New Starwood Takeover Bid: The Players Behind the $13 Billion Offer

What was assumed to be, more or less, a done deal with regard to Marriott’s acquisition of Starwood, isn’t quite the case anymore.

Today, Starwood Hotels & Resorts Worldwide announced it received an unsolicited acquisition bid of approximately $13 billion from a consortium led by Beijing-based insurance company, Anbang, that also includes private equity investor Chris Flowers and China-based investment firm, Primavera Capital Group.

The all-cash, non-binding, and highly conditional bid from the consortium will pay $76 a share, which is much higher than the offer from Marriott International. It also allows Starwood’s executive team to stay in place.

In November 2015, Marriott bid $12.2 billion, including $11.9 billion in Marriott stock, as part of a merger agreement accepted by Starwood. As it stands right now, Marriott’s merger transaction is valued at $72.08 per share, or approximately $11 billion, because Marriott’s shares have dropped since November.

Right now, Starwood has until Thursday, March 17, to consider competing offers. If Starwood decides to end its agreement with Marriott, it will have to pay a $400 million breakup fee. Marriott and Starwood’s stockholders are scheduled to meet on March 28 to vote on the merger, which would create the world’s largest hotel chain, if approved.

According to Starwood, its board of directors has not changed its mind about the Starwood merger with Marriott, but Starwood has already begun discussions with the consortium as of March 11. Marriott, for its part, has “reaffirmed” its commitment to merge with Starwood.

Both companies, when reached for comment, said they will not disclose any further details about the bid beyond today’s press releases.

While not all of the members of the Anbang-led consortium have been revealed, what they do share in common is that they are relatively new to the hotel business.

“J.C. Flowers is big and well known, and Primavera Capital Group has been involved in some very interesting transactions,” said David Loeb, managing director and senior real estate research analyst for Milwaukee-based Baird Equity Research. “I don’t think we’ve seen either of those two involved much in hotels. Neither had we seen Anbang, until the Waldorf-Astoria deal.”

Here’s what we know about the three who have been confirmed thus far.

Anbang Insurance Group

Historically, Anbang Insurance Group, does not have much experience managing hotels, but it looks like the Beijing-based company is looking to get more into the hotel business—by a lot.

The company purchased the iconic Waldorf-Astoria in New York from Hilton Worldwide for $1.95 billion—the highest price ever paid for a U.S. hotel—in October 2014. And over the weekend, Blackstone is close to finalizing a deal to sell its Strategic Hotels & Resorts portfolio of 16 U.S. luxury properties to Anbang for a total of $6.5 billion, just three months after Blackstone bought Strategic Hotels for $6 billion including debt. Properties in the portfolio include five Four Seasons properties, two Ritz-Carlton resorts, two Fairmont hotels, one Westin, one JW Marriott, and two InterContinental hotels, and represent a total of 7,921 rooms.

The insurance company was founded in 2004 by Chinese government-owned entities that include Shanghai Automotive Group Corp and Sinopec Group, a major oil company. Since then, the company has only grown. According to the company’s website, it has more than 3,000 branches in 31 different provinces throughout China, and more than 30,000 employees and a roster of 35 million clients. Anbang claims to have total assets of 1.65 trillion Chinese yuan, or approximately $253.76 billion in U.S. dollars.

Compared to other leading Chinese insurance companies, it’s estimated that Anbang isn’t one of the biggest players like Ping An, which has a market share of 14 percent, or state-owned China Life. Bloomberg estimates that Anbang has 3.6 percent market share, compared to other domestic Chinese insurance groups.

What Anbang Insurance Group does have, however, is deep ties to the Chinese government and its revolutionary leaders. Its chairman and CEO, Wu Xiaohui, is married to the granddaughter of Deng Xiaoping, who led China as its paramount leader following Mao Zedong’s death in 1976 and is credited with crafting the country’s current economy. Observers of the company believe Xiaohui’s political connections have helped him bring in large sums of capital from Anbang’s shareholders.

Earlier this year at the 2016 Americas Lodging Investment Summit, Philip Yee, managing director of Anbang Insurance Group, was quoted by Hotel News Now as saying the following about the company’s desire to acquire U.S. hotels:

“We’re looking at the U.S. for strategic purpose, not just as a safe haven,” Yee said. “And when you look at the valuations, it can be very high in some places while we believe New York and San Francisco are fairly reasonable, and we think it’ll be very durable in the long run. We’re in it for the long term—so for us that means primary markets in the best asset classes.”

Judging by this bid, and those earlier comments, it seems clear Anbang’s interest in the U.S. hotel market is a long-term one, and not just part of an effort to expand its business beyond China.

J.C. Flowers & Co.

This New York-based private equity investment firm that specializes in buyouts was founded in 1998 by J. Christopher Flowers, a former Goldman Sachs partner. Since it was formed, the firm has invested more than $14 billion in 32 portfolio companies around the world and, to date, most of those investments investments have involved financial services companies, not hotel companies.

When asked for more information about J.C. Flowers’ involvement in the takeover bid, a spokeswoman for J.C. Flowers & Co. declined to comment.

Back in October 2014, Anbang bought Belgian insurer Fidea from J.C. Flowers & Co. for an undisclosed amount of money.

Primavera Capital Group

Like J.C. Flowers & Co., Primavera Capital Group, which has offices in Beijing and Hong Kong, has a leadership team helmed by a former Goldman Sachs partner. Founder, chairman, and CEO Fred Hu was former chairman of Goldman Sachs in China, and Primavera’s president, Haitao Zhai, was a former managing director at Goldman Sachs.

Like J.C Flowers & Co., Primavera Capital Group is a private equity investment firm that has not conducted many investments related to hotels previously. Primavera Capital Group has, however, invested in Alibaba, China’s biggest e-commerce company.