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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 28, 2016, 10:07 am
  #3001  
 
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Originally Posted by MVF Trekker
Hungry for US assets, China's Anbang bids $15B for Starwood

Industry analysts say this may be a fight Marriott can't win, or shouldn't, because Anbang is being driven by the desire to get its money out of China and into U.S. assets.

The newest offer is from Anbang is for $88.66 per Starwood share, or $15.03 billion. That tops the latest bid of $14.41 billion that Marriott International Inc. offered last week.

Anbang's offer includes $82.75 per share in cash, which is an increase of $4.75 per share from its previous bid. The bid also includes $5.91 in stock for a spinoff of a vacation business.

Whoever gains control of Starwood will likely be entering Cuba, as well.


Do I hear 16B? Going once, twice....
The offer seems similar to me in total value. That's because if Starwood chooses Anbang, it must pay the breakup fee of $450 million. I suppose shareholders get the full value and then this amount is taken from the books so it remains $500 million better. But the amounts ultimately to the company seem similar.
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Old Mar 28, 2016, 10:24 am
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So happy about the re-appearance of Anbang. I hope this marks the end of the bidding war.
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Old Mar 28, 2016, 10:36 am
  #3003  
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Originally Posted by Seat 1F
So happy about the re-appearance of Anbang. I hope this marks the end of the bidding war.
Keep in mind that the new Anbang bid is not currently binding. Hopefully, those negotiations come to an end shortly, and the bid gets finalised. And then it's back over to MAR...
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Old Mar 28, 2016, 11:06 am
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I wonder what it would mean for current Starwood management that has been vocal about wanting to go with Marriott if Anbang wins. Will they replace them all?
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Old Mar 28, 2016, 11:10 am
  #3005  
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Originally Posted by Football Fan
I wonder what it would mean for current Starwood management that has been vocal about wanting to go with Marriott if Anbang wins. Will they replace them all?
Remember that executive management likely has a very good reason ($$$$'s) to support a Marriott offer. We don't know if Anbang has made an out of band offer to them too. Probably not.
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Old Mar 28, 2016, 11:15 am
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Originally Posted by dewdreamdawn
According to Starwood v. Parker case, hotels have to purchase Starpoints from Preferred Guest, Inc. ("PGI sells Starpoints to SPG participating hotels and partners,") So my understanding is that the Starpoints that hotels give to the customers are not free, and in fact they have to purchase it from PGI which I assume a part of Starwood.

So the costs are indeed paid by the hotels at least partly. Of course hotels do get reimbursement when SPG members stay with points, but they get pretty low amount of money, unless the Occupancy Rate is >95% when the reimbursement is at the ADR.
Not sure about this...I think the hotel has to buy SPG points for hotel specific offers (eg. SPG pts for a wedding). I doubt hotels are required to buy points for SPG program wide point earnings (eg. plats at 3x pts per $ spent or bonus points).
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Old Mar 28, 2016, 11:18 am
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Does anyone know if Anbang and MAR's offer address HOT management's future role?
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Old Mar 28, 2016, 11:18 am
  #3008  
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Originally Posted by Troopers
Not sure about this...I think the hotel has to buy SPG points for hotel specific offers (eg. SPG pts for a wedding). I doubt hotels are required to buy points for SPG program wide point earnings (eg. plats at 3x pts per $ spent or bonus points).
They have to pay for promotions as well, which is why so many hotels opt out.
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Old Mar 28, 2016, 11:18 am
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Originally Posted by Troopers
Not sure about this...I think the hotel has to buy SPG points for hotel specific offers (eg. SPG pts for a wedding). I doubt hotels are required to buy points for SPG program wide point earnings (eg. plats at 3x pts per $ spent or bonus points).
They reimburse HOT for program costs, typically as a percentage of revenue (if memory serves; actual mechanism for reimbursement may be off but reimbursement definitely occurs). HOT carries earned points as a liability and relieves this liability when points are redeemed. When redemptions are for stays, HOT pays the hotel directly.
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Old Mar 28, 2016, 11:19 am
  #3010  
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Originally Posted by TravelinSperry
The offer seems similar to me in total value. That's because if Starwood chooses Anbang, it must pay the breakup fee of $450 million.
We haven't seen the offer, so we really don't know. The last offer included a provision for Anbang to cover 50% of the breakup fee, and I believe that was over and above the offer amount.
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Old Mar 28, 2016, 11:23 am
  #3011  
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Originally Posted by Troopers
Not sure about this...I think the hotel has to buy SPG points for hotel specific offers (eg. SPG pts for a wedding). I doubt hotels are required to buy points for SPG program wide point earnings (eg. plats at 3x pts per $ spent or bonus points).
If you're not sure, try to access the franchise agreements and presentation material. The hotels pay the loyalty program owner for the majority of the points not paid for by credit card and other non-hotel program partners. This is pretty much a standard approach for hotel loyalty programs and their hotel partner participants.

I have to check out SPG's financials, but I would be surprised if SPG's value is a major driver for Anbang pursuing this, which has turned out to be a bidding war of sorts.
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Old Mar 28, 2016, 11:56 am
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Originally Posted by Football Fan
I wonder what it would mean for current Starwood management that has been vocal about wanting to go with Marriott if Anbang wins. Will they replace them all?
You don't need to worry about them. Usually, the acquired company's top executives either join the new company or they are offered a very lucrative golden parachute. That's why they are fine with the acquisition. Shareholders' best interest isn't exactly a priority for them.
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Old Mar 28, 2016, 12:08 pm
  #3013  
 
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Just go away Marriott. Take the breakup fee and run.
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Old Mar 28, 2016, 12:54 pm
  #3014  
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Originally Posted by stimpy
Remember that executive management likely has a very good reason ($$$$'s) to support a Marriott offer. We don't know if Anbang has made an out of band offer to them too. Probably not.
I'll take the other side - they have a very good reason to support Anbang...ability to keep their jobs.

Golden parachute is just a nice going-away present if Marriott wins out.
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Old Mar 28, 2016, 3:12 pm
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In a press release issued today, Marriott says it is sticking with its original offer. I am taking this to mean that Marriott is not going to up Anbang's new offer.

http://www.prnewswire.com/news-relea...300241892.html
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