EX-99.1 2 a2227159zex-99_1.htm EX-99.1

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Exhibit 99.1

As filed with the Securities and Exchange Commission on March 9, 2016

Registration No. 333-208567


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERVAL LEISURE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation)

  8600
(Primary Standard Industrial
Classification Code Number)
  26-2590997
(IRS Employer
Identification No.)

6262 Sunset Drive
Miami, Florida 33143
Telephone: (305) 666-1861
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Victoria J. Kincke
General Counsel
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)



With a copy to:

Michele L. Keusch, Esq.
AGC—Securities, Mergers & Acquisitions
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

  Michael E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Ave
New York, New York 10153
(212) 310-8000



         Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions to the closing of the merger described herein.

         If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.    o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (Check one):

Large accelerated filer ý

  Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



         The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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EXPLANATORY NOTE

        ILG is filing this registration statement on Form S-4 (Reg. No. 333-208567) to register shares of ILG common stock that will be issued in connection with the merger of Merger Sub with and into Vistana, which is currently a direct, wholly owned subsidiary of Starwood, but which will be spun off to Starwood stockholders immediately prior to the merger. Pursuant to the instructions of Form S-4, the proxy statement/prospectus which forms a part of this registration statement is also deemed filed pursuant to ILG's obligations under Regulation 14A in connection with ILG's special meeting of ILG stockholders to approve the issuance of shares of ILG common stock in connection with the merger. As part of the distribution, the holders of SLC Operating Limited Partnership units, which are entitled to the distribution, will also receive approximately 73,000 shares of Vistana common stock. In addition, Vistana has filed a registration statement on Form 10 (Reg. No. 000-55548) to register shares of Vistana common stock which will be distributed to Starwood stockholders pursuant to the spin-off immediately prior to the merger. Upon distribution, the outstanding shares of Vistana common stock will be immediately converted into shares of ILG common stock in connection with the merger.


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell or exchange securities and is not soliciting an offer to buy or exchange securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—
SUBJECT TO COMPLETION, DATED MARCH 9, 2016

[ILG LETTERHEAD]

[    ·    ], 2016

Dear Fellow Stockholders:

         As previously announced, Interval Leisure Group, Inc., which we refer to as ILG, and Starwood Hotels & Resorts Worldwide, Inc., which we refer to as Starwood, have entered into a merger agreement, dated as of October 27, 2015, as may be amended from time to time, which we refer to as the Merger Agreement, under which ILG will acquire Starwood's vacation ownership business, which we refer to as the Vistana Vacation Ownership Business (including five hotels, each of which will be either sold directly to one or more subsidiaries of ILG, which we refer to collectively as ILG Subsidiary Buyer, or otherwise transferred pursuant to an internal restructuring to Vistana Signature Experiences, Inc., which we refer to as Vistana and entities that will become Vistana subsidiaries). The Vistana Vacation Ownership Business operates under the Westin® and Sheraton® brands and uses the St. Regis® and The Luxury Collection® brands in connection with certain St. Regis® and The Luxury Collection® fractional residence properties. In connection with the transactions and prior to the merger, a cash payment of $132 million, subject to certain adjustments with respect to capital spend for, and net operating cash flow of, the Vistana Vacation Ownership Business, will be paid in exchange for certain assets of the Vistana Vacation Ownership Business. Prior to the closing of the proposed merger, Starwood will cause certain assets and liabilities to be sold directly to ILG Subsidiary Buyer or otherwise conveyed pursuant to an internal restructuring to its wholly owned subsidiary, Vistana, and entities that will become Vistana subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses. After the separation of the Vistana Vacation Ownership Business, Starwood will spin off Vistana to Starwood stockholders by distributing all of the Vistana common stock owned by Starwood to Starwood stockholders on a pro rata basis, which we refer to as the Distribution. Immediately after the Distribution, Iris Merger Sub, Inc., a newly formed, direct, wholly owned subsidiary of ILG, which we refer to as Merger Sub, will merge with and into Vistana, which we refer to as the Merger, with Vistana surviving as a direct, wholly owned subsidiary of ILG. As a result of the Merger, Starwood stockholders will receive ILG common stock in exchange for the shares of Vistana common stock to which they are entitled in the Distribution. In connection with the Merger, we currently expect, based on the exchange ratio formula set forth in the Merger Agreement, that Starwood stockholders entitled to shares of Vistana common stock in the Distribution, in addition to retaining their shares of common stock, par value $0.01 per share, of Starwood, which we refer to as Starwood common stock, will receive approximately 55% of the shares of ILG common stock on a fully diluted basis as a result of the transactions or approximately [    ·    ] shares of ILG common stock for every one share of Starwood common stock that they own on the record date of the Distribution. However, no fractional shares of ILG common stock will be issued in the Merger, and Starwood stockholders entitled to fractional shares of Vistana common stock in the Distribution will receive a cash payment in lieu of fractional shares. ILG common stock is traded on The NASDAQ Stock Market Global Select Market under the ticker symbol "IILG." On               [    ], 2016, the closing price of ILG common stock was $[          ] per share.

         After consideration, the board of directors of ILG, which we refer to as the ILG Board of Directors or ILG Board, has unanimously determined that the Merger and the issuance of ILG common stock in connection therewith, which we refer to as the Share Issuance, are in the best interests of ILG and its stockholders and has approved the Merger Agreement, the Merger and the Share Issuance. In order to complete the Merger, ILG must obtain the requisite approval of its stockholders for the Share Issuance. Our largest stockholder, Liberty Interactive Corporation, which owns approximately 29% of our common stock, and our chief executive officer, chief operating officer and chief financial officer have agreed to vote in favor of the Share Issuance. You will be asked to vote on proposals at a special meeting of the stockholders of ILG to approve the Share Issuance, and to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal, at a special meeting of ILG stockholders to be held on April 20, 2016 at 1:00 pm, Eastern time, at ILG's principal executive offices located at 6262 Sunset Drive, Miami, Florida 33143. The ILG Board of Directors unanimously recommends that you vote FOR the proposal to approve the Share Issuance and FOR the meeting adjournment proposal.

         Your vote is very important, regardless of the number of shares you own.    We cannot complete the Merger unless the Share Issuance is approved by our stockholders at the special meeting. Only stockholders who owned shares of ILG common stock at the close of business on February 23, 2016 will be entitled to vote at the special meeting. Whether or not you plan to be present at the special meeting, please complete, sign, date and return your proxy card in the enclosed envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the internet as described in the instructions included with your proxy card. If you hold your shares in "street name," you should instruct your broker how to vote your shares in accordance with your voting instruction form.

         This proxy statement/prospectus explains the Merger, the Share Issuance, the Merger Agreement and the transactions contemplated thereby and provides specific information concerning the special meeting. Please review this document carefully. You should carefully consider, before voting, the matters discussed under the heading "Risk Factors" beginning on page 37 of this proxy statement/prospectus.

         On behalf of the ILG Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Cordially,

Craig M. Nash

Chairman, Chief Executive Officer and President

         Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved the transactions described in this proxy statement/prospectus, including the Merger and the Share Issuance, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The date of this proxy statement/prospectus is [    ·    ], 2016, and it is being mailed to ILG stockholders on or about [    ·    ], 2016.


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell or exchange securities and is not soliciting an offer to buy or exchange securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—
SUBJECT TO COMPLETION, DATED MARCH 9, 2016

[STARWOOD LETTERHEAD]

[    ·    ], 2016

To the Stockholders of Starwood Hotels & Resorts Worldwide, Inc.:

         On October 28, 2015, we announced that Starwood Hotels & Resorts Worldwide, Inc., which we refer to as Starwood, entered into definitive agreements to spin off its vacation ownership business, which we refer to as the Vistana Vacation Ownership Business, and then combine it with Interval Leisure Group, Inc., which we refer to as ILG. As a Starwood stockholder, you are receiving this document as an information statement from Starwood to inform you of the spin-off and from ILG as a prospectus for the issuance of ILG common stock in connection with the proposed transactions.

         The principal transactions described in this document include the following:

    Separation—Starwood and certain of Starwood's subsidiaries will engage in a series of transactions in which certain assets, including five properties that will be converted, in whole or in part, into vacation ownership properties, which we refer to as the Transferred Properties, and certain liabilities will be (a) sold directly to one or more subsidiaries of ILG, which we refer to collectively as ILG Subsidiary Buyer, or (b) otherwise conveyed pursuant to an internal restructuring to Vistana Signature Experiences, Inc., which we refer to as Vistana, and entities that will become Vistana subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses.

    Distribution—Starwood will distribute all of the outstanding Vistana common stock to Starwood stockholders as a dividend, which we refer to as the Distribution.

    Merger—Immediately after the Distribution, Vistana will merge with an ILG subsidiary and continue as a wholly owned subsidiary of ILG, which we refer to as the Merger, and the Vistana common stock to which the Starwood stockholders are entitled in the Distribution will be automatically converted into ILG common stock. ILG will continue as a publicly traded company, owning both its current business and the Vistana Vacation Ownership Business.

         We believe that the combination of ILG and the Vistana Vacation Ownership Business will create a leading, integrated vacation ownership and exchange company with complementary product offerings, significantly increase scale to support domestic and international growth leveraging ILG's global infrastructure and generate additional revenue and operational synergies leveraging each company's existing platforms.

         At the close of the proposed transactions, Starwood stockholders entitled to shares of Vistana common stock in the Distribution will own approximately 55% of ILG common stock and ILG stockholders will own approximately 45% of ILG common stock, in each case, on a fully diluted basis. We currently expect, based on the exchange ratio formula set forth in the Merger Agreement, that ILG will issue, and Starwood stockholders entitled to shares of Vistana common stock in the Distribution will receive (in addition to retaining their Starwood common stock), 72,371,970 shares of ILG common stock as a result of the proposed transactions, or approximately [    ·    ] shares of ILG common stock for every share of Starwood common stock they own on the record date of the distribution. The actual number of shares of ILG common stock that Starwood stockholders will receive for each share of Starwood common stock will be determined based on the number of shares of Starwood common stock entitled to receive Vistana common stock in the distribution and the exchange ratio set forth in the Merger Agreement. No fractional shares of ILG common stock will be issued. While we expect that the receipt of ILG common stock in the Merger will be tax-free to Starwood stockholders for U.S. federal income tax purposes, they will be required to pay tax on any payment that they receive in cash in lieu of fractional shares. Holders of Starwood common stock will retain all of their shares of Starwood common stock and will not be required to pay for any shares of ILG common stock they receive in exchange for the shares of Vistana common stock to which they are entitled in the Distribution.

         ILG common stock is currently traded on The NASDAQ Stock Market Global Select Market under the ticker symbol "IILG." On              [    ], 2016, the closing price of ILG common stock was $[          ] per share.

         The boards of directors of each of ILG and Starwood have unanimously approved the proposed transactions, and Starwood has approved the proposed transactions as the current sole stockholder of Vistana. Starwood stockholders are not required to vote on the proposed transactions and are not being asked to vote on the proposed transactions. Starwood is not asking Starwood stockholders for a proxy, and Starwood stockholders are requested not to send Starwood a proxy.

         This document explains the proposed transactions and the definitive agreements entered into by Starwood and provides specific information about ILG and the Vistana Vacation Ownership Business. Please review this document carefully, particularly the matters discussed under the heading "Risk Factors" beginning on page 37.

         We look forward to completing the proposed transactions and to the exciting opportunities they present for our stockholders.

Sincerely,

Thomas B. Mangas

Chief Executive Officer

         Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger described in this proxy statement/prospectus or the ILG common stock to be issued pursuant to the Merger Agreement, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

         The date of this proxy statement/prospectus is [    ·    ], 2016.


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INTERVAL LEISURE GROUP, INC.
6262 Sunset Drive
Miami, Florida 33143

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Interval Leisure Group, Inc.:

        NOTICE IS HEREBY GIVEN of a special meeting of stockholders of Interval Leisure Group, Inc., a Delaware corporation ("ILG"), which will be held at ILG's principal executive offices located at 6262 Sunset Drive, Miami, Florida 33143, on April 20, 2016 at 1:00 pm, Eastern time, for the following purposes:

            1.     to vote on a proposal to approve the issuance of ILG common stock in connection with the Agreement and Plan of Merger, dated as of October 27, 2015, as it may be amended from time to time, among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc., which we refer to as the Share Issuance; and

            2.     to vote on a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal.

        The approval of the proposal set forth in item 1 above is required for completion of the merger. ILG will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

        The ILG Board of Directors has fixed the close of business on February 23, 2016 as the record date for the special meeting. Only ILG stockholders of record as of the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection by any ILG stockholder for any purpose germane to the special meeting during ordinary business hours for the ten days preceding the special meeting at ILG's principal executive offices located at 6262 Sunset Drive, Miami, Florida 33143. The eligible ILG stockholder list will also be available at the special meeting for examination by any stockholder present at such meeting.

        THE ILG BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER AND THE SHARE ISSUANCE AND UNANIMOUSLY RECOMMENDS THAT ILG STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE AND FOR THE MEETING ADJOURNMENT PROPOSAL.

        Your vote is very important. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to authorize the individuals named on your proxy card to vote your shares as promptly as possible by (1) accessing the internet site listed on the proxy card, (2) calling the toll-free number listed on the proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. If you hold your shares in "street name," you should instruct your broker how to vote your shares in accordance with your voting instruction form. ILG stockholders may revoke their proxy in the manner described in the accompanying proxy statement/prospectus before it has been voted at the special meeting.

By Order of the Board of Directors,

Victoria J. Kincke
Secretary
Miami, Florida


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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about ILG from documents filed with the U.S. Securities and Exchange Commission ("SEC") that have not been included herein or delivered herewith. ILG files reports (including annual, quarterly and current reports which may contain audited financial statements), proxy statements and other information with the SEC. Copies of ILG's filings with the SEC are available to investors without charge by request made to ILG in writing, by telephone or by email with the following contact information or through ILG's website at www.iilg.com:

        Interval Leisure Group, Inc.
Attn: Lily Arteaga
6262 Sunset Drive
Miami, Florida 33143
Telephone: (305) 666-1861
Email: investorrelations@iilg.com

        In order to receive timely delivery of these materials, you must make your requests no later than April 13, 2016, which date is five business days before the date of the special meeting.

        You may also obtain ILG's SEC reports at www.iilg.com or Starwood's SEC reports at www.starwoodhotels.com/corporate/investor_relations.html. ILG's filings with the SEC are available to the public over the internet at the SEC's website at www.sec.gov, or at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the public reference facilities.

        The SEC allows certain information to be "incorporated by reference" into this proxy statement/prospectus. This means that ILG can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement/prospectus, except for any information modified or superseded by information contained directly in this proxy statement/prospectus or in any document subsequently filed by ILG that is also incorporated or deemed to be incorporated by reference herein. This proxy statement/prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC and any future filings by ILG under section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from the date of this proxy statement/prospectus to the date that the ILG special meeting is held, except, in any such case, for any information therein which has been furnished rather than filed, which shall not be incorporated herein. Subsequent filings with the SEC will automatically modify and supersede information in this proxy statement/prospectus. These documents contain important information about ILG and its financial condition.

        This proxy statement/prospectus, and the registration statement of which this proxy statement/prospectus forms a part, hereby incorporate by reference the following documents which ILG has filed with the SEC:

    ILG's annual report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016;

    Amendment No. 1 to ILG's annual report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 9, 2016;

    ILG's current report on Form 8-K, filed with the SEC on February 25, 2016 (except with respect to Item 2.02 thereof); and

    the description of ILG's common stock contained in its Registration Statement on Form 8-A (File No. 001-34062) filed with the SEC on August 5, 2008, including any amendments or reports filed for the purpose of updating such description.

