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Old Nov 16, 2015, 4:19 am
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November 16, 2015
BETHESDA, Md. and STAMFORD, Conn., Nov. 16, 2015 /PRNewswire/ -- Marriott International, Inc. (NASDAQ: MAR) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) announced today that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will create the world's largest hotel company. The transaction combines Starwood's leading lifestyle brands and international footprint with Marriott's strong presence in the luxury and select-service tiers, as well as the convention and resort segment, creating a more comprehensive portfolio. The merged company will offer broader choice for guests, greater opportunities for associates and should unlock additional value for Marriott and Starwood shareholders. Combined, the companies operate or franchise more than 5,500 hotels with 1.1 million rooms worldwide. The combined company's pro forma fee revenue for the 12 months ended September 30, 2015 totals over $2.7 billion.
Marriott Shareholder News Release :
http://investor.shareholder.com/mar/...leaseID=942791

Starwood Investor News Release :
https://s1.q4cdn.com/483583335/files...wood-FINAL.pdf

Marriott CEO Linkedin Post:
https://www.linkedin.com/pulse/marri...-arne-sorenson

November 16, 2015
Originally Posted by Official Starwood Announcement on the SPG website
We’re excited to share the news that Starwood Hotels & Resorts will join together with Marriott International to create the world’s largest hotel company. For our Starwood Preferred Guest® (SPG®) members, this will mean even more choices in even more places, giving you access to 1.1 million rooms across 5,500 hotels and resorts in more than 100 countries.

We will work to bring you the very best of SPG and Marriott Rewards®, two of the most rewarding loyalty programs in our industry. Our members are at the core of everything we do, and that will not change.

This is the beginning of a long journey as we combine our two companies. For now, we remain separate, and there is no change to your SPG program status, your Starpoints® or your existing reservations. You will continue to earn Starpoints and elite stay/night credit for your stays, as well as bonus Starpoints for any promotions in which you are participating. There is no change to how you manage your SPG account or book reservations.

Over the coming months, as we have more to share, we’ll be sure to reach out to you by email, at spg.com and via twitter (@spg). In the meantime, we remain at your service wherever you need us — whether in our hotels, at spg.com, on the SPG mobile app or via our Customer Contact Centers.

Thank you for sharing your travels with us.

Chris Holdren
Senior Vice President, Starwood Preferred Guest
November 16, 2015
Originally Posted by Official Starwood Announcement to FT members
Dear members,

Starwood Hotels & Resorts and Marriott International to Merge, Creating the World’s Largest Hotel Company, Best Loyalty Program

Today we’re excited to share the news that Starwood Hotels & Resorts will join together with Marriott International to create the world’s largest hotel company. For our SPG members, this will mean even more choices in even more places, giving you access to 1.1 million rooms across 5,500 hotels in more than 100 countries.

As we look to bring together the very best of Starwood Preferred Guest and Marriott Rewards, we are confident that together we will create the most rewarding loyalty program in our industry. Our members are at the core of everything we do, and that will not change.

Today is the first day of a long journey as we combine our two companies. For now, we remain separate, and there is no change to your Starwood Preferred Guest (SPG) program status, your Starpoints or your existing reservations. You will continue to earn Starpoints and elite stay/night credit for your stays, and bonus Starpoints for any promotions in which are you are participating. There is no change to how you manage your SPG account or book reservations.

Over the coming months, as we have more to share, you’ll continue to be among the first to hear by e-mail, at spg.com and via twitter (@spg). In the meantime, we remain at your service wherever you need us—whether in our hotels, at spg.com, the SPG mobile app, or via our Customer Contact Centers.

[email protected]

Thyetus Lee | Social Media Specialist
Starwood Customer Contact Centre (AP) Pte Ltd
March 01, 2016
The U.S. Department of Justice and the U.S. Federal Trade Commission will not challenge the proposed merger between Marriott International and Starwood Hotels & Resorts. The waiting period for Marriott's filing with the FTC under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the merger's first regulatory hurdle, expired on Monday, meaning the deal is cleared to proceed. The Competition Bureau of Canada also will not challenge the transaction. According to Marriott, the companies are cooperating with competition authorities in other parts of the world to obtain approval of the deal. Marriott and Starwood will hold separate stockholder meetings on March 28 to vote on the merger.
http://investor.shareholder.com/MAR/...leaseID=958056
March 14, 2016
Announcement that a consortium including the Chinese company Anbang has made an unsolicited rival bid.
http://www.cnbc.com/2016/03/14/starw...6-a-share.html

