UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 29, 2016
Interval Leisure Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34062 |
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26-2590997 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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6262 Sunset Drive, Miami, FL |
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33143 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (305) 666-1861
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On April 29, 2016, Interval Leisure Group, Inc. (the “Company”) and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated April 29, 2016. |
Cautionary Language Concerning Forward-Looking Statements
Information set forth in this communication, including statements as to the expected timing, completion and effects of the proposed transaction involving the spin-off of Vistana Signature Experiences, Inc., a wholly-owned subsidiary of Starwood (“Vistana”), from Starwood (the “Spin-Off”) and subsequent merger of Vistana with a wholly owned subsidiary of the Company (the “Merger”), constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed Merger, management’s current expectations and assumptions about future events, including the consummation of the proposed Merger, future financial performance, the combined company’s plans, objectives, expectations, intentions, business prospects and strategy, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of the Company, Vistana and Starwood and are subject to significant risks and uncertainties outside of the Company’s control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement in respect of the Merger, (2) risks that any of the closing conditions to the proposed Merger, including the Spin-Off, may not be satisfied in a timely manner, and (3) failure to realize the benefits expected from the proposed Merger. Discussions of additional risks and uncertainties are contained in the Company’s, Starwood’s and Vistana’s filings with the U.S. Securities and Exchange Commission (the “SEC”). None of the Company, Starwood or Vistana is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company filed a registration statement on Form S-4 (File No. 333-208567) (as amended, the “Registration Statement”), containing a proxy statement/prospectus with the SEC. The Registration Statement was declared effective by the SEC on March 17, 2016, and the Company mailed the proxy statement/prospectus to its stockholders beginning on or around March 21, 2016. STOCKHOLDERS OF THE COMPANY AND STARWOOD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders can obtain copies of the proxy statement/prospectus as well as other filings containing information about the Company, Starwood and Vistana, without charge, at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by the Company are available free of charge on the Company’s investor relations website. Copies of documents filed with the SEC by Starwood are available free of charge on Starwood’s investor relations website.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Interval Leisure Group, Inc. | |
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By: |
/s/ Victoria J. Kincke |
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Name: |
Victoria J. Kincke |
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Title: |
Senior Vice President, General Counsel |
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and Secretary |
Date: April 29, 2016
Exhibit 99.1
INTERVAL LEISURE GROUP AND STARWOOD HOTELS AND RESORTS WORLDWIDE PROVIDE UPDATE ON ACQUISITION OF VISTANA SIGNATURE EXPERIENCES
MIAMI, Florida, and STAMFORD, Connecticut — April 29, 2016 — Interval Leisure Group, Inc. (Nasdaq: IILG) (“ILG”) and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) (“Starwood”) today announced a brief delay in the planned closing of ILG’s acquisition of Starwood’s vacation ownership business, Vistana Signature Experiences (“Vistana”), while both companies work to avoid unnecessary tax withholding under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), as discussed in Starwood’s and ILG’s Current Reports on Form 8-K, which were filed with the U.S. Securities and Exchange Commission on April 19, 2016. The companies are working to finalize the procedures to identify which shareholders are properly subject to this withholding.
The acquisition, which will occur through a merger of Vistana with a wholly-owned subsidiary of ILG following the spin-off of Vistana from Starwood, was previously expected to close on April 30, 2016, and is now expected to close in May, subject to satisfaction or waiver of customary closing conditions. As announced on October 28, 2015, the Boards of Directors of ILG and Starwood unanimously approved the transaction. On April 20, 2016, ILG stockholders voted to approve the share issuance in connection with the merger at a special meeting of stockholders, and the merger has received all necessary anti-trust approvals.
About Interval Leisure Group
Interval Leisure Group (ILG) is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from vacation exchange and rental to vacation ownership. In its exchange and rental segment, Interval International and Trading Places International (TPI) offer vacation exchange and travel-related products to more than 2 million member families worldwide, while Hyatt Residence Club provides exchanges among its branded resorts in addition to its participation in the Interval Network. Aston Hotels & Resorts and Aqua Hospitality provide hotel and condominium rentals and resort management. In its vacation ownership segment, Vacation Resorts International, VRI Europe, Hyatt Vacation Ownership (HVO), and TPI provide management services to timeshare resorts and clubs, as well as homeowners’ associations. HVO also sells, markets, and finances vacation ownership interests. Through its subsidiaries, ILG independently owns and manages the Hyatt Residence Club program and uses the Hyatt Vacation Ownership name and other Hyatt marks under license from affiliates of Hyatt Hotels Corporation. Headquartered in Miami, Florida, ILG has offices in 16 countries and more than 5,000 employees. For more information, visit www.iilg.com.
About Starwood Hotels & Resorts Worldwide, Inc.
Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with nearly 1,300 properties in approximately 100 countries and approximately 188,000 employees at its owned and managed properties. Starwood is a fully integrated owner, operator and franchisor of hotels, resorts and residences under the renowned brands: St. Regis®, The Luxury Collection®, W®, Westin®, Le Méridien®, Sheraton®,Tribute Portfolio™, Four Points® by Sheraton, Aloft®, Element®, along with an expanded partnership with Design Hotels™. The company also boasts one of the industry’s leading loyalty programs, Starwood Preferred Guest (SPG®). Visit www.starwoodhotels.com for more information and stay connected @starwoodbuzz on Twitter and Instagram and facebook.com/Starwood.
Cautionary Language Concerning Forward-looking Statements
Information set forth in this communication, including statements as to the expected timing, completion and effects of the merger, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially. Such statements include statements about the timing of the closing of the transaction and tax withholding under FIRPTA. Such statements are based upon the current beliefs and expectations of management of ILG and Starwood and are subject to significant risks and uncertainties outside of ILG’s or Starwood’s control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the risk that additional complications may arise in connection with the closing of the merger. Discussions of additional risks and uncertainties are contained in ILG’s, Starwood’s and Vistana’s filings with the U.S. Securities and Exchange Commission. None of ILG, Starwood or Vistana is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed Merger, ILG filed a registration statement on Form S-4 (File No. 333-208567) (as amended, the “Registration Statement”), containing a proxy statement/prospectus with the SEC. The Registration Statement was declared effective by the SEC on March 17, 2016, and ILG mailed the proxy statement/prospectus to its stockholders beginning on or around March 21, 2016. STOCKHOLDERS OF ILG AND STARWOOD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders can obtain copies of the proxy statement/prospectus as well as other filings containing information about ILG, Starwood, and Vistana, without charge, at the SEC’s website, http://www.sec.gov. Copies of documents filed with the SEC by ILG are available free of charge on ILG’s investor relations website. Copies of documents filed with the SEC by Starwood are available free of charge on Starwood’s investor relations website.
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Interval Leisure Group
Investor Contact:
Lily Arteaga, 305-925-7302
Lily.Arteaga@iilg.com
Media Contact:
Christine Boesch, 305-925-7267
Chris.Boesch@iilg.com
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Starwood Hotels and Resorts Worldwide
Investor Contact:
Stephen Pettibone, 203-351-3500
Stephen.Pettibone@starwoodhotels.com
Media Contact:
Carrie Bloom, 203-964-5755
Carrie.Bloom@starwoodhotels.com