investor-relations

VACATION OWNERSHIP BUSINESS

CREATION OF LEADING, INTEGRATED SHARED OWNERSHIP COMPANY

  • Combined company’s scale, financial strength, and complementary product portfolio will position it as a leader in a rapidly consolidating industry
  • Expansive portfolio of approximately 200 managed resorts encompassing over 500,000 owners in addition to two million consumer family memberships
  • Enhanced financial profile, with substantial free cash flow to fund future growth
  • Diversified mix of revenue streams across connected businesses – membership and exchange, management and rental
  • Uniquely positioned as exclusive global licensee of top high-quality vacation ownership brands
  • Opportunities for substantial, achievable cost savings and revenue synergies
  • Starwood Vacation Ownership executive team will continue to lead Vistana Signature Experiences

TRANSACTION OVERVIEW

On May 12, 2016, Interval Leisure Group (Nasdaq: IILG), a leading global provider of professionally delivered vacation experiences, announced completion of the acquisition of Vistana Signature Experiences, a leading developer, owner, and operator of high-end vacation ownership resorts, from Starwood Hotels & Resorts Worldwide (NYSE: HOT). Vistana has entered into an exclusive, 80-year global license agreement with Starwood for the use of the Westin® and Sheraton® brands in vacation ownership.

KEY HIGHLIGHTS

Combined company shareholders: Starwood shareholders to receive approximately 55% of shares
Board structure: 9 current directors from ILG and 4 directors appointed by Starwood

IMPORTANT INFORMATION REGARDING CALCULATION OF STOCKHOLDER’S TAX BASIS

As a result of the completion of the spinoff of Vistana Signature Experiences, Starwood stockholders are required to allocate the aggregate tax basis in their Starwood common stock held immediately before the Distribution among such shares and the shares of Vistana common stock treated as being received by such stockholders in the Distribution.

For additional information, please refer to the following document:

PDF Form 8937: Report of Organizational Actions Affecting Basis of Securities

The information contained herein and in form 8937 and the attachment to the form does not constitute tax advice and does not purport to be complete or to describe tax consequences that may apply to particular categories of Starwood stockholders, including stockholders who are not U.S. holders (as defined in the Form S-4 referenced below) and who owned, for U.S. federal income tax purposes, more than five percent of the outstanding Starwood common stock. Starwood does not provide tax advice to its stockholders, or to SLC Operating Limited Partnership unitholders who received shares of Vistana common stock.

For additional information on the effect of the Merger on a stockholder's tax basis in Vistana common stock (and ILG common stock received in exchange therefor), see the Form 8937 (and the attachment thereto) with respect to the Merger posted on ILG’s website at www.iilg.com in the Investor Relations section.

RELATED MATERIALS AND LINKS

Form 8-K/A Amendment No. 1: Material Definitive Agreement (November 3, 2015)

Transaction Announcement (October 28, 2015)

Webcast (October 28, 2015)

Presentation (October 28, 2015)


Background on Starwood’s Vacation Ownership Segment: Prior to October 28, 2015, Starwood had been preparing to spin off its vacation ownership business into a standalone public company. For reference, below are the prior communications and filings related to past plans.

Withdrawal of Registration Statement (November 12, 2015)
Withdrawal as Starwood instead elected to enter into definitive agreements with the Company and Interval Leisure Group

Form 10 Amendment No. 2 (September 22, 2015)

Form 10 Amendment No. 1 (August 7, 2015)

Form 10 (June 16, 2015)

Starwood Announces Filing of Form 10 for Planned Spin-off of Vacation Ownership Business (June 16, 2015)

Starwood Announces Plan to Spin-off Vacation Ownership Business (February 10, 2015)

Note: This webpage and related materials contain forward-looking statements within the meaning of federal securities regulations. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties and other factors that may cause actual results to differ materially from those anticipated at the time the forward-looking statements are made. Risks and uncertainties are presented in detail in our filings with the Securities and Exchange Commission. There can be no assurance as to the development of future hotels in the Company’s pipeline or additional vacation ownership units.