March 18, 2016
Starwood determines that the Anbang bid is 'superior' and notifies Marriott of the intention to terminate the merger agreement.
Marriott have until March 28 to make a counter-bid that is as good as or better than Anbang.
Starwood is postponing its stockholder vote, which was scheduled for Monday, March 28th, to a new date to be determined after consultation with Marriott. Starwood’s Board has not changed its recommendation in support of Starwood’s merger with Marriott.
http://www.cnbc.com/2016/03/18/starw...e-in-cash.html

March 21, 2016
Starwood and Marriott sign a revised merger agreement after Marriott submit an increased bid which values Starwood stock at $85.36. This is now the 'superior' proposal.
Under the revised merger agreement Starwood is not allowed to engage in discussions with Anbang. However, Anbang may make another unsolicited offer, up until the time of the Starwood shareholder vote, which is April 8, 2016.

March 28, 2016
Starwood Hotels & Resorts Worldwide Inc. said it received a higher takeover offer from a group led by Anbang Insurance Group Co., putting the Chinese company back into battle with Marriott International Inc. for control of the hotel operator.
Starwood said it’s in negotiations with the Anbang group after receiving a nonbinding offer of $82.75 a share in cash, or about $14 billion, according to a statement Monday. That compares with Marriott’s stock-and-cash offer valued at $75.91 a share, or about $12.8 billion, based on March 24th’s closing price. Marriott, in its own statement Monday, reaffirmed its commitment to buy Starwood, saying its proposal offers stockholders greater long-term value.
Shares of Starwood rose 2.4 percent to $84.06 at 10:29 a.m. New York time. Marriott climbed 4 percent to $71.35.
The new offer from Anbang, which is working with J.C. Flowers & Co. and Primavera Capital, shows the insurer won’t easily back down as it seeks to build its hotel holdings. The Beijing-based company last year purchased Manhattan’s landmark Waldorf Astoria for $1.95 billion, and is in a deal to acquire luxury-property owner Strategic Hotels & Resorts Inc. for about $6.5 billion. Gaining Starwood would add brands such as Sheraton, W and St. Regis, as well as about $4 billion worth of real estate.
Starwood said it received a non-binding bid of $81 a share on March 26 from the Anbang group, which increased its offer after subsequent discussions. Starwood is negotiating terms of a binding proposal and said it will “carefully consider the outcome of its discussions with the consortium” in order to determine the best course of action for shareholders.
http://www.bloomberg.com/news/articl...er-from-anbang

March 31, 2016

China’s Anbang Drops Bid for Starwood Hotels
Operator of Sheraton, other hotels seen returning to Marriott’s previous takeover offer

http://www.wsj.com/articles/chinas-a...way-1459455942
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Starwood: "Marriott and Starwood stockholders approve merger"

 
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Old Feb 4, 2016, 3:34 pm
  #1771  
 
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Originally Posted by bosman
While I agree with your approach overall, I do think Marriott could make a case for "adding millions of dollars of additional liability" as a retention/marketing expense. If they felt that SPG loyalists would defect based on a perceived inequitable conversion rate, they could justify some million $s as retention (versus spending $s after the fact to get folks back). Given that, I have no clue as to the math (eg how many SPG points are in circulation x half a cent per point per your example above) to know whether this would be seen as "impossible" or "justifiable" from a stockholder/financial standpoint.
I think this is extremely unlikely. I just don't see a corporation purchasing liability at a fixed cost only to grossly inflate its value as a retention expense for Starwood loyalists. Instead, I think it's more likely Marriott will play with how the liability can be removed. When Starpoints are converted to Marriott Rewards at a 1:2 ratio, if redemption amounts for current Starwood properties are then only doubled (or less), Marriott might be able to sell that as a net wash. Regardless, this conversion ratio situation sort of paints Marriott into a corner; it will be very interesting how they handle it.
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Old Feb 4, 2016, 7:04 pm
  #1772  
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Originally Posted by CPRich
Just because they don't use it, it doesn't mean they don't keep the rights to it. I can't go build some cars and start selling them with Pontiac and Mercury badges

