the New York Stock Exchange that beginning well prior to the closing of the merger and continuing through the business day immediately preceding the closing date of the merger (or continuing through the closing date if the merger closes after the close of trading in Starwood common stock and ILG common stock on the NYSE and Nasdaq, respectively, on the closing date), there will be two markets in Starwood common stock on the New York Stock Exchange: a “regular way” market and an “ex-distribution” market. During this period of two-way trading in Starwood common stock, a Starwood stockholder can also sell the right to his ILG common stock that he will receive in connection with the closing of the merger.
Starwood owns nearly 1,300 properties in some 100 countries, employing approximately 188,000 people. It is a fully integrated owner, operator and franchisor of hotels, resorts and residences.