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        If you are an ILG stockholder and you have any questions about the proposed transactions, please contact ILG's Investor Relations Department at (305) 666-1861.

        If you are a Starwood stockholder and you have any questions about the proposed transactions, please contact Starwood's Investor Relations Department at (203) 351-3500.

        NONE OF ILG, MERGER SUB, STARWOOD OR VISTANA HAS AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ABOUT THE PROPOSED TRANSACTIONS OR ABOUT ILG, MERGER SUB, STARWOOD OR VISTANA THAT DIFFERS FROM OR ADDS TO THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS OR THE DOCUMENTS THAT ILG PUBLICLY FILES WITH THE SEC, THEREFORE, IF ANYONE GIVES YOU DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT.

        IF YOU ARE IN A JURISDICTION WHERE OFFERS TO EXCHANGE OR SELL, OR SOLICITATIONS OF OFFERS TO EXCHANGE OR PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT/PROSPECTUS ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE OFFER PRESENTED IN THIS PROXY STATEMENT/PROSPECTUS DOES NOT EXTEND TO YOU. IF YOU ARE IN A JURISDICTION WHERE SOLICITATIONS OF A PROXY ARE UNLAWFUL, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE TYPES OF ACTIVITIES, THEN THE SOLICITATION PRESENTED IN THIS PROXY STATEMENT/PROSPECTUS DOES NOT EXTEND TO YOU.

        THE INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS SPEAKS ONLY AS OF ITS DATE UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE HEREOF. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN ANY DOCUMENT INCORPORATED BY REFERENCE HEREIN IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF SUCH DOCUMENT. ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS DOCUMENT WILL BE DEEMED TO BE MODIFIED OR SUPERSEDED TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT THAT ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS DOCUMENT MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED WILL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS DOCUMENT. NEITHER THE MAILING OF THIS DOCUMENT TO THE RESPECTIVE STOCKHOLDERS OF ILG AND STARWOOD, NOR THE TAKING OF ANY ACTIONS CONTEMPLATED HEREBY BY ILG OR STARWOOD AT ANY TIME WILL CREATE ANY IMPLICATION TO THE CONTRARY.


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ABOUT THIS DOCUMENT

        Starwood has supplied all information contained in this proxy statement/prospectus relating to Starwood and Vistana. ILG has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to ILG and Merger Sub and has provided certain purchase accounting adjustments. Starwood and ILG have both contributed information to this proxy statement/prospectus relating to the proposed transactions.

        This proxy statement/prospectus forms a part of a registration statement on Form S-4 (Registration No. 333-208567) filed by ILG with the SEC to register with the SEC the issuance of shares of ILG common stock to be issued pursuant to the merger agreement. It constitutes a prospectus of ILG under Section 5 of the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder, which we refer to as the Securities Act, with respect to the shares of ILG common stock to be issued to Starwood stockholders in exchange for the shares of Vistana common stock to which they are entitled in the Distribution. It also constitutes a proxy statement under Section 14(a) of the Exchange Act and a notice of meeting and action to be taken with respect to the ILG special meeting of stockholders at which ILG stockholders will consider and vote on the proposal to approve the issuance of shares of ILG common stock in connection with the Merger Agreement. In addition, it constitutes an information statement relating to the proposed Separation and Distribution.

        As allowed by the SEC rules, this proxy statement/prospectus does not contain all of the information you can find in ILG's registration statement or its exhibits. For further information pertaining to ILG and the shares of ILG common stock to be issued in connection with the proposed transactions, reference is made to that registration statement and its exhibits. Statements contained in this document or in any document incorporated in this document by reference as to the contents of any contract or other document referred to within this document or other documents that are incorporated by reference are not necessarily complete and, in each instance, reference is made to the copy of the applicable contract or other document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each statement contained in this document is qualified in its entirety by reference to the underlying documents. We encourage you to read the registration statement. You may obtain copies of the Form S-4 (and any amendments to those documents) by following the instructions under "Where You Can Find Additional Information."


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  Page  

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

    3  

QUESTIONS AND ANSWERS FOR ILG STOCKHOLDERS

    8  

QUESTIONS AND ANSWERS FOR STARWOOD STOCKHOLDERS

    12  

SUMMARY

    15  

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

    29  

• Summary Historical Consolidated Financial Information of ILG

    29  

• Summary Historical Combined Financial Information of the Vistana Vacation Ownership Business

    31  

• Summary Unaudited Pro Forma Condensed Combined Financial Information

    32  

• Summary Comparative Historical and Pro Forma Per Share Data of ILG

    35  

• Historical Market Price and Dividend Information of ILG Common Stock

    36  

RISK FACTORS

    37  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    62  

THE ILG SPECIAL MEETING

    64  

THE TRANSACTIONS

    68  

• General

    68  

• Transaction Sequence

    68  

• The Separation and Distribution

    70  

• The Merger

    71  

• Calculation of Merger Consideration

    71  

• Anticipated Costs of the Transactions

    72  

• Trading Markets

    73  

• Background of the Merger

    73  

• ILG's Reasons for the Merger

    84  

• Starwood's Reasons for the Separation, the Distribution and the Merger

    87  

• Expected Synergies from the Transactions

    89  

• Opinion of ILG's Financial Advisor

    90  

• Certain Forecasts

    97  

• Ownership of ILG Following the Merger

    99  

• Board of Directors and Executive Officers of ILG Following the Merger; Operations Following the Merger

    99  

• Interests of Certain Persons in the Merger

    100  

• Regulatory Approvals

    100  

• Listing

    100  

• Federal Securities Law Consequences; Resale Restrictions

    100  

• Accounting Treatment

    100  

• Rights of Appraisal

    101  

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND MERGER

    102  

THE TRANSACTION AGREEMENTS

    106  

ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION, THE DISTRIBUTION AND THE MERGER

    133  

INFORMATION ABOUT MERGER SUB AND ILG

    147  

INFORMATION ABOUT STARWOOD

    157  

INFORMATION ABOUT THE VISTANA VACATION OWNERSHIP BUSINESS

    158  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE VISTANA VACATION OWNERSHIP BUSINESS

    173  

SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION OF THE VISTANA VACATION OWNERSHIP BUSINESS

    203  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ILG

    204  

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

    205  

 
  Page  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF ILG

    214  

DESCRIPTION OF CAPITAL STOCK OF ILG BEFORE AND AFTER THE MERGER

    217  

DESCRIPTION OF VISTANA CAPITAL STOCK

    221  

COMPARISON OF THE RIGHTS OF STOCKHOLDERS BEFORE AND AFTER THE TRANSACTIONS

    222  

CERTAIN ANTI-TAKEOVER EFFECTS OF VARIOUS PROVISIONS OF DELAWARE LAW AND ILG'S CERTIFICATE OF INCORPORATION AND BYLAWS

    230  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    234  

LEGAL MATTERS

    236  

EXPERTS

    237  

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

    238  

PROPOSAL 1

    238  

PROPOSAL 2

    238  

INDEX—FINANCIAL STATEMENTS

    F-1  

Audited Combined Financial Information of the Vistana Vacation Ownership Business

    F-2  

ANNEXES

       

Annex A—Opinion of Moelis & Company LLC

    A-1  

Exhibit Index

    II-8  

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

        The following are some of the questions that stockholders of Interval Leisure Group, Inc., which we refer to as ILG, and stockholders of Starwood Hotels & Resorts Worldwide, Inc., which we refer to as Starwood, may have regarding the Transactions (as defined below) and brief answers to those questions. For more detailed information about the matters discussed in these questions and answers, see "The Transactions" beginning on page 68 and "The Transaction Agreements" beginning on page 106. These questions and answers, as well as the summary beginning on page 15, are not meant to be a substitute for the information contained in the remainder of this proxy statement/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement/prospectus. Stockholders of ILG and stockholders of Starwood are urged to read this proxy statement/prospectus in its entirety. Additional important information is also contained in the annexes to this proxy statement/prospectus. You should pay special attention to the "Risk Factors" beginning on page 37 and "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 62.

Q:
What are the transactions described in this proxy statement/prospectus?

A:
References to the "Transactions" means the transactions contemplated by the Agreement and Plan of Merger, dated as of October 27, 2015, as it may be amended from time to time, which we refer to as the Merger Agreement, among Starwood, Vistana Signature Experiences, Inc., which we refer to as Vistana, ILG and Iris Merger Sub, Inc., which we refer to as Merger Sub, and the Separation Agreement, dated as of October 27, 2015, as it may be amended from time to time, which we refer to as the Separation Agreement, among Starwood, Vistana and ILG, which provide, among other things, for the separation of the Vistana Vacation Ownership Business from the other businesses of Starwood, which we refer to as the Separation, the distribution by Starwood of 100% of the shares of Vistana common stock to Starwood stockholders on a pro rata basis, which we refer to as the Distribution, and the merger of Merger Sub with and into Vistana, which we refer to as the Merger, with Vistana continuing as the surviving company and as a wholly owned subsidiary of ILG, as contemplated by the Merger Agreement and as described in "The Transactions" and elsewhere in this proxy statement/prospectus.

Q:
What will happen in the Separation?

A:
Pursuant to and in accordance with the terms and conditions of the Separation Agreement, Starwood and certain of Starwood's subsidiaries will engage in a series of transactions in which certain assets and liabilities not currently owned by Vistana and its subsidiaries will be (a) sold directly to one or more subsidiaries of ILG, which we refer to collectively as ILG Subsidiary Buyer, or (b) otherwise conveyed pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses. We refer to the conveyance of specified assets and liabilities related to the Vistana Vacation Ownership Business to Vistana as the Contribution. In consideration for the Contribution, Vistana will issue to Starwood shares of Vistana common stock. In connection with these transactions and prior to the Merger, a cash payment of $132 million, subject to certain adjustments with respect to capital spend for, and net operating cash flow of, the Vistana Vacation Ownership Business, which we refer to as the Distribution Date Payment, is required to be paid in the manner described below. In consideration for the sale of certain assets and liabilities related to the Vistana Vacation Ownership Business to ILG Subsidiary Buyer as described above in this paragraph, ILG Subsidiary Buyer will make a cash payment or payments to applicable Starwood subsidiary seller(s) equal to the fair market value of those assets and liabilities as of the closing, which we refer to as the Asset Purchase Price. Each of the Distribution Date Payment and the Asset Purchase Price are distinct from the other, though the payment of the

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    Asset Purchase Price by ILG Subsidiary Buyer to any Starwood subsidiary seller(s) results in a corresponding reduction in the amount of the Distribution Date Payment required to be paid by Vistana to Starwood. Therefore, if the Asset Purchase Price is less than the Distribution Date Payment, Vistana will distribute an amount equal to the shortfall to Starwood. Further, if the Asset Purchase Price is greater than the Distribution Date Payment, Starwood will contribute an amount equal to the excess to Vistana. Except as contemplated in the three immediately preceding sentences and except for any payment that may be required in connection with the post-closing adjustment described below, no other payment will be required in respect of the Distribution Date Payment. The specific assets and liabilities to be sold directly to ILG Subsidiary Buyer will be determined prior to the Distribution Date based on the estimated amount of the Distribution Date Payment, a statement of which is required to be delivered by Starwood to ILG prior to the anticipated Distribution Date. The specific assets and liabilities that may be sold directly to ILG Subsidiary Buyer are described in "Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" on page 125. To the extent that any of the assets and liabilities comprising the Vistana Vacation Ownership Business (including any of the assets and liabilities that may be sold directly to ILG Subsidiary Buyer) are not sold directly to ILG Subsidiary Buyer, they will be conveyed to Vistana and entities that will become Vistana subsidiaries pursuant to the internal restructuring described above. The Separation Agreement provides for an adjustment at closing to the $132 million cash payment to the extent that estimated capital spend for the Vistana Vacation Ownership Business for the period from October 1, 2015, through March 31, 2016 is greater or less than the target capital spend for such period as agreed among the parties. In addition, the $132 million cash payment is subject to a further adjustment to the extent that the actual amount of capital spend for the Vistana Vacation Ownership Business from April 1, 2016 through the date of the Distribution is greater or less than the total amount of operating cash flow of the Vistana Vacation Ownership Business during such period. The Distribution Date Payment also is subject to a post-closing adjustment for any difference between the actual and estimated amounts included in the calculation of the Distribution Date Payment as of the closing.

    The final amount of any adjustment to the Distribution Date Payment cannot be calculated until after the date of the Distribution.

Q:
What will happen in the Distribution?

A:
Pursuant to and in accordance with the terms and conditions of the Separation Agreement, after the Separation, Starwood will distribute all of the shares of Vistana common stock that it holds to its stockholders as of the record date of the Distribution that are entitled to shares of Vistana common stock in the Distribution on a pro rata basis by delivering such shares to the distribution agent. The distribution agent will hold such shares for the benefit of Starwood stockholders who are entitled to the Vistana common stock.

Q:
What will happen in the Merger?

A:
Pursuant to and in accordance with the terms and conditions of the Merger Agreement, in the Merger, Merger Sub will merge with and into Vistana. Vistana will survive the Merger as a wholly owned subsidiary of ILG. Following completion of the Merger, ILG will continue to be a separately traded public company and will own and operate the combined businesses of the Vistana Vacation Ownership Business and ILG. At the close of the proposed transactions, Starwood stockholders entitled to shares of Vistana common stock in the Distribution will own approximately 55% of the common stock, par value $0.01 per share, of ILG, which we refer to as ILG common stock, and current ILG stockholders will own approximately 45% of ILG common stock, in each case, on a fully diluted basis. We currently expect, based on the exchange ratio formula set forth in the Merger Agreement and the number of outstanding shares of Starwood

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    common stock as of [    ·    ], that ILG will issue, and Starwood stockholders entitled to shares of Vistana common stock in the Distribution will receive (in addition to retaining their Starwood common stock) approximately [    ·    ] shares of ILG common stock for every one share of Starwood common stock they own on the record date of the Distribution. The actual number of shares of ILG common stock that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will receive will be determined based on the number of shares of Starwood common stock entitled to shares of Vistana common stock in the Distribution. See "The Transaction Agreements—The Merger Agreement—Merger Consideration."

Q:
Will the Distribution and Merger occur on the same day?

A:
Yes. The Merger will occur immediately after the Distribution.

Q:
Who will serve on the ILG Board of Directors following completion of the Merger?

A:
Effective as of the closing of the Merger, the ILG Board of Directors will be increased in size by two members to thirteen total and is expected to be comprised of nine of the current eleven ILG directors plus four directors who have been designated by Starwood, approved by the nominating committee of the ILG Board of Directors and appointed to the ILG Board of Directors by the current ILG Board of Directors to fill the vacancies created.

Q:
Will ILG's current senior management team manage the business of ILG after the Transactions?

A:
Yes. ILG anticipates that its senior management team will continue to manage the business of ILG after the Transactions. See "The Transactions—Board of Directors and Executive Officers of ILG Following the Merger; Operations Following the Merger." In addition, it is anticipated that the executive officers of Vistana following the Merger will consist of a combination of members of the ILG senior management team and current officers of Vistana.

Q:
What is the estimated total value of the consideration to be paid by ILG in the Merger?

