Although ILG shareholders approved ILG’s $1.5 billion acquisition of Vistana on April 20, both companies, on April 29, announced a delay in the planned closing, which was expected to take place on April 30. The reason for the delay relates to avoiding unnecessary tax witholding under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). Essentially, both companies need more time to identify which shareholders are properly subject to this withholding.
The sale of Vistana Signature Experiences to ILG was announced in October 2015, prior to the November 2015 agreement that Starwood made with Marriott International in November 2015.
Under terms of the agreement, Vistana will merge with a wholly owned subsidiary of ILG following its spin off from Starwood. With the delay, the deal, which has already cleared all necessary anti-trust approvals, is now expected to close in May. When the deal closes, Starwood stockholders will retain a 55 percent stake in Vistana.
The delay in the sale, as it stands now, should not have an impact on Marriott’s acquisition of Starwood Hotels & Resorts if it clears by May, or before the Maririott-Starwood deal closes. While the Marriott-Starwood deal was approved by both companies’ shareholders and has cleared anti-trust approvals in the U.S. and Canada, it still needs to be approved in the European Union, China, Mexico, and Saudi Arabia. The Marriott deal is expected to close by mid-year.
Vistana comprises 22 timeshare resorts with approximately 220,000 timeshare owners. Under the terms of the deal, ILG will have the rights to use the Westin and Sheraton brands in vacation ownership, and existing timeshare owners for the resorts can continue to use the Starwood Preferred Guest program.