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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 Mar 24, 2016, 12:17 pm
  #2866  
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Originally Posted by stimpy
For some of us it's less about the points and more about the in-hotel benefits. For that, Amex CTS/FHR covers MO and other brands with upgrades at time of booking and $300 per stay F&B & Spa credits. So it is effectively a very nice loyalty program. And we do get a few Amex MR points for our spend.

But back to Starwood, do we think Anbang will make their bid this weekend or wait til after Easter? Maybe Tuesday?
In addition to FHR, there's Virtuoso, FSPP, and a bunch of additional similar upper tier travel-agent based programs that are brand specific. Moreover, even though MO doesn't have a loyalty program, some similar upper tier chains do: Shangri La (Golden Circle), Peninsula, Raffles, Imperial Hotels (Tokyo and elsewhere), etc.
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Old Mar 24, 2016, 12:24 pm
  #2867  
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Originally Posted by Troopers
SPG plat customers would likely have run away anyways...HOT was sinking before Marriott entered the picture. Rewind back to April 2015 when HOT put itself up for sale, HOT was underperforming compared to its peers, growth stalled, expenses needed to be trimmed, shareholder value tanked, etc. Something had to be done which would have ultimately impacted it's customers.
You're assuming that the way to fix HOT is to trim elite benefits but for all we know increasing SPG elite benefits further would result in more elites being willing to pay more to stay at Starwoods and increased profits. To some extent, loyalty programs should be viewed as an investment--which might or might not generate an attractive ROI.
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Old Mar 24, 2016, 12:36 pm
  #2868  
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Originally Posted by Troopers
Rewind back to April 2015 when HOT put itself up for sale, HOT was underperforming compared to its peers, growth stalled, expenses needed to be trimmed, shareholder value tanked, etc.
So if neither Marriott nor AnBang works out, what's next for HOT given the above? Other than the (current) run up in stock price due to the bids (which might go down again if neither works out), what's changed? Genuine question, not meant to be snarky.

Cheers.
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Old Mar 24, 2016, 12:39 pm
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Originally Posted by MSPeconomist
You're assuming that the way to fix HOT is to trim elite benefits but for all we know increasing SPG elite benefits further would result in more elites being willing to pay more to stay at Starwoods and increased profits. To some extent, loyalty programs should be viewed as an investment--which might or might not generate an attractive ROI.
Pardon me but where did I state that "the way to fix HOT is to trim elite benefits"? Trimming benefits is certainly one way that would impact customers. Or raise franchisee royalty rates to generate more revenue?
Or increase HOT management fee? Or increase point redemption? These all impact the customers.

Do you have any suggestions how HOT could have turned it around? And without it negatively impacting it's customers? Clearly, the former CEO couldn't...and HOT resorted to it's last option (IMO) which was to sell itself.

Should SPG suffer due to the MAR merger, it's too convenient to blame MR. SPG was going to suffer with or without MAR...it was inevitable.
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Old Mar 24, 2016, 12:40 pm
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An interesting article about how valuable the SPG program is to Marriott:

http://qz.com/645364/your-starwood-p...ey-are-to-you/

Interesting quote from Marriott CEO Sorenson:

"Sorenson has said repeatedly that SPG is a main reason why Marriott is pursuing Starwood. Marriott’s own rewards program is much bigger than Starwood’s, with 55 million members to SPG’s 23 million, and often ranked higher in third-party analyses. But Starwood’s SPG members skew younger and high-end. “SPG is a powerful program, there’s no doubt about it,” Sorenson told investors on Monday. “It’s got a strong group of elite loyalists.”
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Old Mar 24, 2016, 12:41 pm
  #2871  
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Originally Posted by Troopers
SPG plat customers would likely have run away anyways...HOT was sinking before Marriott entered the picture.
This makes zero sense, and I'm guessing most SPG Plats would strongly disagree with you.

IMO with the add'l benefits of recent years for higher Plat levels, plus new hotel brands / options, plus partnerships like Uber/DL, *W has just gotten better and better.
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Old Mar 24, 2016, 12:49 pm
  #2872  
 
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Originally Posted by SkiAdcock
So if neither Marriott nor AnBang works out, what's next for HOT given the above? Other than the (current) run up in stock price due to the bids (which might go down again if neither works out), what's changed? Genuine question, not meant to be snarky.

Cheers.
Good question...HOT will have to do something...status quo is not sustainable. There's no silver bullet.

If performance is down due to the different currencies/ strong US dollar as suggested by another poster, perhaps HOT needs to reduce it's non-Americas properties (prob easier to terminate a franchisee than sign one up).
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Old Mar 24, 2016, 12:51 pm
  #2873  
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Originally Posted by UA-NYC
This makes zero sense, and I'm guessing most SPG Plats would strongly disagree with you.
Count me among those.

Originally Posted by SkiAdcock
So if neither Marriott nor AnBang works out
I don't see that happening. The vast majority of HOT's stockholders will vote for one or the other out of enlightened self-interest.
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Old Mar 24, 2016, 12:57 pm
  #2874  
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Originally Posted by mahasamatman


I don't see that happening. The vast majority of HOT's stockholders will vote for one or the other out of enlightened self-interest.
I asked up thread these questions but didn't get an answer.