A:
ILG expects to issue 72,371,970 shares of ILG common stock in the Merger. Based upon the reported closing price for ILG common stock on the NASDAQ of $20.77 per share on October 27, 2015, the last trading day before the announcement of the signing of the Merger Agreement, the estimated total value of the shares to be issued by ILG in the Merger would have been approximately $1,503,165,817. Based upon the reported closing price for ILG common stock on the NASDAQ on [    ·    ], 2016 of $[    ·    ] per share, the estimated total value of the shares to be issued by ILG in the Merger would have been approximately $[    ·    ]. The actual total value of the consideration to be paid by ILG in connection with the Merger will depend on the market price of shares of ILG common stock at the time of the closing of the Merger.

Q:
Will ILG and Vistana incur indebtedness in connection with the Separation, the Distribution and the Merger?

A:
It is anticipated that Vistana will not incur or cause to be incurred indebtedness in connection with the Transactions. ILG may incur indebtedness in connection with the Transactions, subject to the terms and conditions of the Merger Agreement and the Separation Agreement.

    Following the Merger, ILG will continue to be obligated with respect to ILG's other existing indebtedness, which has not been refinanced in connection with the Transactions.

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Q:
How will the rights of stockholders of Starwood and ILG change after the Merger?

A:
The rights of stockholders of Starwood will remain the same as prior to the Merger, except that stockholders of Starwood entitled to shares of Vistana common stock in the Distribution will receive shares of ILG common stock and cash paid in lieu of fractional shares in connection with the Merger. See "Description of Capital Stock of ILG Before and After the Merger—Description of Capital Stock of ILG" and "Comparison of the Rights of Stockholders Before and After the Transactions."

    The rights of stockholders of ILG will also not change as a result of the Merger. ILG will not amend its amended and restated certificate of incorporation or its amended and restated bylaws in connection with the Merger.

Q:
What are the material tax consequences to ILG stockholders and Starwood stockholders resulting from the Distribution and the Merger?

A:
ILG stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger. Starwood stockholders are also not expected to recognize any gain or loss as a result of the Distribution or the Merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of ILG common stock. The U.S. federal income tax consequences of the Distribution and the Merger are described in more detail under "U.S. Federal Income Tax Consequences of the Distribution and Merger."

Q:
Does ILG have to pay anything to Starwood if the Share Issuance is not approved by the ILG stockholders or if the Merger Agreement is otherwise terminated?

A:
If ILG's stockholders do not approve the Share Issuance at the ILG special meeting of stockholders and the Merger Agreement is terminated by either Starwood or ILG, ILG must reimburse Starwood's out-of-pocket fees and expenses in connection with the Transactions in an amount up to $15 million. Under other circumstances, depending on the reasons for termination of the Merger Agreement, the maximum amount of out-of-pocket fees and expenses that ILG may be required to reimburse Starwood for is $30 million.

    In specified circumstances, depending on the reasons for termination of the Merger Agreement, ILG may have to pay Starwood a termination fee of $40 million, which includes any reimbursement described above. For a discussion of the circumstances under which the termination fee is payable by ILG or the requirement to reimburse expenses applies, see "The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances."

Q:
Does Starwood have to pay anything to ILG if the Merger Agreement is terminated?

A:
Depending on the reasons for termination of the Merger Agreement, Starwood may have to reimburse ILG for its out-of-pocket fees and expenses in connection with the transactions in an amount not to exceed $30 million. For a discussion of the circumstances under which Starwood is required to reimburse expenses, see "The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances."

Q:
Are there risks associated with the Transactions?

A:
Yes. ILG and Vistana may not realize the expected benefits of the Transactions because of the risks and uncertainties discussed in the section entitled "Risk Factors" beginning on page 37 and the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 62. These risks include, among others, risks relating to the uncertainty that the Transactions

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    will close, the uncertainty that ILG will be able to integrate Vistana successfully, and uncertainties relating to the performance of ILG after the Transactions.

Q:
Can ILG or Starwood stockholders demand appraisal of their shares?

A:
No. Neither ILG nor Starwood stockholders have appraisal rights under Delaware or Maryland law in connection with the Separation, Distribution or Merger.

Q:
When will the Transactions be completed?

A:
We expect to complete the Transactions in the second quarter of 2016.

Q:
What is the impact of Starwood's entry into a definitive agreement with Marriott?

A:
On November 16, 2015, Starwood announced that it had entered into a definitive merger agreement pursuant to which Starwood will be acquired by Marriott International, Inc., which we refer to as the Marriott transaction. The Marriott transaction does not alter Starwood's obligations to consummate the Transactions. In addition, the consummation of the Marriott transaction is expressly conditioned on the Separation of Vistana from Starwood and the subsequent distribution of Vistana common stock to the stockholders of Starwood as of the record date of the Distribution as contemplated by the Separation Agreement or, if the Transactions are not consummated, another spin-off, split-off or analogous distribution of Vistana or any sale of Vistana by Starwood. Furthermore, the merger agreement governing the Marriott transaction obligates Starwood to use reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the Transactions as promptly as practicable on the terms and conditions described in the agreements and documents contemplated by the Merger Agreement.

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QUESTIONS AND ANSWERS FOR ILG STOCKHOLDERS

        The following are some of the questions that ILG stockholders may have regarding the special meeting of ILG stockholders, and brief answers to those questions. For more detailed information about the matters discussed in these questions and answers, see "The ILG Special Meeting" beginning on page 64. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this proxy statement/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement/prospectus. ILG urges its stockholders to read this proxy statement/prospectus in its entirety prior to making any decision. You should pay special attention to the "Risk Factors" beginning on page 37 and "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 62.

Q:
What are ILG stockholders being asked to vote on at the special meeting?

A:
ILG stockholders are being asked to approve the issuance of ILG common stock in connection with the Merger. ILG stockholder approval of the Share Issuance proposal is required under NASDAQ rules and is a condition to the completion of the Distribution and the Merger.

    ILG stockholders are also being asked to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal. The approval by ILG stockholders of the meeting adjournment proposal is not a condition to the completion of the Distribution or the Merger.

Q:
When and where is the special meeting of ILG stockholders?

A:
The special meeting of ILG stockholders will be held on April 20, 2016 at ILG's principal executive offices located at 6262 Sunset Drive, Miami, Florida 33143, at 1:00 pm, Eastern time.

Q:
Who can vote at the special meeting of ILG stockholders?

A:
Only stockholders who own ILG common stock of record at the close of business on February 23, 2016 are entitled to vote at the special meeting. Each holder of ILG common stock is entitled to one vote per share. There were 57,490,609 shares of ILG common stock outstanding on the record date.

Q:
How does the ILG Board of Directors recommend that ILG stockholders vote?

A:
The ILG Board of Directors has determined that the Merger, the Share Issuance and the Merger Agreement are advisable, fair to, and in the best interests of ILG and its stockholders. Accordingly, the ILG Board of Directors has unanimously approved the Merger Agreement, the Merger and the Share Issuance. The ILG Board of Directors unanimously recommends that ILG stockholders vote "FOR" the proposal to approve the Share Issuance and "FOR" the meeting adjournment proposal.

Q:
What vote is required to approve each proposal?

A:
In accordance with the rules of the NASDAQ, the Delaware General Corporation Law, which we refer to as the DGCL, ILG's organizational documents and the Merger Agreement, the approval by ILG stockholders of the Share Issuance requires the affirmative vote of a majority of the total votes cast on the Share Issuance by holders of ILG common stock present or represented by proxy at the special meeting at which a quorum is present. The approval of the meeting adjournment proposal requires the affirmative vote of the holders of a majority of the shares of ILG common

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    stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

Q:
What is a quorum?

A:
The holders of a majority of the voting power of all outstanding shares of ILG common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the special meeting.

Q:
Have any ILG stockholders agreed to vote in favor of the Share Issuance proposal?

A:
Yes. Liberty Interactive Corporation, which we refer to as Liberty, and Liberty USA Holdings LLC, which we refer to as Liberty Holdings, as well as ILG's chief executive officer, chief operating officer and chief financial officer, have entered into voting and support agreements with ILG and Starwood in which they have agreed to vote their shares of ILG common stock in favor of the Share Issuance. See "Additional Agreements Related to the Separation, the Distribution and the Merger—Voting Agreements."

    These shares represent approximately 31% of the aggregate voting power of all outstanding shares of ILG common stock.

Q:
What should ILG stockholders do now in order to vote on the proposals being considered at the ILG special meeting?

A:
ILG stockholders may submit a proxy by filling out the accompanying proxy card and returning it as instructed on the proxy card. ILG stockholders can also authorize the individuals named on the proxy card to vote their shares by telephone or the internet by following the instructions printed on the proxy card.

    Submitting a proxy means that a stockholder gives someone else the right to vote his or her shares in accordance with his or her instructions. In this way, the stockholder ensures that his or her vote will be counted even if he or she is unable to attend the ILG special meeting. If an ILG stockholder executes a proxy, but does not include specific instructions on how to vote, the individuals named as proxies will vote the ILG stockholders' shares as follows:

    "FOR" the proposal to approve the Share Issuance; and

    "FOR" the meeting adjournment proposal.

    If an ILG stockholder holds shares in "street name," which means the shares are held of record by a broker, bank or nominee, please see "Q: If an ILG stockholder's shares are held in 'street name' by his broker, will the broker vote the shares for the stockholder?" below.

    ILG stockholders may also vote in person at the meeting. If an ILG stockholder plans to attend the ILG special meeting and wishes to vote in person, he or she will be given a ballot at the ILG special meeting. Please note, however, that if an ILG stockholder's shares are held in "street name," and he or she wishes to vote in person at the ILG special meeting, the ILG stockholder must bring a proxy from the record holder of the shares authorizing him or her to vote at the ILG special meeting. Whether or not an ILG stockholder plans to attend the ILG special meeting, he or she is encouraged to authorize his or her proxy as described in this proxy statement/prospectus.

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Q:
If an ILG stockholder is not going to attend the special meeting, should the stockholder return his proxy card or otherwise vote his shares?

A:
Yes. Completing, signing, dating and returning the proxy card by mail or submitting a proxy by calling the toll-free number shown on the proxy card or submitting a proxy by visiting the website shown on the proxy card ensures that the stockholder's shares will be represented and voted at the special meeting, even if the stockholder is unable to or does not attend.

Q:
If an ILG stockholder's shares are held in "street name" by his broker, will the broker vote the shares for the stockholder?

A:
If an ILG stockholder's shares are held in "street name," which means such shares are held of record by a broker, bank or nominee, the ILG stockholder will receive instructions from his or her broker, bank or other nominee that he or she must follow in order to have his or her shares of ILG common stock voted. If an ILG stockholder has not received such voting instructions or requires further information regarding such voting instructions, the ILG stockholder should contact his or her bank, broker or other nominee. Brokers, banks or other nominees who hold shares of ILG common stock for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are "non-routine," such as approval of the Share Issuance, without specific instructions from the beneficial owner. All proposals for the ILG special meeting are non-routine and non-discretionary. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the meeting but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal, and the broker, bank or other nominee does not have discretionary voting power on such proposal. If an ILG stockholder's broker, bank or other nominee holds the ILG stockholder's shares of ILG common stock in "street name," the ILG stockholder's bank, broker or other nominee will vote the ILG stockholder's shares only if the ILG stockholder provides instructions on how to vote by filling out the voter instruction form sent to him by his bank, broker or other nominee with this proxy statement/prospectus.

    WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE ENCOURAGED TO GRANT YOUR PROXY AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

Q:
Can ILG stockholders change their vote?

A:
Yes. Holders of record of ILG common stock who have properly completed and submitted their proxy card or have submitted their proxy by telephone or internet can change their vote before the proxy is voted at the ILG special meeting in any of the following ways:

sending a written notice that is received prior to the special meeting stating that the stockholder revokes his proxy to the corporate secretary of ILG at 6262 Sunset Drive, Miami, Florida 33143;

properly completing, signing and dating a new proxy card bearing a later date and properly submitting it so that it is received prior to the special meeting;

visiting the website shown on the proxy card and submitting a new proxy in the same manner that the stockholder would submit his proxy via the internet or by calling the toll-free number shown on the proxy card to submit a new proxy by telephone; or

attending the special meeting in person and voting their shares.

        Simply attending the special meeting, without voting your shares, will not revoke a proxy.

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    An ILG stockholder whose shares are held in "street name" by his or her broker and who has directed that person to vote his or her shares should instruct that person to change his or her vote.

Q:
What will happen if ILG stockholders abstain from voting, fail to vote or do not direct how to vote on their proxy?

A:
The failure of an ILG stockholder to vote or to instruct his or her broker to vote if his or her shares are held in "street name" may have a negative effect on the ability of ILG to obtain the number of votes necessary for approval of the proposals. For purposes of the stockholder vote, an abstention, which occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting, will have the same effect as voting against the proposal to approve the Share Issuance and voting against the meeting adjournment proposal. The failure of an ILG stockholder to vote or to instruct his broker, bank or nominee to vote if his or her shares are held in "street name" will not affect the proposal to approve the Share Issuance (assuming a quorum is present) or the meeting adjournment proposal. All properly signed proxies that are received prior to the special meeting and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies. If a proxy is returned without an indication as to how shares of ILG common stock represented are to be voted with regard to a particular proposal, the shares of ILG common stock represented by the proxy will be voted in accordance with the recommendation of the ILG Board of Directors and therefore, "FOR" the proposal to approve the Share Issuance and "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies.

Q:
Will ILG's Stockholder Rights Plan be Triggered by the Transactions?

A:
ILG has in place a stockholder rights plan pursuant to its Rights Agreement, dated as of June 10, 2009, between ILG and The Bank of New York Mellon, as rights agent, which we refer to as the Rights Agreement, whereby ILG's stockholders hold rights with respect to their outstanding shares of ILG common stock to acquire from ILG units of Series A Junior Participating Preferred Stock upon the occurrence of certain triggering events. Stockholders' rights under the Rights Agreement will not be triggered by the consummation of the Transactions. See "Certain Anti-Takeover Effects of Various Provisions of Delaware Law and ILG's Certificate of Incorporation, Bylaws and Rights Agreement—Stockholder Rights Plan."

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QUESTIONS AND ANSWERS FOR STARWOOD STOCKHOLDERS

        The following are some of the questions that Starwood stockholders may have regarding the Transactions, and brief answers to those questions. For more detailed information about the matters discussed in these questions and answers, see "The Transactions" beginning on page 68. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this proxy statement/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement/prospectus. Starwood's stockholders are urged to read this proxy statement/prospectus in its entirety. You should pay special attention to the "Risk Factors" beginning on page 37 and "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 62.

Q:
What will Starwood stockholders be entitled to receive pursuant to the Distribution and the Merger?

A:
As a result of the Distribution and the Merger, it is currently estimated, based on the assumptions under the heading "Transactions—Calculation of Merger Consideration," that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will be entitled to receive at the closing of the Merger approximately 55% of the shares of ILG common stock on a fully diluted basis as a result of the proposed transactions, or approximately [    ·    ] shares of ILG common stock for every one share of Starwood common stock they own on the record date of the Distribution. However, this amount will be finally determined at the effective time of the Merger based on the exchange ratio formula set forth in the Merger Agreement and the number of shares of Starwood common stock outstanding immediately prior to the Distribution that are entitled to shares of Vistana common stock in the Distribution. The actual number of shares of ILG common stock that Starwood stockholders entitled to shares of Vistana common stock in the Distribution are entitled to receive in the Merger will change if the number of shares of Starwood common stock outstanding changes because of any increase or decrease in share amounts for any reason. See "The Transaction Agreements—The Merger Agreement—Merger Consideration." Under no circumstances will any shares of Vistana common stock be physically distributed to Starwood stockholders.

