The deal to sell Vistana to ILG was struck in October 2015, prior to Starwood’s deal with Marriott, and was expected to close on April 30. It was delayed briefly due to a tax withholding issue.
Under the agreement, a wholly owned subsidiary of ILG acquired and then merged with and into Vistana Signature Experiences. Starwood stockholders now retain a 55 percent stake in Vistana, which comprises 22 timeshare resorts with approximately 220,000 timeshare owners.
Starwood shareholders received approximately 72.4 million of ILG shares valued at $14.24 per share, based on the closing price of ILG shares on May 11, or approximately 0.4309 shares of ILG stock for every Starwood share owned. ILG also paid approximately $123 million in cash to Starwood, which is subject to post-closing adjustment. ILG also announced the appointment of four Starwood-designated directors to its board.
As part of the spinoff, Vistana enters into an 80-year global, exclusive license agreement with Starwood to use the Westin and Sheraton brands in vacation ownership. It also has a non-exclusive license for existing St. Regis and The Luxury Collection vacation ownership properties. Existing timeshare owners for the Vistana resorts can also continue to use the Starwood Preferred Guest program.
With the addition of Starwood’s Vistana business, Miami-based ILG now has a collection of more than 250 managed resorts, with more than 550,000 owners and 10,000 employees. It’s also the exclusive global licensee for the Hyatt brand in vacation ownership.
For Starwood, the completion of the Vistana spinoff was an important part of Starwood’s acquisition by Marriott: the sale of Vistana to ILG needed to close before the completion of the Marriott-Starwood deal, which is now expected to close by mid-year following regulatory anti-trust approvals and clearing other hurdles.
The pending deal to merge Marriott and Starwood famously encountered some snags in March when another bidder, a consortium led by China’s Anbang Insurance Group, attempted to outbid Marriott to buy Starwood. Most recently, two different property owners of Starwood hotels in Chicago and New York have also challenged the deal, arguing that the merger would violate exclusivity agreements.