"Anyway, back to the financial thing & my questions are for those who have a better understanding of this (questions not in any particular order):

* Let's say Marriott stock continues to fall (and I do agree the recent fall is not all related to SPG; Brussels is having an effect), then is it a straight the shareholders need to vote it down?

* Let's say they do & AnBang doesn't come back w/ another offer (whether because they can't ante up the extra $$ - not likely - or because the Chinese regulators say no dice), is that basically SPG off the market again?

* AnBang didn't actually rescind its first offer, did it? Can it be forced to complete the original bid, or did that get jettisoned once SPG accepted the revised Marriott bid? (That's assuming the first bid was allowed by the Chinese regulators; something unknown).

* If SPG says no to the Marriott bid, then Marriott gets $468 million & walks away to continue on, or acquire some more regional chains, or even look at the same or another national chain to acquire.

* We're assuming AnBang can come up w/ additional funds for the deal, but if they can't does the Chinese regulator potentially saying no allow them to save face? (FWIW - I think they could come up w/ the additional $$).

* SPG has been on the market a few times, so some seem to think it's weak/could be synergy, etc. Unless something changes on the SPG end, is it unreasonable to think they'll be up for sale again at some point in the not too distant future?

Any info/analysis appreciated."

Cheers.
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Old Mar 24, 2016, 12:58 pm
  #2875  
 
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Originally Posted by UA-NYC
This makes zero sense, and I'm guessing most SPG Plats would strongly disagree with you.

IMO with the add'l benefits of recent years for higher Plat levels, plus new hotel brands / options, plus partnerships like Uber/DL, *W has just gotten better and better.
Ah...why do you think HOT put itself for sale? HOT was trending downward...HOT's business model, which includes SPG, was not sustainable. Even with all the SPG plat loyalists, it wasn't enough.

PS. I was a SPG plat for life and ran away, and I'm not the only one.
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Old Mar 24, 2016, 1:16 pm
  #2876  
 
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Originally Posted by Troopers
Ah...why do you think HOT put itself for sale? HOT was trending downward...HOT's business model, which includes SPG, was not sustainable. Even with all the SPG plat loyalists, it wasn't enough.
Starwood was put on sale, not because they were losing money, but because their growth was not as fast as Hilton or Marriott because of their weak midrange portfolio, and activist funds demanded Starwood for merger or sale for better stock value.

This doesn't necessarily mean Starwood is not sustainable. Starwood is indeed a very profitable and sustainable company. Their EBITDA was >$1B for recent five years consecutive. RevPAR in 2015 increased as much as Marriott (excluding foreign exchange rates.) Being considered for a sale doesn't mean the company is failing.
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Old Mar 24, 2016, 1:22 pm
  #2877  
 
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Originally Posted by dewdreamdawn
Starwood was put on sale, not because they were losing money, but because their growth was not as fast as Hilton or Marriott because of their weak midrange portfolio, and activist funds demanded Starwood for merger or sale for better stock value.

This doesn't necessarily mean Starwood is not sustainable. Starwood is indeed a very profitable and sustainable company. Their EBITDA was >$1B for recent five years consecutive. RevPAR in 2015 increased as much as Marriott (excluding foreign exchange rates.) Being considered for a sale doesn't mean the company is failing.
That sums up my take on this whole thing quite nicely. This was all about stock value and padding fund managers' pockets. and imo, the brand and its customer base are going to suffer for it.
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Old Mar 24, 2016, 1:37 pm
  #2878  
 
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Originally Posted by dewdreamdawn
Starwood was put on sale, not because they were losing money, but because their growth was not as fast as Hilton or Marriott because of their weak midrange portfolio, and activist funds demanded Starwood for merger or sale for better stock value.

This doesn't necessarily mean Starwood is not sustainable. Starwood is indeed a very profitable and sustainable company. Their EBITDA was >$1B for recent five years consecutive. RevPAR in 2015 increased as much as Marriott (excluding foreign exchange rates.) Being considered for a sale doesn't mean the company is failing.
Equals wall street fail.
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Old Mar 24, 2016, 1:55 pm
  #2879  
 
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Originally Posted by Troopers
Equals wall street fail.
I'm not sure it's fair to call it a Wall Street fail. Either a merger or an acquisition would do what the investors want, which is increase the value of the company and its shares.

The thing some people aren't grasping is that HOT's investors and SPG members/elites are two completely separate entities with different goals and desires. Just because something is harmful or beneficial to one group doesn't necessarily mean it's going to be the same to the other group. A buyout or merger helps the interests of the investors, but not necessarily us members/elites.
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Old Mar 24, 2016, 2:07 pm
  #2880  
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MAR offer now $615 million below announced value

At today's closing price of MAR ($68.64), the MAR offer is now approximately $615 million lower than the value when the revised merger agreement was announced.
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