    Based on the closing price of ILG common stock on [    ·    ], 2016 of $[    ·    ], as reported by the NASDAQ, and the assumptions described under the heading "The Transactions—Calculation of Merger Consideration," the approximate value Starwood stockholders entitled to shares of Vistana common stock in the Distribution will receive in the Merger will equal $[    ·    ] in the aggregate and $[    ·    ] per share of Starwood common stock they own on the record date for the Distribution. However, any change in the market value of ILG common stock or the number of shares of Starwood common stock outstanding and entitled to receive Vistana common stock in the Distribution will cause the estimated per share value Starwood stockholders will receive in the Merger to change. Also, those Starwood stockholders entitled to shares of Vistana common stock in the Distribution who would otherwise receive a fractional share of ILG common stock in the Merger may receive a different per share value with respect to fractional shares when those fractional shares are sold on the NASDAQ by the distribution agent. See "The Transaction Agreements—The Merger Agreement—Merger Consideration."

Q:
Has Starwood set a record date for the Distribution?

A:
No. Starwood will publicly announce the record date for the Distribution when the record date has been determined. This announcement will be made prior to the completion of the Separation, the Distribution and the Merger.

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Q:
What will happen to the shares of Starwood common stock owned by Starwood stockholders?

A:
Holders of Starwood common stock will retain all of their shares of Starwood common stock.

Q:
How will shares of ILG common stock be distributed to Starwood stockholders?

A:
Holders of Starwood common stock on the record date for the Distribution will receive at the closing of the Merger shares of ILG common stock in book-entry form in exchange for the shares of Vistana common stock they received in the Distribution. Starwood stockholders of record will receive additional information from ILG's transfer agent shortly after the closing of the Merger. Beneficial holders will receive information from their brokerage firms or other nominees.

Q:
Will Starwood stockholders who sell their shares of Starwood common stock shortly before the completion of the Distribution and the Merger still be entitled to receive shares of ILG common stock with respect to the shares of Starwood common stock that were sold?

A:
It is currently expected that beginning two business days before the record date to be established for the Distribution, and continuing through the business day immediately preceding the closing date of the Merger (or continuing through the closing date if the Merger closes after the close of trading in Starwood common stock and ILG common stock on the NYSE and NASDAQ, respectively, on the closing date), there will be two markets in Starwood common stock on the NYSE: a "regular way" market and an "ex-distribution" market.

    If a Starwood stockholder sells shares of Starwood common stock in the "regular way" market under the ticker symbol "HOT" during this time period, that Starwood stockholder will be selling both his shares of Starwood common stock and the right (represented by a "due-bill") to receive shares of Vistana common stock that will be converted into shares of ILG common stock, and cash in lieu of fractional shares (if any), at the closing of the Merger. Starwood stockholders should consult their brokers before selling their shares of Starwood common stock in the "regular way" market during this time period to be sure they understand the effect of the NYSE "due-bill" procedures. The "due-bill" process is not managed, operated or controlled by Starwood or ILG.

    If a Starwood stockholder sells shares of Starwood common stock in the "ex-distribution" market during this time period, that Starwood stockholder will be selling only his shares of Starwood common stock, and will retain the right to receive shares of Vistana common stock that will be converted into shares of ILG common stock, and cash in lieu of fractional shares (if any), at the closing of the Merger. It is currently expected that "ex-distribution" trades of Starwood common stock will settle within three business days after the closing date of the Merger and that if the Merger is not completed all trades in this "ex-distribution" market will be cancelled.

    After the closing date of the Merger, shares of Starwood common stock will no longer trade in this "ex-distribution" market, and shares of Starwood common stock that are sold in the "regular way" market will no longer reflect the right to receive shares of Vistana common stock that will be converted into shares of ILG common stock, and cash in lieu of fractional shares (if any), at the closing of the Merger.

Q:
How may Starwood stockholders sell the shares of ILG common stock which they are entitled to receive in the Merger prior to receiving those shares of ILG common stock?

A:
It is currently expected that beginning two business days before the record date to be established for the Distribution, and continuing through the business day immediately preceding the closing date of the Merger (or continuing through the closing date if the Merger closes after the close of trading in Starwood common stock and ILG common stock on the NASDAQ on the closing date),

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    there will be two markets in ILG common stock on the NASDAQ: a "regular way" market and a "when issued" market.

    The "regular way" market will be the regular trading market for issued shares of ILG common stock under the ticker symbol "IILG."

    The "when issued" market will be a market for the shares of ILG common stock that will be issued at the closing of the Merger to Starwood stockholders entitled to shares of Vistana common stock in the Distribution. If a Starwood stockholder sells shares of ILG common stock in the "when issued" market during this time period, that Starwood stockholder will be required to deliver the number of shares of ILG common stock so sold in settlement of the sale after ILG common stock is issued upon completion of the Merger. It is currently expected that "when issued" trades of ILG common stock will settle within five business days after the closing date of the Merger and that if the Merger is not completed, all trades in this "when issued" market will be canceled. After the closing date of the Merger, shares of ILG common stock will no longer trade in this "when issued" market.

Q:
Are Starwood stockholders required to do anything?

A:
Starwood stockholders are not required to take any action to approve the Separation, the Distribution or the Merger. However, Starwood stockholders should carefully read this proxy statement/prospectus, which contains important information about the Separation, the Distribution, the Merger, Vistana and ILG. After the Merger, ILG will cause its transfer agent to mail to holders of Starwood common stock who are entitled to receive shares of ILG common stock book-entry statements evidencing their ownership of ILG common stock, cash payments in lieu of fractional shares (if any) and related tax information, and other information regarding their receipt of shares of ILG common stock in exchange for the shares of Vistana common stock they received in the Distribution.

    STARWOOD STOCKHOLDERS WILL NOT BE REQUIRED TO SURRENDER THEIR SHARES OF STARWOOD COMMON STOCK IN THE SEPARATION, THE DISTRIBUTION OR THE MERGER, AND THEY SHOULD NOT RETURN THEIR STARWOOD STOCK CERTIFICATES. THE SEPARATION, THE DISTRIBUTION AND THE MERGER WILL NOT RESULT IN ANY CHANGE FOLLOWING THE MERGER IN STARWOOD STOCKHOLDERS' OWNERSHIP OF STARWOOD COMMON STOCK THAT SUCH STOCKHOLDERS HELD IMMEDIATELY PRIOR TO THE MERGER.

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SUMMARY

        This summary, together with the sections titled "Questions and Answers About the Transactions," "Questions and Answers for ILG Stockholders" and "Questions and Answers for Starwood Stockholders" immediately preceding this summary, provide a summary of the material terms of the Separation, the Distribution and the Merger. These sections highlight selected information contained in this proxy statement/prospectus and may not include all the information that is important to you. To better understand the proposed Separation, the Distribution and the Merger, and the risks related to the Transactions, and for a more complete description of the legal terms of the Separation, the Distribution and the Merger, you should read this entire proxy statement/prospectus carefully, including the annexes, as well as those additional documents to which we refer you. See also "Where You Can Find Additional Information."

The Companies (Page 147)

Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

        ILG, a Delaware corporation, became an independent, publicly traded company in August 2008, following its spin-off from IAC/InterActiveCorp. ILG is a leading global provider of non-traditional lodging, with a portfolio of leisure businesses that range from vacation exchange and rental to vacation ownership. ILG operates an exchange and rental segment as well as a vacation ownership segment. The exchange and rental segment operates under Interval International and Trading Places International to offer vacation exchange and travel-related products worldwide. In addition, the exchange and rental segment includes the Hyatt Residence Club, which provides exchanges among Hyatt Vacation Ownership branded resorts and through the Hyatt® Gold Passport program, as well as Aqua-Aston Hospitality, which provides hotel and condominium rentals and resort management. ILG's vacation ownership segment provides management services to timeshare resorts and clubs, as well as homeowners associations. Hyatt Vacation Ownership, also sells, markets and finances vacation ownership interests.

Iris Merger Sub, Inc.
c/o Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

        Iris Merger Sub, Inc., which we refer to as Merger Sub, is a direct, wholly owned subsidiary of ILG. Merger Sub was organized in the State of Delaware on October 26, 2015 for the purposes of merging with and into Vistana in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement. For more information on Merger Sub, see "Information About Merger Sub and ILG."

Starwood Hotels & Resorts Worldwide, Inc.
One StarPoint
Stamford, Connecticut 06902
(203) 964-6000

        Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with approximately 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,

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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®).

Vistana Signature Experiences, Inc.
c/o Starwood Hotels & Resorts Worldwide, Inc.
One StarPoint
Stamford, Connecticut 06902
(203) 964-6000

        Vistana Signature Experiences, Inc., which we refer to as Vistana, is a recently formed corporation, organized in the State of Delaware on June 10, 2015, that is currently a direct, wholly owned subsidiary of Starwood and will hold the Vistana Vacation Ownership Business at the time of the Distribution. In connection with the Separation, Starwood will cause certain assets and liabilities to be (a) sold directly to ILG Subsidiary Buyer or (b) otherwise conveyed pursuant to an internal restructuring to Vistana and entities that will become subsidiaries of Vistana, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses, and will then distribute all of the shares of Vistana common stock pro rata to Starwood stockholders entitled to shares of Vistana common stock in the Distribution. ILG, Starwood and Vistana will effect the Transactions through a Reverse Morris Trust transaction structure. A Reverse Morris Trust transaction structure generally involves the spin-off or split-off of a subsidiary, usually by means of a distribution of, or an exchange offer for, common stock of such subsidiary, by the subsidiary's parent company to its stockholders, and the immediately subsequent merger or other combination of the subsidiary with a third party. The first step of the Reverse Morris Trust transaction will be the distribution of all of the stock of Vistana, through a dividend to the Starwood stockholders that is intended to qualify under Section 355 of the Code. The second step will be the acquisition of Vistana by ILG in a stock-for-stock merger transaction that is intended to qualify as a tax-free reorganization under Section 368 of the Code. The Starwood stockholders should not recognize any gain or loss for U.S. federal income tax purposes on the Distribution and Merger, other than with respect to any cash received in lieu of a fractional share of ILG common stock, if the transaction structure meets the applicable requirements under the Code. In addition, the ILG stockholders should not recognize any gain or loss for U.S. federal income tax purposes on the Distribution and the Merger. For more information regarding the U.S. federal income tax consequences of the Distribution and Merger, see "U.S. Federal Income Tax Consequences of the Distribution and Merger," beginning on page 102.

        The Vistana Vacation Ownership Business currently operates within Starwood and through certain subsidiaries of Starwood. The Vistana Vacation Ownership Business operates vacation ownership resorts and fractional-residential properties throughout the United States, Mexico and the Caribbean under some of the hospitality industry's most recognized brands, including the Westin® and Sheraton® brands. Vistana and its affiliates will also own the Transferred Properties after the Separation.

        In connection with the Separation and the Distribution, ILG, Vistana and Starwood have entered or will enter into a number of agreements that will govern the relationship between ILG, Vistana and Starwood following the Distribution. Starwood will not retain any ownership interest in Vistana following the Distribution. Later in this proxy statement/prospectus, the Vistana Vacation Ownership Business that will be separated from Starwood will be described in detail. Following the Merger, Vistana will become a wholly owned subsidiary of ILG.

        For more information on Vistana and the Vistana Vacation Ownership Business, see "Information About The Vistana Vacation Ownership Business."

The Transactions (See "The Transactions" beginning on page 68)

        On October 28, 2015, ILG and Starwood announced that they had entered into a Merger Agreement pursuant to which ILG will acquire the spun-off Vistana Vacation Ownership Business

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through the Merger on the terms and conditions set forth therein. As a result of and immediately following the transactions contemplated by the Merger Agreement, Starwood stockholders as of the record date of the Distribution entitled to shares of Vistana common stock in the Distribution will own approximately 55% of ILG common stock after the Merger and current ILG stockholders will own approximately 45% of ILG common stock after the Merger in each case on a fully diluted basis. Starwood stockholders will retain the shares of Starwood common stock that they held prior to the Merger.

        In connection with the Transactions, ILG, Starwood and Vistana have entered into a Separation Agreement to effect the Separation and Distribution and have or will enter into several other agreements to provide a framework for their relationship after the Distribution. These agreements provide for the allocation between Starwood, on the one hand, and Vistana and ILG, on the other hand, of certain assets, liabilities and obligations related to the Vistana Vacation Ownership Business and will govern the relationship between Starwood, Vistana and ILG after the Distribution (including with respect to employee matters, intellectual property rights, data access and tax matters). In connection with the transactions contemplated by the Separation Agreement, Vistana and Starwood will also enter into (1) a Transition Services Agreement, which will provide for, among other things, the provision of certain transition services by Starwood to Vistana, (2) a Tax Matters Agreement, which will provide for, among other things, the allocation between Starwood, on the one hand, and Vistana and ILG, on the other hand, of certain tax assets and obligations, (3) a License Agreement, which will grant Vistana a limited exclusive license to use Starwood's Westin®, and Sheraton®, marks in connection with the Vistana Vacation Ownership Business and its exclusive right to use specified St. Regis® and the Luxury Collection® marks in connection with existing fractional properties that are part of the Vistana Vacation Ownership Business and an associated Noncompetition Agreement containing covenants of Starwood and Vistana not to compete with respect to the vacation ownership and hotel lodging and franchising businesses, respectively, and (4) certain commercial and operating agreements, which will provide for, among other things, the operation of five U.S. and Mexican hotels previously owned by Starwood that will be sold directly to ILG Subsidiary Buyer or otherwise transferred pursuant to an internal restructuring to Vistana and entities that will become subsidiaries of Vistana as part of the Separation and managed by Starwood as they are converted, in whole or in part, into vacation ownership properties and become managed by Vistana.

        ILG, Merger Sub, Starwood and Vistana also entered into an Employee Matters Agreement.

        For a more complete discussion of the agreements related to the Transactions, see "The Transaction Agreements" and "Additional Agreements Related to the Separation, the Distribution and the Merger."

    Overview (See "The Transactions—Transaction Sequence" beginning on page 68)

        Below is a step-by-step list illustrating the sequence of material events relating to the Separation, the Distribution and the Merger:

            Step 1: Starwood and certain Starwood subsidiaries will engage in a series of transactions in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses pursuant to which (a) certain assets and liabilities not currently owned by Vistana and its subsidiaries will be (i) sold directly to ILG Subsidiary Buyer or (ii) otherwise transferred pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries and (b) certain assets and liabilities currently owned by entities that will become Vistana subsidiaries will be transferred to subsidiaries of Starwood. We refer to the conveyance of specified assets and liabilities related to the Vistana Vacation Ownership Business to Vistana as the Contribution.

        In particular, the Vistana Vacation Ownership Business will include:

    the legal entities containing the majority of Starwood's legacy vacation ownership business;

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    the legal entity operating the Vistana Vacation Ownership Business's internal timeshare points-based exchange, which provides its owners the flexibility to vacation at any resort within its vacation ownership network and the ability to convert their annual occupancy rights into Starpoints to redeem for stays within Starwood's approximately 1,300 worldwide hotel and resort properties that participate in the SPG Program;

    the legal entities owning and operating The Westin St. John Resort and Villas located in the U.S. Virgin Islands. The resort's operations have historically been included in Starwood's vacation ownership business since January 1, 2013, and have been included in all historical periods of Vistana's combined financial statements; and

    the legal entities owning and operating the Transferred Properties that are being transferred to the Vistana Vacation Ownership Business for conversion, in whole or in part, to vacation ownership inventory over time. These properties include: Sheraton Kauai Resort; Sheraton Steamboat Resort; The Westin Resort & Spa, Cancun; The Westin Resort & Spa, Puerto Vallarta; and The Westin Resort & Spa, Los Cabos. The vacation ownership portion of Sheraton Steamboat Resort is currently included within Starwood's vacation ownership business; Vistana is obtaining the hotel associated with the resort.