So no.
Failure to use a trademark makes it lapse.
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Old Feb 4, 2016, 11:59 pm
  #1773  
 
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Originally Posted by el_tigre
I think this is extremely unlikely. I just don't see a corporation purchasing liability at a fixed cost only to grossly inflate its value as a retention expense for Starwood loyalists. Instead, I think it's more likely Marriott will play with how the liability can be removed. When Starpoints are converted to Marriott Rewards at a 1:2 ratio, if redemption amounts for current Starwood properties are then only doubled (or less), Marriott might be able to sell that as a net wash. Regardless, this conversion ratio situation sort of paints Marriott into a corner; it will be very interesting how they handle it.
Marriott would lose a lot of its SPG customer loyalty at a 1:2 ratio. Not to say it won't happen, but if they are serious about maintaining value of the SPG program, that would be a poor decision.

However, it also seems unlikely that some of the nice SPG Cat 5 & 6 properties would be redeemable for "merely" double the cost in MR points. Some of those properties are more akin to Ritz Carlton-type redemption levels. If MR sets SPG property redemption at more than double the cost in MR points, they could potentially make an argument for having a higher conversion ratio without higher liability.

In addition, we don't know exactly how they calculate the magic formula for liability from points, since we don't know all of the values used. It's highly unlikely that Starwood and Marriott have historically calculated these liabilities the same way. Adopting one or the other method might further increase or decrease the total liability. Or perhaps they could argue for using a hybrid method and recalculate the liability based on that, as I'm sure, for example, expected redemption rates between customer bases are not exactly the same.
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Old Feb 5, 2016, 1:06 am
  #1774  
 
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Originally Posted by r415
Marriott would lose a lot of its SPG customer loyalty at a 1:2 ratio. Not to say it won't happen, but if they are serious about maintaining value of the SPG program, that would be a poor decision.
I second this comment, but:

Do these people really care about loyal customers ?
Have you seen how Elite customers at top airlines have seen their benefits reduced year after year ?

The trend in the Hotel industry is the same as the one in the airline industry 5 years ago
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Old Feb 5, 2016, 4:29 am
  #1775  
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Originally Posted by geilux
Do these people really care about loyal customers ?
Have you seen how Elite customers at top airlines have seen their benefits reduced year after year ?

The trend in the Hotel industry is the same as the one in the airline industry 5 years ago
Hotels and airlines companies do care about loyal customers.

But they tend to make sure that their programs - which cost some money - create real loyalty (i.e. Anytime a decision should be taken, it is made for the brand rather than a competing one).

Market (tickets and nights are booked through up to 70% with non airline/non hotel/owned internet sites, business travels are managed more and more at corporate level with less and less choice made by individual customers) and customers are changing (Gen Y looks for other form of rewards).
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Old Feb 5, 2016, 5:44 am
  #1776  
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Originally Posted by geilux
I second this comment, but:

Do these people really care about loyal customers ?
Have you seen how Elite customers at top airlines have seen their benefits reduced year after year ?

The trend in the Hotel industry is the same as the one in the airline industry 5 years ago
Disagree - if anything, it's gone the opposite direction w/SPG, with the added benefits of the 50/75/100 night tiers, allowing multiple rooms booked to count for status, etc.
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Old Feb 5, 2016, 6:01 am
  #1777  
 
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Originally Posted by el_tigre
Instead, I think it's more likely Marriott will play with how the liability can be removed. When Starpoints are converted to Marriott Rewards at a 1:2 ratio, if redemption amounts for current Starwood properties are then only doubled (or less), Marriott might be able to sell that as a net wash. Regardless, this conversion ratio situation sort of paints Marriott into a corner; it will be very interesting how they handle it.
Originally Posted by r415
However, it also seems unlikely that some of the nice SPG Cat 5 & 6 properties would be redeemable for "merely" double the cost in MR points. Some of those properties are more akin to Ritz Carlton-type redemption levels. If MR sets SPG property redemption at more than double the cost in MR points, they could potentially make an argument for having a higher conversion ratio without higher liability.
The potential for a 2:1 conversion ratio is an interesting one. Based on many posts here a lot of SPG members would cry foul. However, if that ratio were accompanied by a corresponding change in the points redemption costs of SPG properties of 2:1 it would be a net wash (and become a potentially great deal for legacy MR members). I would love to see my favorite 20,000 and 30,000 SPG point properties become 40,000 and 60,000 MR point properties. I've got far more MR points than SPG points and those MR points would go farther with a straight 2:1 adjustment of all things SPG. Where it would hurt (and be less than fair IMO) would be with legacy SPG points being used at legacy MR properties.
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Old Feb 5, 2016, 6:12 am
  #1778  
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Maybe Marriott converts SPG members at a 2:1 ratio and then jacks the number of MR points needed to redeem top SPG properties at a 3:1.
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Old Feb 5, 2016, 10:30 am
  #1779  
 