      Hoteles Cancún K20, S. de R.L. de C.V., Hoteles Vallarta 205, S. de R.L. de C.V., and Hoteles Cabos K22.5, S. de R.L. de C.V., the legal entities owning and operating The Westin Resort & Spa, Cancún, The Westin Resort & Spa, Puerto Vallarta, and The Westin Resort & Spa, Los Cabos, and associated legal entities Empresa de Servicios Cancún S.A. de C.V., Empresa de Servicios K20 Cancún, S. de R.L. de C.V., Turistica Cancún S. de R.L. de C.V. and Empresa de Servicios Los Cabos S.A. de C.V., are expected to be sold directly to ILG Subsidiary Buyer. In addition, Westin St. John Hotel Company, Inc., the legal entity that, together with its subsidiaries, owns and operates The Westin St. John Resort and Villas, and/or all or a portion of a note receivable owned by Westin St. John Hotel Company, Inc. may be sold directly to ILG Subsidiary Buyer depending on the amount of the estimated Distribution Date Payment.

        The assets associated with these legal entities are the assets related to the operation of the applicable portion of the Vistana Vacation Ownership Business, including the Transferred Properties. The liabilities and obligations associated with these legal entities are liabilities and obligations incurred in the ordinary course of business or otherwise disclosed in the Vistana financial statements and corresponding notes.

        Following an internal restructuring at Starwood, the only assets that are currently part of Starwood's vacation ownership business that Vistana will not own are the following assets:

    the legal entities holding ownership interests in property in Aruba, consisting primarily of land held for development;

    certain land adjoining The Westin Mission Hills Resort; and

    the entity that developed The St. Regis® Bal Harbour and marketed and sold the residential units in the project, which currently represents Starwood's residential segment.

            Step 2: In exchange for the sale of certain assets and liabilities to ILG Subsidiary Buyer in Step 1, ILG Subsidiary Buyer will pay the Asset Purchase Price to the applicable Starwood subsidiary seller(s).

            Step 3: In exchange for the Contribution in Step 1, Vistana will issue shares of Vistana common stock to Starwood and, if the Distribution Date Payment exceeds the Asset Purchase Price, Vistana will make a distribution to Starwood in an amount equal to such excess.

            Step 4: Immediately upon the completion of Step 3, Starwood will effect the Distribution by distributing on a pro rata basis all of the shares of Vistana common stock it holds to Starwood

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      stockholders entitled to shares of Vistana common stock in the Distribution as of the record date for the Distribution. Such shares of Vistana common stock will be delivered to the distribution agent, who will hold such shares for the benefit of Starwood stockholders.

            Step 5: Immediately following the Distribution, Merger Sub will merge with and into Vistana with Vistana being the surviving corporation of the Merger as a wholly owned subsidiary of ILG. In the Merger, the shares of Vistana common stock held by the distribution agent for the benefit of Starwood stockholders will be automatically converted into a number of shares of ILG common stock such that Starwood stockholders will collectively own approximately 55% of the shares of ILG common stock after the Merger, and ILG stockholders immediately prior to the Merger will collectively own approximately 45% of the shares of ILG common stock after the Merger, in each case, on a fully diluted basis.

            Step 6: ILG's transfer agent will distribute to Starwood stockholders entitled to shares of Vistana common stock in the Distribution shares of ILG common stock in the form of a book-entry authorization and cash in lieu of fractional shares in accordance with the terms of the Separation Agreement and the Merger Agreement.

        Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure, the corporate structure immediately following the Separation and the Distribution but before the Merger, and the corporate structure immediately following the consummation of the Merger.

Existing Structure   Structure Following the Separation and the
Distribution but Before the Merger1


GRAPHIC

 


GRAPHIC

   


1
Certain assets of the Vistana Vacation Ownership Business will be sold directly to ILG Subsidiary Buyer as described in "Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" beginning on page 125.

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Structure Following the Merger

GRAPHIC

    The Separation and the Distribution (See "The Transactions—The Separation and Distribution" beginning on page 70)

    Pursuant to and in accordance with the terms and conditions of the Separation Agreement, Starwood and certain subsidiaries of Starwood will engage in a series of transactions in which certain assets and liabilities not currently owned by Vistana and its subsidiaries will be (a) sold directly to ILG Subsidiary Buyer or (b) otherwise conveyed pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses. Vistana is currently a wholly owned subsidiary of Starwood that was formed on June 10, 2015, in connection with the planned spin-off of the Vistana Vacation Ownership Business from Starwood.

      We refer to the conveyance of specified assets and liabilities related to the Vistana Vacation Ownership Business to Vistana as the Contribution. In consideration for the Contribution, Vistana will issue to Starwood shares of Vistana common stock.

      In consideration for the sale to ILG Subsidiary Buyer, ILG Subsidiary Buyer will pay the Asset Purchase Price to the applicable Starwood subsidiary seller(s). Each of the Distribution Date Payment and the Asset Purchase Price are distinct from the other, though the payment of the Asset Purchase Price by ILG Subsidiary Buyer to any Starwood subsidiary seller(s) results in a corresponding reduction in the amount of the Distribution Date Payment required to be paid by Vistana to Starwood. Therefore, if the Asset Purchase Price is less than the Distribution Date Payment, Vistana will distribute an amount equal to the shortfall to Starwood. Further, if the Asset Purchase Price is greater than the Distribution Date Payment, Starwood will contribute an amount equal to the excess to Vistana. Except as contemplated in the three immediately preceding sentences and except for any payment that may be required in connection with the post-closing adjustment for any difference between the actual and estimated amounts included in the calculation of the Distribution Date Payment as of the closing, no other payment will be required in respect of the Distribution Date Payment. The specific assets and liabilities to be sold directly to ILG Subsidiary Buyer will be finally determined prior to the Distribution Date based on the estimated amount of the Distribution Date Payment, a statement of which is required to be delivered by Starwood to ILG prior to the anticipated Distribution Date.

      The specific assets and liabilities that may be sold directly to ILG Subsidiary Buyer are described in ``Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" on page 125. To the extent that any of the assets and liabilities comprising the Vistana Vacation Ownership Business (including any of the assets and liabilities that may be sold directly to ILG

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      Subsidiary Buyer) are not sold directly to ILG Subsidiary Buyer, they will be conveyed to Vistana and entities that will become Vistana subsidiaries pursuant to the internal restructuring transactions (including the Contribution).

      After the Separation, Starwood will distribute all of the shares of Vistana common stock it holds to Starwood stockholders entitled to shares of Vistana common stock in the Distribution as of the record date of the Distribution on a pro rata basis. As of the date of this proxy statement/prospectus, Starwood's Board of Directors, which we refer to as the Starwood Board of Directors or the Starwood Board, has not set a record date for the Distribution. Starwood will publicly announce the record date for the Distribution when the record date has been determined. This announcement will be made prior to the completion of the Separation, the Distribution and the Merger.

      Starwood will effect the Distribution by delivering the shares of Vistana common stock to the distribution agent. The distribution agent will hold such shares for the benefit of Starwood stockholders that are entitled to the Vistana common stock in the Distribution and pending the effective time of the Merger. After the Distribution, Starwood will not own any shares of Vistana common stock.

    Conditions to the Separation and the Distribution (See "The Transaction Agreements—The Separation Agreement—Conditions to the Distribution" beginning on page 130)

      Starwood's obligation to effect the Distribution is subject to the satisfaction, or waiver, of the following conditions:

      ILG having caused ILG Subsidiary Buyer to pay the Asset Purchase Price and ILG Subsidiary Buyer having received all of the right, title and interest in, to and under the assets and liabilities purchased in exchange for the Asset Purchase Price;

      Vistana having made a distribution, if applicable, in an amount equal to the Distribution Date Payment less the Asset Purchase Price;

      Each of ILG, Starwood and Vistana having complied (or having caused its applicable subsidiaries to comply) in all material respects with its respective obligations (other than the obligations described above) in connection with the purchase and sale of certain assets and liabilities in exchange for the Asset Purchase Price, in each case, pursuant to and in accordance with the Separation Agreement;

      Starwood and Vistana having prepared and mailed to holders of record of Starwood common stock on the record date for the Distribution any information concerning Vistana that Starwood determines is required by law; and

      ILG, Merger Sub, Starwood and Vistana having irrevocably confirmed that the conditions precedent to their effecting the Merger have been satisfied or waived (other than the consummation of the Distribution and the conditions that by their terms are to be satisfied at the effective time of the Merger, but subject to the satisfaction or waiver of such conditions) and the Merger will be consummated immediately following the Distribution on the date of the Distribution.
    The Merger; Merger Consideration (See "The Transactions—The Merger" beginning on page 71)

      Pursuant to and in accordance with the terms and conditions of the Merger Agreement, immediately after the Distribution, Merger Sub will merge with and into Vistana. Vistana will survive the Merger as a wholly owned subsidiary of ILG. After the Merger, ILG will continue to be a separately traded public company and will own and operate the combined businesses of ILG and the Vistana Vacation Ownership Business.

      At the effective time of the Merger, each issued and outstanding share of Vistana common stock (except for such shares held as treasury stock or by ILG, which will be cancelled) will be automatically converted into a number of shares of ILG common stock equal to the exchange ratio provided for in the Merger Agreement. As a result of the Merger, ILG's transfer agent will

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      distribute to Starwood stockholders that received Vistana common stock in the Distribution, in lieu of shares of Vistana common stock, shares of ILG common stock that the shares of Vistana common stock automatically converted into at the effective time of the Merger and cash in lieu of fractional shares (if any). Holders of Starwood common stock entitled to shares of Vistana common stock in the Distribution will not be required to pay for the shares of ILG common stock they receive in the Merger and will also retain all of the shares of Starwood common stock they held prior to the Merger.

      The Merger Agreement provides that the exchange ratio is equal to 72,371,970 divided by the number of shares of Vistana common stock issued and outstanding immediately prior to the effective time of the Merger. The exchange ratio is subject to a true-up mechanism that will only apply if the percentage of outstanding shares of ILG common stock after the Merger to be owned by Starwood stockholders entitled to shares of Vistana common stock in the Distribution would be less than 50.5% of all outstanding ILG common stock after the Merger, in which case the exchange ratio would be adjusted such that Starwood stockholders entitled to shares of Vistana common stock in the Distribution would receive the number of shares of ILG common stock that would represent 50.5% of the outstanding shares of ILG common stock after the Merger. The exchange ratio is structured so that when the Merger is completed, Starwood stockholders entitled to shares of Vistana common stock in the Distribution will collectively own approximately 55% of the shares of common stock of ILG after the Merger, and ILG stockholders immediately prior to the Merger will collectively own approximately 45%, of the shares of common stock of ILG after the Merger, in each case, on a fully diluted basis. No fractional shares of ILG common stock will be issued to Starwood stockholders in the Merger. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds, net of any of the distribution agent's fees, from the sales pro rata to each holder who would otherwise have been entitled to receive a fractional share in the Merger. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient stockholders as described in "The Transactions—Calculation of Merger Consideration" and "U.S. Federal Income Tax Consequences of the Distribution and Merger—The Merger."

      It is currently estimated, based on the assumptions described under the heading "The Transactions—Calculation of Merger Consideration," that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will be entitled to receive approximately [    ·    ] shares of ILG common stock for every one share of Starwood common stock that they own as of the record date for the Distribution. However, this amount will be finally determined at the effective time of the Merger based on the number of shares of Starwood common stock outstanding immediately prior to the Distribution that are entitled to shares of Vistana common stock in the Distribution. Therefore, the actual number of shares of ILG common stock that Starwood stockholders are entitled to receive for each share of Vistana common stock will change if the number of shares of Starwood common stock outstanding changes because of any increase or decrease in share amounts for any reason. We do not expect the number calculated above to change significantly because we do not expect that the number of shares of Starwood common stock that will be entitled to shares of Vistana common stock in the Distribution will change significantly. See "The Transactions—Calculation of Merger Consideration."

    Conditions to the Merger (See "The Transaction Agreements—The Merger Agreement—Conditions to the Merger" beginning on page 120)

      As more fully described in this proxy statement/prospectus and in the Merger Agreement, each of ILG's, Merger Sub's, Starwood's and Vistana's obligations to effect the Merger is subject to the satisfaction, or to the extent permitted by law or by waiver by ILG and Starwood of the following conditions, which we refer to as the Joint Conditions to the Merger:

      the consummation of the Separation and Distribution in accordance with the Separation Agreement;

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      the expiration or termination of any applicable waiting period under the HSR Act (which condition has been satisfied), and the receipt of clearance from the Mexican Federal Economic Competition Commission, or the expiration or termination of the statutory waiting period applicable under the Mexican Federal Law on Economic Competition regarding the transactions contemplated by the Merger Agreement;

      the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the absence of any stop order or proceedings seeking a stop order;

      the effectiveness of the registration on Form 10 to be filed by Starwood with respect to the registration of shares of Vistana common stock to be distributed pursuant to the Distribution and the absence of any stop order or proceedings seeking a stop order;

      the receipt of all necessary permits, consents and authorizations under applicable securities laws for the Share Issuance and trading of shares issued pursuant thereto on the NASDAQ;

      the approval for listing on the NASDAQ of the shares of ILG common stock to be issued in the Share Issuance (which condition has been satisfied);

      the approval by ILG's stockholders of the Share Issuance; and

      the absence of any law or other action by a court of competent jurisdiction or other governmental authority that is in effect and restrains, enjoins or prohibits the Separation, the Distribution or the Merger.

      Starwood's and Vistana's obligation to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver by Starwood of the following additional conditions:

      the performance or compliance in all material respects by ILG of all obligations and covenants under the Merger Agreement required to be performed or complied with by it on or prior to the effective time of the Merger;

      the truth and correctness in all material respects of ILG's representations and warranties with respect to organization and authorization as of the date of the Merger Agreement and as of the closing date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

      the truth and correctness in all respects of ILG's representations and warranties with respect to the capital stock of ILG, the absence of a "material adverse effect" with respect to ILG and receipt of board approval as of the date of the Merger Agreement and as of the date of the Merger (except that the truth and correctness representation and warranty with respect to the capitalization of ILG may have de minimis deviations from the "in all respects" standard and except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

      the truth and correctness in all respects of all other representations and warranties made by ILG in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date), except as would not have a material adverse effect;

      the receipt by Starwood of a certificate, dated as of the closing date of the Merger, signed by a senior officer of ILG certifying the satisfaction by ILG of the conditions described in the immediately preceding four bullets; and

      the entry by ILG and Merger Sub into all applicable other transaction documents contemplated by the Merger Agreement, which we refer to as the Transaction Documents,

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        and the performance in all material respects of all covenants thereunder required to be performed or complied with prior to the effective time of the Merger.

      ILG's and Merger Sub's obligation to effect the Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver by ILG of the following additional conditions:

      the performance or compliance in all material respects by Starwood and Vistana of all obligations and covenants under the Merger Agreement required to be performed or complied with by them on or prior to the effective time of the Merger;

      the truth and correctness in all material respects of Starwood's representations and warranties and representations and warranties relating to Vistana with respect to organization, authorization and brokers' fees as of the date of the Merger Agreement and as of the closing date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

      the truth and correctness in all respects of Starwood's representations and warranties with respect to Vistana capital stock, the absence of a "material adverse effect" with respect to Vistana and receipt of board and stockholder approval as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

      the truth and correctness in all respects of all other representations and warranties made by Starwood in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date), except as would not have a material adverse effect;

      the receipt by ILG of a certificate, dated as of the closing date of the Merger, signed by a senior officer of Starwood certifying the satisfaction by Starwood and Vistana of the conditions described in the immediately preceding four bullets; and

      the entry by Starwood and Vistana into all applicable other Transaction Documents and the performance in all material respects of all covenants thereunder required to be performed or complied with prior to the effective time of the Merger.

    Voting by ILG Directors and Executive Officers (See "The ILG Special Meeting—Voting by ILG Directors and Executive Officers" beginning on page 66)

      At the close of business on the record date for ILG's special meeting, ILG directors and executive officers and their affiliates were entitled to vote approximately 4% of the shares of ILG common stock outstanding on the record date. In addition, ILG's chief executive officer, chief operating officer and chief financial officer, who collectively hold approximately 2% of the outstanding ILG common stock, each entered into voting and support agreements with ILG and Starwood in connection with the Merger Agreement in which they agreed to vote all shares of ILG common stock held by them in favor of the Share Issuance (see "Additional Agreements Related to the Separation, the Distribution and the Merger—Voting Agreements" beginning on page 146). ILG currently expects that all ILG directors and executive officers will vote their shares in favor of both the Share Issuance and meeting adjournment proposals.

      In addition, Liberty and Liberty Holdings, which beneficially own approximately 29% of the issued and outstanding ILG common stock, also entered into a voting and support agreement with ILG and Starwood pursuant to which they have agreed to vote all such shares of ILG common stock in favor of the Share Issuance (see "Additional Agreements Related to the Separation, the Distribution and the Merger—Voting Agreements" beginning on page 146).

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      No vote of Starwood stockholders is required in connection with the Transactions, and the only vote required with respect to Vistana is by Starwood as its sole stockholder, which stockholder approval was obtained on October 27, 2015. No directors, executive officers or affiliates of Vistana or Starwood will have voting rights in connection with the Transactions with respect to their ownership of any Starwood common stock or Vistana common stock.

    Opinion of Financial Advisor to ILG (See "The Transactions—Opinion of ILG's Financial Advisor" beginning on page 90)

      On October 27, 2015, the ILG Board of Directors received an oral opinion (subsequently confirmed in writing) from Moelis & Company LLC, which we refer to as Moelis, that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the exchange ratio in the Merger was fair to ILG. The full text of Moelis's written opinion, dated as of October 27, 2015, is attached as Annex A to this proxy statement/prospectus and incorporated into this document by reference. Moelis's written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Moelis in rendering its opinion. The summary of Moelis's written opinion is qualified in its entirety by reference to the full text of the opinion. Moelis's opinion was addressed to ILG's Board of Directors for its use in connection with its evaluation of the Transactions. Moelis's opinion relates only to the fairness, from a financial point of view, to ILG of the exchange ratio and does not constitute a recommendation to any stockholder of ILG as to how such stockholder should vote or act with respect to the Share Issuance or any other matter. You are urged to read the opinion of Moelis carefully and in its entirety.

    Board of Directors and Management of ILG and Vistana After the Merger (See "Information about Merger Sub and ILG—Directors and Executive Officers of ILG Before and After the Merger" beginning on page 152)

      Prior to the effective time of the Merger, the ILG Board of Directors shall take all action necessary such that, at the effective time of the Merger, the ILG Board of Directors will consist of thirteen members. The directors of ILG following the closing of the Merger are expected to be nine of the eleven directors of ILG immediately prior to the closing of the Merger in addition to four directors selected by Starwood (and reasonably satisfactory to the nominating committee of ILG), who will be appointed by the ILG Board of Directors effective as of the effective time of the Merger. Liberty has agreed that one of its director designees will resign from the ILG Board of Directors in connection with the Transactions. The four directors designated by Starwood, or replacement individuals designated by Starwood, will be nominated and recommended for election to the ILG Board of Directors by the ILG Board of Directors at the next two annual meetings of ILG stockholders following the effective time of the Merger. The officers of ILG immediately prior to the Merger will continue to be the officers of ILG immediately following the effective time of the Merger.

      The directors of Merger Sub immediately prior to the closing of the Merger will be the initial directors of Vistana following the closing of the Merger. The officers of Vistana immediately following the effective time of the Merger will be comprised of current officers from ILG and entities comprising the Vistana Vacation Ownership Business.

    Interests of Certain Persons in the Merger

      Certain of ILG's directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of ILG's stockholders generally, including transaction bonuses. The members of the ILG Board of Directors were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Merger, and in recommending to ILG's stockholders that they vote to approve the Share Issuance.

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    Risk Factors (See "Risk Factors" beginning on page 37)

      ILG stockholders and Starwood stockholders should carefully consider the matters described in the section "Risk Factors," as well as other information included in this proxy statement/prospectus and the other documents to which they have been referred.

    Regulatory Approvals (See "The Transactions—Regulatory Approvals" beginning on page 100)

      Under the HSR Act and related rules, the Merger may not be completed until the parties have filed notification and report forms with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice, which we refer to as the Antitrust Division, and observed a specified statutory waiting period. ILG and Starwood filed the requisite notification and report forms with the Federal Trade Commission and Antitrust Division on November 25, 2015 and on December 10, 2015, early termination of the waiting period under the HSR Act was granted. In addition, the parties filed the required notification of concentration with the Mexican Federal Economic Competition Commission on December 18, 2015.

    Termination (See "The Transaction Agreements—The Merger Agreement—Termination" beginning on page 122)

      The Merger Agreement may be terminated at any time prior to the completion of the Merger by the mutual written consent of Starwood and ILG. In addition, subject to specified qualifications and exceptions, either Starwood or ILG may terminate the Merger Agreement at any time prior to the completion of the Merger if:

      the Merger has not occurred on or prior to October 27, 2016;

      any law has been promulgated, entered, enforced, enacted or issued or deemed applicable to the Merger or the transactions contemplated by the Merger Agreement by a governmental authority that permanently prohibits, restrains or makes illegal the Merger or the transactions contemplated by the Merger Agreement; or

      ILG's stockholders fail to approve the Share Issuance at the special meeting of ILG stockholders (including any adjournment or postponement thereof).

      In addition, subject to specified qualifications and exceptions, Starwood may terminate the Merger Agreement if:

      ILG has breached any representation, warranty, covenant or agreement of ILG contained in the Merger Agreement that would cause the Joint Conditions to the Merger or the conditions to Starwood's obligation to consummate the Merger not to be satisfied, and such breach is not cured by the earlier of 60 days after notice of the breach and October 27, 2016, or is incapable of cure prior to October 27, 2016;

      The ILG Board of Directors has withheld, withdrawn, modified or qualified or publicly proposed to withdraw, withhold, modify or qualify, in a manner adverse to Starwood or Vistana, the approval, determination of advisability or recommendation by the ILG Board of Directors of the Share Issuance, which we refer to as the ILG Board Recommendation, the ILG Board of Directors has made or permitted any director or executive officer to make any public statement in connection with the ILG special meeting that would reasonably be expected to have the same effect, or the ILG Board of Directors has approved, determined to be advisable, or recommended or publicly proposed to approve or determine to be advisable or recommend a competing acquisition proposal, each of the foregoing of which we refer to as a Change in Recommendation; or

      ILG has failed to comply with its obligations under the Merger Agreement relating to non-solicitation or to holding the ILG special meeting.

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      ILG, subject to specified qualifications and exceptions, may terminate the Merger Agreement if:

      Starwood or Vistana has breached any representation, warranty, covenant or agreement of Starwood or Vistana contained in the Merger Agreement, which breach (i) would result in any of the Joint Conditions to the Merger or any conditions to ILG's obligation to consummate the Merger not to be satisfied and (ii) is not cured by the earlier of 60 days after notice of the breach and October 27, 2016, or is incapable of cure prior to October 27, 2016; or

      the ILG Board of Directors or any committee thereof authorizes ILG's entry into a definitive agreement with respect to a superior acquisition proposal at any time prior to the ILG stockholder approval of the Share Issuance, and ILG concurrently enters into such agreement, in those circumstances where ILG is permitted to terminate the Merger Agreement and accept such superior acquisition proposal and, provided, that ILG pays to Starwood the termination fee described in "The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances."

    Termination Fees (See "The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances" beginning on page 123)

      The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, a termination fee of $40 million may be payable by ILG to Starwood. The circumstances under which ILG may be required to pay the termination fee include:

      if Starwood terminates the Merger Agreement following a Change in Recommendation by the ILG Board of Directors;

      if Starwood terminates the Merger Agreement after ILG has materially breached its obligations under the non-solicitation provisions of the Merger Agreement or its obligation to hold a special meeting of ILG stockholders to vote on the Share Issuance proposal;

      if ILG terminates the Merger Agreement to enter into a definitive written agreement with a third party that the ILG Board of Directors has determined, in good faith after consultation with its outside financial and legal advisors, taking into account the various legal, financial and regulatory aspects of the competing proposal, is reasonably likely to be consummated on a timely basis and is more favorable to the ILG stockholders, from a financial point of view, than the Merger. However, it is a condition of any such termination that ILG have paid the termination fee; and

      if (1) a competing acquisition proposal with respect to ILG is publicly made and not withdrawn five business days prior to specified events, (2) the Merger Agreement is terminated under any of the circumstances listed below and (3) ILG consummates, or enters into a definitive agreement with respect to and subsequently consummates, a competing acquisition proposal within twelve months of the termination of the Merger Agreement:

      in the event the Merger Agreement is terminated by either Starwood or ILG after the failure to obtain approval from ILG stockholders of the Share Issuance at the ILG special meeting;

      in the event the Merger Agreement is terminated by Starwood because the transactions contemplated by the Merger Agreement have not been consummated prior to October 27, 2016; or

      in the event the Merger Agreement is terminated by Starwood because ILG has committed an uncured or incurable breach of any representation, warranty, covenant or agreement in the Merger Agreement such that the conditions to the closing of the Merger would not be satisfied.

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      In other circumstances where a termination fee is not payable, the Merger Agreement provides that ILG must reimburse Starwood's out-of-pocket fees and expenses in connection with the Transaction in an amount up to $15 million in the event the Merger Agreement is terminated by either Starwood or ILG because ILG's stockholders do not approve the Share Issuance at the ILG special meeting, or up to $30 million in the event the Merger Agreement is terminated by Starwood as a result of an uncured or incurable breach of ILG's representations, warranties and covenants in the Merger Agreement that frustrates the conditions to the closing of the Merger. Starwood must reimburse ILG's expenses in an amount up to $30 million in the event the Merger Agreement is terminated by ILG as a result of an uncured breach of Starwood's representations, warranties and covenants in the Merger Agreement that frustrates the conditions to the closing of the Merger.

    Expenses (See "The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances" beginning on page 123)

      Except for expenses in connection with the termination of the Merger Agreement, which are discussed immediately above, and certain other specified fees and expenses that are to be shared equally by Starwood and ILG, the Merger Agreement provides that each party will pay all of its own fees and expenses.

    Certain Adjustments to Payments Pursuant to Separation Agreement (See "The Transaction Agreements—The Separation Agreement—Distribution Date Payment Adjustment" beginning on page 129)

      The Separation Agreement provides for an adjustment at closing to the $132 million cash payment to the extent that estimated capital spend for the Vistana Vacation Ownership Business for the period from October 1, 2015 through March 31, 2016 is greater or less than the target capital spend for such period as agreed among the parties. In addition, the $132 million cash payment is subject to a further adjustment to the extent that the actual amount of capital spend for the Vistana Vacation Ownership Business from April 1, 2016 through the date of the Distribution is greater or less than the total amount of operating cash flow of the Vistana Vacation Ownership Business during such period. The Distribution Date Payment is also subject to a post-closing adjustment for any difference between the actual and estimated amounts included in the calculation of the Distribution Date Payment as of the closing.

    U.S. Federal Income Tax Consequences of the Distribution and Merger (See "U.S. Federal Income Tax Consequences of the Distribution and Merger" beginning on page 102)

      ILG stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger. Starwood stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution or the Merger except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of ILG common stock.

    No Dissenters' or Appraisal Rights (See "The Transactions—Rights of Appraisal" beginning on page 101)

      Neither ILG nor Starwood stockholders have appraisal rights under Delaware law or Maryland law, as applicable, in connection with the Separation, the Distribution or the Merger.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ILG

        The following table sets forth summary historical financial data of ILG. The summary consolidated financial data as of December 31, 2015, 2014 and 2013, and for the three years ended December 31, 2015, 2014 and 2013 are derived from ILG's audited consolidated financial statements. ILG's consolidated financial statements for the years ended 2015, 2014 and 2013 were audited by Ernst & Young LLP, independent registered public accounting firm. The summary historical financial data below should be read in conjunction with the consolidated financial statements that are incorporated by reference in this document and their accompanying notes. See "Selected Historical Consolidated Financial Information of ILG" beginning on page 204.

 
  Year ended December 31,  
(Dollar amounts in millions,
except per share data)

  2015   2014   2013  

Statement of Income Data

                   

Total revenues

  $ 697   $ 614   $ 501  

Net income attributable to common stockholders

  $ 73   $ 79   $ 81  

Adjusted net income(1)

  $ 76   $ 80   $ 81  

Adjusted EBITDA(2)

  $ 185   $ 173   $ 166  

Earnings per Share

                   

Basic

  $ 1.28   $ 1.38   $ 1.42  

Diluted

  $ 1.26   $ 1.36   $ 1.40  

Adjusted Earnings per Share(3)

                   

Basic

  $ 1.33   $ 1.40   $ 1.42  

Diluted

  $ 1.32   $ 1.39   $ 1.41  

Dividends Declared

                   

Dividends declared per share of common stock

  $ 0.48   $ 0.44   $ 0.33  

Balance Sheet Data (as of end of period)

                   

Total assets

  $ 1,279   $ 1,324   $ 1,022  

Long-term debt, net of current portion

  $ 416   $ 484   $ 250  

(1)
Adjusted net income is defined as net income attributable to common stockholders, excluding, without duplication, the impact of (a) acquisition related and restructuring costs, (b) other non-operating foreign currency remeasurements, (c) the impact of the application of purchase accounting and (d) other special items. Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in the fourth quarter of 2014 and (3) the settlement of a certain legal proceeding in the second quarter of 2015.

Below is a reconciliation of adjusted net income for the periods presented:

 
  Year ended December 31,  
(Dollar amounts in millions,
except per share data)

  2015   2014   2013  

Net income attributable to common stockholders

  $ 73   $ 79   $ 81  

Acquisition related and restructuring costs

    8     7     4  

Other non-operating foreign currency remeasurements

    (4 )   (2 )   (1 )

Impact of purchase accounting

    1     2      

Other special items(a)

        (4 )   (3 )

Income tax impact of adjusting items(b)

    (2 )   (1 )    

Adjusted net income

  $ 76   $ 80   $ 81  

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  Year ended December 31,  
(Dollar amounts in millions,
except per share data)

  2015   2014   2013  

Adjusted earnings per share:

                   

Basic

  $ 1.33   $ 1.40   $ 1.42  

Diluted

  $ 1.32   $ 1.39   $ 1.41  

(a)
Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the settlement of a certain legal proceeding in the second quarter of 2015 and (3) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in the fourth quarter of 2014.