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Originally Posted by SanDiego1K
Comments of particular interest:

HM: When the acquisition was announced, SPG members cried foul. Allay their fears.

TM: We heard them loud and clear. The blogosphere lit up with concerns. What has made Starwood so valuable is its brands and loyalty program. We are confident that Marriott would approach it with a due-no-harm approach. We do not want to alienate our most valuable members, who drive about 50 percent of occupancy...Marriott needs to learn about the special sauce.
Pretty much the same smoke that Delta and Slippery Jeff blew up everyone's backside during the takeover of NW.

Should we fear the arrival of StarPesos?

Last edited by Sabai; Feb 5, 2016 at 10:36 am
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Old Feb 5, 2016, 2:14 pm
  #1780  
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Originally Posted by r415
In addition, we don't know exactly how they calculate the magic formula for liability from points, since we don't know all of the values used. It's highly unlikely that Starwood and Marriott have historically calculated these liabilities the same way. Adopting one or the other method might further increase or decrease the total liability. Or perhaps they could argue for using a hybrid method and recalculate the liability based on that, as I'm sure, for example, expected redemption rates between customer bases are not exactly the same.
The liability is the number of points outstanding times a factor (the value of the points, including breakage). (The value is unknown, and probably reflects the cost to the company of paying the hotels for the stays rather than the nominal price avoided by the customer.)

It gets weird only when the breakage factors are very different, and we can't know that. If the multiplier for SPG hotel redemption prices is the same as that for held points, that would be fair; making it too low means that people with current Marriott points get a benefit, so that will likely keep the factor in a reasonable range.
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Old Feb 5, 2016, 2:25 pm
  #1781  
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Originally Posted by TMM1982
Maybe Marriott converts SPG members at a 2:1 ratio and then jacks the number of MR points needed to redeem top SPG properties at a 3:1.
That will drive away customers rather effectively.
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Old Feb 5, 2016, 3:13 pm
  #1782  
 
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Originally Posted by sethb
The liability is the number of points outstanding times a factor (the value of the points, including breakage). (The value is unknown, and probably reflects the cost to the company of paying the hotels for the stays rather than the nominal price avoided by the customer.)

It gets weird only when the breakage factors are very different, and we can't know that. If the multiplier for SPG hotel redemption prices is the same as that for held points, that would be fair; making it too low means that people with current Marriott points get a benefit, so that will likely keep the factor in a reasonable range.
I just can't see Starwood members getting a fair shake here. When I look for awards now, I check both Starwood and Marriott. Equivalent properties are often 5 times the cost in points with Marriott or sometimes closer to 10. If you factor in the 5th night free award that Starwood offers, it gets worse.

I will be surprised if Marriott gives us 5x on Starpoints in the merge.
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Old Feb 5, 2016, 3:16 pm
  #1783  
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Is there any chance they won't merge the programs? They didn't merge Ritz. Maybe Starwood will remain a separate chain of brands for "millennials" with its own program.
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Old Feb 5, 2016, 3:18 pm
  #1784  
 
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Originally Posted by helvetic
Is there any chance they won't merge the programs? They didn't merge Ritz. Maybe Starwood will remain a separate chain of brands for "millennials" with its own program.
Marriott CEO said they would on CNBC or some program I saw once. I guess anything could happen though.
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Old Feb 5, 2016, 3:30 pm
  #1785  
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Originally Posted by sethb
That will drive away customers rather effectively.
Maybe, maybe not. This goes back to the conversation about where will people go.

What if Marriott converts points at 2:1, jacks SPG properties to 3x points needed, but honors SPG status with Marriott (Plat to Plat, Gold to Gold). Then what? Nobody is going to leave that.
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