(b)
Tax rate utilized is the applicable effective tax rate for the period to the extent amounts are deductible.
(2)
"Adjusted EBITDA" is defined as net income attributable to common stockholders excluding, without duplication, if applicable: (a) non-operating interest income and interest expense, (b) income taxes, (c) depreciation expense, (d) amortization expense of intangibles, (e) non-cash compensation expense, (f) goodwill and asset impairments, (g) acquisition related and restructuring costs, (h) other non-operating income and expense, (i) the impact of the application of purchase accounting, (j) the deferral adjustment associated with percentage of completion accounting guidelines reflecting its impact on GAAP revenues and expenses, and (k) other special items described in footnote (a) below.


ILG's presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Below is a reconciliation of Adjusted EBITDA for the periods presented:

 
  Year ended December 31,  
(Dollar amounts in millions)
  2015   2014   2013  

Adjusted EBITDA

  $ 185   $ 173   $ 166  

Non-cash compensation expense

    (14 )   (11 )   (10 )

Other non-operating income (expense), net

    3     2      

Acquisition related and restructuring costs

    (8 )   (7 )   (4 )

Impact of purchase accounting

    (1 )   (2 )   N/A  

Special items(a)

        4     4  

Amortization expense of intangibles

    (14 )   (12 )   (8 )

Depreciation expense

    (17 )   (16 )   (15 )

Interest, net

    (20 )   (7 )   (6 )

Income tax provision

    (41 )   (45 )   (45 )

Net income attributable to common stockholders

  $ 73   $ 79   $ 81  

(a)
Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in the fourth quarter of 2014 and (3) the settlement of a certain legal proceeding in the second quarter of 2015.
(3)
Adjusted earnings per share is defined as adjusted net income divided by the weighted average number of shares of common stock outstanding during the period for basic EPS and, additionally, inclusive of dilutive securities for diluted EPS. The reconciliation of adjusted earnings per share for the periods presented is included in (1) above.

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SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION OF THE VISTANA VACATION OWNERSHIP BUSINESS

        The following table sets forth summary historical financial data of the Vistana Vacation Ownership Business. The summary combined financial data as of December 31, 2015 and 2014 and for the three years ended December 31, 2015, 2014 and 2013 are derived from the Vistana audited combined financial statements that are included on pages F-3 to F-41 in this proxy statement/prospectus. The Vistana combined financial statements for the years ended 2015, 2014 and 2013 were audited by Ernst &Young LLP, independent registered public accounting firm. The summary historical financial data below should be read in conjunction with the combined financial statements and related notes that are included in this proxy statement/prospectus on the pages noted above. See "Selected Historical Combined Financial Information of the Vistana Vacation Ownership Business" on page 203.

 
  Year ended December 31,  
(Dollar amounts in millions)
  2015   2014   2013  

Statement of Income Data

                   

Total revenues

  $ 923   $ 921   $ 1,152  

Income before income taxes

  $ 152   $ 127   $ 229  

Adjusted EBITDA(1)

  $ 193   $ 158   $ 152  

Balance sheet data (as of end of period)

                   

Total assets

  $ 1,618   $ 1,562   $ 1,574  

Securitized debt from VIEs

  $ 172   $ 249   $ 355  

(1)
The Vistana Vacation Ownership Business's Adjusted EBITDA, a financial measure that is not prescribed by GAAP, excludes the impact of non-operating interest expense, income taxes, depreciation expense, amortization expense of intangibles, non-cash compensation expense, restructuring credits/(charges), net, gain on asset dispositions and impairments, net, the deferral adjustment associated with percentage of completion accounting guidelines reflecting the impact on the Vistana Vacation Ownership Business GAAP revenues and expenses, and the operations of its residential business.

        Vistana's presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Below is a reconciliation of adjusted EBITDA for the periods presented:

 
  Year ended December 31,  
(Dollar amounts in millions)
  2015   2014   2013  

Adjusted EBITDA

  $ 193   $ 158   $ 152  

Non-cash compensation expense

    (4 )   (4 )   (4 )

Restructuring credits/(charges), net

    8         (1 )

Gain on asset dispositions and impairments, net

    4          

Residential segment earnings

        12     120  

Percentage of completion deferral adjustment

    (11 )   (1 )   (3 )

Depreciation and amortization

    (38 )   (38 )   (35 )

Income tax expense

    (37 )   (52 )   (90 )

Net income attributable to common stockholders

  $ 115   $ 75   $ 139  

        Adjusted EBITDA above does not reflect the impact of pro forma adjustments as described in "Unaudited Pro Forma Condensed Combined Financial Information" on page 205, including royalty fees and management fees. For 2015 and 2014, Adjusted EBITDA includes $11 million and $2 million, respectively, related to business interruption insurance proceeds as a result of the closure of The Westin Resort & Spa, Los Cabos due to Hurricane Odile in September 2014.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following table sets forth summary unaudited pro forma condensed combined financial information which combines the condensed consolidated financial information of ILG and the Vistana Vacation Ownership Business for the year ended December 31, 2015, after giving effect to the Merger and the other Transactions. The summary unaudited pro forma condensed combined financial information is derived from the unaudited pro forma condensed combined financial information, which are included elsewhere in this proxy statement/prospectus. The pro forma amounts in the table below are presented for illustrative purposes only and do not indicate what the financial position or the results of operations of the combined company would have been had the Merger and the other Transactions occurred as of the date or for the periods presented. The pro forma amounts also do not indicate what the financial position or future results of operations of the combined company will be. In the opinion of management of ILG, all adjustments considered necessary for a fair presentation have been included. No adjustment has been included in the pro forma amounts for any anticipated cost savings or other synergies that ILG expects to result from the Merger.

        This information is only a summary and should be read in conjunction with "Unaudited Pro Forma Combined Financial Information", "Selected Historical Combined Financial Information of the Vistana Vacation Ownership Business", "Selected Historical Consolidated Financial Information of ILG", "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Vistana Vacation Ownership Business" and the consolidated and condensed consolidated financial statements and related notes of ILG, which are incorporated by reference in this proxy statement/prospectus, and of the Vistana Vacation Ownership Business, which are included elsewhere in this proxy statement/prospectus.

        The unaudited pro forma condensed combined financial information was prepared using purchase accounting with ILG considered the acquirer for accounting purposes of the Vistana Vacation Ownership Business. Under purchase accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill. The unaudited pro forma purchase price allocation was based on a preliminary estimate of the fair values of the tangible and intangible assets and liabilities of the Vistana Vacation Ownership Business. Following the effective date of the Merger, ILG expects to complete the purchase price allocation after considering the fair value of the Vistana Vacation Ownership Business's assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. Accordingly, the unaudited pro forma purchase price allocations are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. The final purchase price allocation may be different than that reflected in the unaudited pro forma purchase price allocation presented herein, and this difference may be material.

        The tax amounts reflected in the unaudited pro forma condensed combined financial information are based on the assumption that the Distribution, followed by the Merger, are tax-free in accordance with the terms of the Merger Agreement. However, certain potential transactions may occur following the Merger that may cause the Distribution to be taxable to Starwood, in which case Starwood may make certain elections which would cause a step-up in the tax basis of the assets in Vistana to their fair market value. In this case, Vistana will receive a fair market value tax basis in such assets, rather than

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carryover tax basis, and will be required, under provisions of the Tax Matters Agreement, to pay Starwood for the associated tax benefit.

(Dollar amounts in millions,
except per share data)

  Pro Forma Combined
Year Ended
December 31, 2015
(Unaudited)
 

Statement of Income Data

       

Total revenues

  $ 1,607  

Net income attributable to common stockholders

  $ 153  

Adjusted net income(2)

  $ 161  

Adjusted EBITDA(1)

  $ 348  

Earnings per Share

       

Basic

  $ 1.17  

Diluted

  $ 1.17  

Adjusted earnings per share(2)

       

Basic

  $ 1.24  

Diluted

  $ 1.24  

Dividends Declared

       

Dividends declared per share of common stock

  $ 0.48  

Balance Sheet Data (as of December 31, 2015)

       

Total assets

  $ 3,191  

Long-term debt, net of current portion

    558  

Securitized debt from VIEs, net of current portion

    125  

(1)
Adjusted EBITDA is defined as net income attributable to common stockholders excluding, without duplication, if applicable: (1) non-operating interest income and interest expense, (2) income taxes, (3) depreciation expense, (4) amortization expense of intangibles, (5) non-cash compensation expense, (6) goodwill and asset impairments, (7) acquisition related and restructuring costs, (8) other non-operating income and expense, (9) the impact of the application of purchase accounting, (10) the deferral adjustment associated with percentage of completion accounting guidelines reflecting its impact on GAAP revenues and expenses, and (11) other special items. ILG's presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Below is a reconciliation of adjusted EBITDA for the period presented:

 
  Year ended
December 31, 2015
 
 
  (In millions)
 

Adjusted EBITDA

  $ 348  

Non-operating interest expense, net

    (19 )

Income taxes

    (54 )

Depreciation expense

    (59 )

Amortization expense of intangibles

    (23 )

Non-cash compensation expense

    (19 )

Acquisition related and restructuring costs

    7  

Other non-operating income, net

    7  

Impact of purchase accounting

    (24 )

Percentage of completion deferral adjustment

    (11 )

Pro forma net income attributable to common stockholders

  $ 153  

(2)
Adjusted net income is defined as net income attributable to common stockholders, excluding the impact of (a) acquisition related and restructuring costs, (b) other non-operating foreign currency remeasurements, (c) the impact of the application of purchase accounting, and (d) other special items.

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    Adjusted earnings per share is defined as adjusted net income divided by ILG historical basic and diluted weighted average shares outstanding for the period plus the 72,371,970 Share Issuance.

    Below is a reconciliation of adjusted net income and adjusted earnings per share for the period presented.

 
  Year ended
December 31, 2015
 
 
  (Dollars in millions,
except per share
data)

 

Pro forma net income attributable to common stockholders

  $ 153  

Acquisition related and restructuring costs

    (7 )

Other non-operating foreign currency remeasurements

    (4 )

Impact of purchase accounting

    24  

Income tax impact of adjusting items(a)

    (5 )

Adjusted pro forma net income attributable to common stockholders

  $ 161  

Adjusted earnings per share:

       

Basic

  $ 1.24  

Diluted

  $ 1.24  

Weighted average number of shares of common stock outstanding:

       

Basic

    1.30  

Diluted

    1.30  

(a)
Pro forma tax rate utilized represents an estimated statutory blended rate of 37.2% for the twelve months ended December 31, 2015

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SUMMARY COMPARATIVE HISTORICAL AND PRO FORMA PER SHARE DATA

        The summary below sets forth certain historical per share information for ILG and unaudited pro forma per share information of the combined company as if Vistana and ILG had been combined for the period shown. The unaudited pro forma combined per share data presented below for the year ended December 31, 2015 presents per share financial data based on the results of operations and financial condition of the Vistana Vacation Ownership Business and ILG. The following table should be read together with the combined financial statements and accompanying notes of the Vistana Vacation Ownership Business included elsewhere in this proxy statement/prospectus and the consolidated financial statements and accompanying notes of ILG, which are incorporated by reference in this proxy statement/prospectus. The pro forma amounts in the table below are presented for illustrative purposes only and are not necessarily indicative of what the financial position or the results of operations of the combined company would have been had the Merger occurred as of the date or for the period presented. The pro forma amounts also do not indicate what the financial position or future results of operations of the combined company will be. In the opinion of management of ILG, all adjustments considered necessary for a fair presentation have been included. No adjustment has been included in the pro forma amounts for any anticipated cost savings or other synergies that ILG expects to result from the Merger.

 
  Historical   Pro Forma  
 
  Year Ended
December 31,
2015
  Year Ended
December 31,
2015
 

Earnings per Share

             

Basic

  $ 1.28   $ 1.17  

Diluted

  $ 1.26   $ 1.17  

Dividends Declared

             

Dividends declared per share of common stock

  $ 0.48   $ 0.48  

Book Value per Share

             

Book value per share of common stock

  $ 7.51   $ 12.99  

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HISTORICAL MARKET PRICE AND DIVIDEND INFORMATION OF ILG COMMON STOCK

        ILG common stock currently trades on The NASDAQ Stock Market Global Select Market under the ticker symbol "IILG." On October 21, 2015, the last trading day before market speculation about the Merger occurred, the closing price of ILG common stock was $18.49 per share. On October 27, 2015, the last trading day before the announcement of the signing of the Merger Agreement, the closing price of ILG common stock was $20.77 per share. On March 8, 2016, the last practicable trading day for which information is available as of the date of this proxy statement/prospectus, the closing price of ILG common stock was $13.54 per share. The following table sets forth the high and low prices per share of ILG common stock for the periods indicated. For current price information, ILG and Starwood stockholders are urged to consult publicly available sources.

 
  ILG Common
Stock
 
 
  High   Low  

Year Ending December 31, 2016

             

First Quarter (through March 8, 2016)

  $ 15.58   $ 10.61  

Year Ending December 31, 2015

             

Fourth Quarter

  $ 21.98   $ 13.98  

Third Quarter

  $ 23.19   $ 18.29  

Second Quarter

  $ 26.78   $ 22.75  

First Quarter

  $ 27.45   $ 20.75  

Year Ending December 31, 2014

             

Fourth Quarter

  $ 24.48   $ 18.83  

Third Quarter

  $ 22.85   $ 19.05  

Second Quarter

  $ 27.51   $ 18.96  

First Quarter

  $ 31.04   $ 25.39  

Year Ending December 31, 2013

             

Fourth Quarter

  $ 32.13   $ 23.00  

Third Quarter

  $ 23.85   $ 19.95  

Second Quarter

  $ 22.24   $ 18.82  

First Quarter

  $ 22.20   $ 19.35  

        ILG has generally declared and paid a dividend quarterly since the second quarter of 2012. ILG paid a dividend of $0.12 in each quarter of 2015. On February 25, 2016, the ILG Board of Directors declared a dividend of $0.12 per share of ILG common stock for the first quarter of 2016, which is payable on March 16, 2016. Any determination as to the declaration of dividends is at the ILG Board of Directors' sole discretion, based on factors it deems relevant, including the results of ILG's operations, financial condition, legal requirements and any other factors that ILG's Board of Directors deems relevant. In addition, ILG's existing credit facilities contain certain financial and operating covenants that may restrict ILG's ability to pay dividends in the future.

        Market price data for Vistana common stock has not been presented, as Vistana is a wholly owned subsidiary of Starwood, and shares of Vistana common stock do not trade separately from shares of Starwood common stock.

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RISK FACTORS

        You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this proxy statement/prospectus, including the factors discussed in Part I, Item 1A—Risk Factors, in ILG's annual report on Form 10-K for the year ended December 31, 2015. The risks described below are the material risks, although not the only risks relating to the Separation, the Merger and ILG after the Transactions. The risks described below are not the only risks that ILG currently faces or will face after the consummation of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect ILG's business, financial condition or results of operations or the price of ILG common stock following the consummation of the Transactions.

        If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on ILG's business, financial condition or results of operations after the Transactions. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transactions

         ILG may not realize the anticipated cost synergies and growth opportunities.

        ILG expects that it will realize cost and revenue synergies, growth opportunities, and other financial and operating benefits as a result of the Transactions. ILG's success in realizing these benefits, and the timing of their realization, depends on the successful integration of the business operations of the Vistana Vacation Ownership Business with ILG. Even if ILG is able to integrate the Vistana Vacation Ownership Business successfully, ILG cannot predict with certainty if or when these cost and revenue synergies, growth opportunities and benefits will occur, or the extent to which they actually will be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the companies or in required capital expenditures related to the acquired Vistana Vacation Ownership Business. Realization of any benefits and synergies could be affected by the factors described in other risk factors and a number of factors beyond ILG's control, including, without limitation, general economic and travel conditions, further consolidation in the vacation ownership industry, increased construction and operating costs, and regulatory developments.

         The integration of the Vistana Vacation Ownership Business with ILG following the Transactions may present significant challenges.

        There is a significant degree of difficulty inherent in the process of integrating the Vistana Vacation Ownership Business with ILG. These difficulties include:

    the integration of the Vistana Vacation Ownership Business with ILG's current businesses while carrying on the ongoing operations of all businesses;

    the challenge of integrating the business cultures of each of the Vistana Vacation Ownership Business and ILG, which may prove to be incompatible;

    the challenge and cost of integrating certain information technology systems and other systems currently provided by Starwood with each of the Vistana Vacation Ownership Business and ILG; and

    the potential difficulty in retaining key officers and personnel of ILG and the Vistana Vacation Ownership Business.

        The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of ILG's businesses. Members of ILG's or the Vistana Vacation Ownership Business's senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage the business of ILG or the

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Vistana Vacation Ownership Business, service existing ILG or the Vistana Vacation Ownership Business businesses, and develop new products or strategies. If ILG's or the Vistana Vacation Ownership Business's senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, ILG's or the Vistana Vacation Ownership Business's business could suffer.

        ILG's successful or cost-effective integration of the Vistana Vacation Ownership Business cannot be assured. The failure to do so could have a material adverse effect on ILG's business, financial condition or results of operations after the Transactions.

         The Vistana Vacation Ownership Business may be negatively impacted if ILG is unable to provide benefits and services, or access to equivalent financial strength and resources, to the Vistana Vacation Ownership Business that historically have been provided by Starwood.

        The Vistana Vacation Ownership Business has historically received benefits and services from Starwood and has benefited from Starwood's financial strength and extensive network of service offerings. After the Transactions, Vistana, including the Vistana Vacation Ownership Business, will be a subsidiary of ILG, and Vistana will no longer benefit from Starwood's services, financial strength or business relationships to the extent not otherwise addressed in the Transaction Documents. While Starwood has agreed to provide certain transition services to Vistana for a period of up to 24 months following the Transactions, depending on the service, and, although Starwood, ILG and Vistana will enter into certain other agreements that will provide for continued services to be provided from Starwood to Vistana, including the continued participation of Vistana in Starwood's Starwood Preferred Guest loyalty program and centralized services provided by Starwood in connection with the Westin®, Sheraton®, St. Regis® and The Luxury Collection® licensed brands, it cannot be assured that ILG will be able to adequately replace or provide resources formerly provided by Starwood, or replace them at the same or lower cost. If ILG is not able to replace the resources provided by Starwood or is unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by Starwood, or if the potential purchasers, homeowners' associations or other partners of the Vistana Vacation Ownership Business do not view ILG's financial strength and business relationships as equivalent to Starwood's, ILG's results of operations may be negatively impacted.

         The Vistana Vacation Ownership business will have an ongoing relationship with Starwood after the Transactions and, as a result, the future state or actions of Starwood or any successor of Starwood could impact ILG's reputation, business, financial condition or results of operations.

        Certain additional agreements related to the Separation, Distribution and Merger, which we refer to as Additional Agreements, provide for ongoing services by Starwood as well as the license of the licensed marks under the License Agreement. Changes in the strategic direction of Starwood, or any successor of Starwood, could, over time, impact the positioning and offerings of Starwood's brands and programs, including those being made available to the Vistana Vacation Ownership business. As part of its ongoing evaluation of business and strategic planning alternatives, the Starwood Board of Directors and Starwood's senior management regularly review Starwood's businesses, its strategic direction, performance and prospects in the context of developments in the industries in which it operates and the competitive landscape in the markets in which it operates. In particular, in April 2015, Starwood announced that it was exploring strategic alternatives with respect to its business and in November 2015 entered into a definitive merger agreement to be acquired by Marriott International, Inc. in the Marriott transaction. Any uncertainty regarding the closing of the Marriott transaction or the future state or actions of Starwood or any successor of Starwood could affect the reputation of the licensed marks and the offerings of Starwood's brands and programs, thus impacting the business, financial conditions or results of operations of ILG.

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         The historical combined financial information of the Vistana Vacation Ownership Business may not be representative of its results if it had been operated independently of Starwood and as a result, may not be a reliable indicator of the results that it will achieve as a wholly owned subsidiary of ILG.

        The Vistana Vacation Ownership Business is currently operated through various subsidiaries of Starwood. Consequently, the financial information of the Vistana Vacation Ownership Business included in this proxy statement/prospectus has been derived from the consolidated financial statements and accounting records of Starwood and reflects assumptions and allocations made by Starwood. The financial position, results of operations and cash flows of the Vistana Vacation Ownership Business presented may be different from those that would have resulted if the Vistana Vacation Ownership Business had been operated as a standalone company or by a company other than Starwood. For example, in preparing the financial statements of the Vistana Vacation Ownership Business, Starwood made an allocation of Starwood costs and expenses that are attributable to the Vistana Vacation Ownership Business. However, these costs and expenses reflect the costs and expenses attributable to the Vistana Vacation Ownership Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the Vistana Vacation Ownership Business had it been operated independently, and may not reflect costs and expenses that would have been incurred had the Vistana Vacation Ownership Business been operated as a subsidiary of ILG. As a result, the historical financial information of the Vistana Vacation Ownership Business may not be a reliable indicator of the Vistana Vacation Ownership Business's future results or the results that it will achieve as a wholly owned subsidiary of ILG.

         The unaudited pro forma combined financial information of ILG and the Vistana Vacation Ownership Business is not intended to reflect what actual results of operations and financial condition would have been had ILG and the Vistana Vacation Ownership Business been a combined company for the periods presented, and therefore these results may not be indicative of ILG's future operating performance.

        Because ILG will acquire the Vistana Vacation Ownership Business only upon completion of the Transactions, it has no available historical financial information that consolidates the financial results for the Vistana Vacation Ownership Business and ILG. The historical financial statements contained or incorporated by reference in this document consist of the separate financial statements of the Vistana Vacation Ownership Business and ILG, respectively. The unaudited pro forma combined financial information presented in this document is for illustrative purposes only and is not intended to, and does not purport to, represent what ILG's actual results or financial condition would have been if the Transactions had occurred on the relevant date. In addition, such unaudited pro forma combined financial information is based in part on certain assumptions regarding the Transactions that ILG believes are reasonable. These assumptions, however, are only preliminary and will be updated only after the consummation of the Transactions.

        Following the effective date of the Merger, ILG expects to complete the purchase price allocation after considering the fair value of the Vistana Vacation Ownership Business's assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation may be different than that reflected in the unaudited pro forma purchase price allocation presented herein, and this difference may be material.

        The unaudited pro forma combined financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capital spend that ILG management believes are necessary to realize the anticipated synergies from the Transactions. Accordingly, the pro forma financial information included in this document does not reflect what ILG's results of operations or operating condition would have been had ILG and the Vistana Vacation Ownership Business been a consolidated entity during all periods presented, or what ILG's results of operations and financial condition will be in the future.

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         ILG will incur significant costs related to the Transactions that could have a material adverse effect on its liquidity, cash flows and operating results.

        ILG expects to incur significant one-time costs in connection with the Transactions, including (1) approximately $15 million of advisory, legal, accounting and other professional fees incurred by ILG related to the Transactions, (2) a $10 million advance payment on future royalties associated with maintaining the exclusivity of the Hyatt® Vacation Ownership license, and (3) amounts for transition-related services costs during the first two years following the consummation of the Transactions. The incurrence of these costs may have a material adverse effect on ILG's liquidity, cash flows and operating results in the periods in which they are incurred.

         Current ILG stockholders' percentage ownership interest in ILG will be substantially diluted in the Merger.

        After the consummation of the Merger, the ILG common stock outstanding immediately prior to the consummation of the Merger will represent, in the aggregate, approximately 45 percent of ILG's shares of common stock on a fully diluted basis. See "The Transaction Agreements—the Merger Agreement—Merger Consideration." Consequently, ILG's pre-Merger stockholders, as a group, will be able to exercise less influence over the management and policies of ILG following the consummation of the Merger than immediately prior to the consummation of the Merger.

         Sales of ILG common stock after the Transactions may negatively affect the market price of ILG common stock.

        The shares of ILG common stock to be issued in the Merger to holders of Vistana common stock (following the Distribution) will generally be eligible for immediate resale. The market price of ILG common stock could decline as a result of sales of a large number of shares of ILG common stock in the market after the consummation of the Transactions, or even the perception that these sales could occur.

        Currently, Starwood stockholders may include index funds that have performance tied to the Standard & Poor's 500 Index or other stock indices, and institutional investors subject to various investing guidelines. Because ILG may not be included in these indices or may not meet the investing guidelines of some of these institutional investors, these index funds and institutional investors may decide or may be required to sell the ILG common stock that they receive in the Merger. In addition, the investment fiduciaries of Starwood's defined benefit pension plans may decide to sell any ILG common stock that the trusts for these plans receive in the Transactions in response to their fiduciary obligations under applicable law. These sales, or the possibility that these sales may occur, may also make it more difficult for ILG to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

         ILG and the Vistana Vacation Ownership Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

        Uncertainty about the effect of the Transactions on ILG and the Vistana Vacation Ownership Business employees may have an adverse effect on ILG and the Vistana Vacation Ownership Business. This uncertainty may impair ILG's and the Vistana Vacation Ownership Business's ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with ILG or the Vistana Vacation Ownership Business after their combination. If employees of ILG or the Vistana Vacation Ownership Business depart because of issues relating to the uncertainty and difficulty of integration or a desire not to become employees of ILG after the Transactions, ILG's ability to realize the anticipated benefits of the Transactions could be reduced.

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         The Transactions may not be completed.

        The consummation of the Transactions is subject to numerous conditions, including (1) the receipt of clearance, or the expiration or termination of the applicable waiting period, under the Mexican Federal Law on Economic Competition, (2) the effectiveness of registration statements filed with the SEC by Starwood and Vistana in connection with the Distribution, (3) the approval by ILG's stockholders of the Share Issuance, (4) ILG shall have caused ILG Subsidiary Buyer to pay the Asset Purchase Price and ILG Subsidiary Buyer shall have received all of the right, title and interest in, to and under the assets and liabilities purchased in exchange for the Asset Purchase Price; (5) Vistana shall have made a distribution, if applicable, in an amount equal to the Distribution Date Payment less the Asset Purchase Price; (6) each of ILG, Starwood and Vistana shall have complied (or shall have caused its applicable subsidiaries to comply) in all material respects with its respective obligations (other than the obligations described in clauses (4) and (5) above) in connection with the purchase and sale of certain assets and liabilities in exchange for the Asset Purchase Price, in each case, pursuant to and in accordance with the Separation Agreement; (7) the consummation of the Separation and Distribution pursuant to the Separation Agreement, and (8) other customary closing conditions. See "The Transaction Agreements—the Merger Agreement—Conditions to the Merger."

        If the Transactions are not completed for any reason, including the failure to complete the Merger by October 27, 2016, the price of ILG common stock may decline to the extent that the market price of ILG common stock reflects positive market assumptions that the Transactions will be completed and the related benefits will be realized. In addition, ILG and Starwood have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing and financial services fees related to the Transactions. These expenses must be paid regardless of whether the Transactions are consummated. If the Transactions are not consummated because the Merger Agreement is terminated, ILG may be required under certain circumstances to pay Starwood a termination fee of $40 million or may under other circumstances be required to reimburse Starwood for its expenses in connection with the Transactions in an amount up to $30 million. If ILG's stockholders do not approve the Share Issuance at the ILG special meeting and the Merger Agreement is terminated by either Starwood or ILG, ILG must reimburse Starwood's out-of-pocket fees and expenses in connection with the Transactions in an amount up to $15 million. There is no assurance that the Transactions will be consummated.

         A delay in the completion of the Transactions may diminish the anticipated benefits of the Transactions.

        Completion of the Transactions is conditioned upon the receipt of certain governmental consents and approvals as well as on the approval of the Share Issuance by ILG's stockholders. The requirement to receive these consents and approvals before the Transactions could delay the completion of the Transactions if, for example, government agencies request additional information from the parties in order to facilitate their review of the Transactions or require any conditions precedent to granting their approval of the Transactions, and ILG could incur additional costs in connection with complying with any such requests.

        In addition, these governmental agencies may attempt to condition their approval of the Transactions on the imposition of conditions that could have a material adverse effect on ILG after the Transactions, including but not limited to, its operating results or the value of ILG common stock. Any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Transactions. Any uncertainty over the ability of the companies to complete the Transactions could make it more difficult for ILG and the Vistana Vacation Ownership Business to retain key employees or to pursue business strategies. In addition, until the Transactions are completed, the attention of ILG and the Vistana Vacation Ownership Business management may be diverted from ongoing business concerns and regular business responsibilities to the extent management is focused on matters relating to the Transactions.

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         The transaction structure may discourage other companies from trying to acquire ILG before or for a period of time following completion of the Transactions.

        The "no solicitation" provisions in the Merger Agreement prohibit ILG from soliciting any acquisition proposal for ILG. If the Merger Agreement is terminated in circumstances that obligate ILG to pay Starwood a termination fee of $40 million, such payment might deter third parties from proposing alternative business combination proposals. This feature of the transaction structure may discourage third parties from submitting acquisition proposals to ILG that might result in greater value to ILG stockholders than the Transactions.

        In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended U.S. federal income tax treatment of the Contribution, the Distribution, the Merger and certain related transactions consummated in connection with Starwood's internal restructuring, may discourage acquisition proposals and limit ILG's ability to pursue certain strategic transactions or engage in other transactions, including mergers or consolidations for a period of time following the Transactions. ILG and Vistana will be unable to take certain actions for a period of time after the Transactions because such actions could adversely affect the intended tax treatment of the Contribution, Distribution or Merger to Starwood and/or Starwood stockholders, and such restrictions could be significant. See "Additional Agreements Related to the Separation, the Distribution and the Merger—Tax Matters Agreement" on page 135.

         While the receipt by Starwood stockholders of shares of Vistana common stock in the Distribution followed by the conversion of those shares into shares of ILG common stock in the Merger are expected to be tax-free, there can be no assurance of that treatment.

        Starwood stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution or the Merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of ILG common stock. However, there can be no assurance that the IRS will not successfully assert that either or both of the Distribution and the Merger are taxable transactions, and that a court will not sustain such assertion, which could result in tax being incurred by Starwood stockholders. See "U.S. Federal Income Tax Consequences of the Distribution and Merger" beginning on page 102.

         If the Contribution and Distribution do not qualify as a reorganization under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code, then Starwood may be required to pay material U.S. federal income taxes, and Vistana may be obligated to indemnify Starwood for such taxes.

        If the Contribution and Distribution do not qualify as a reorganization under Sections 355 and Section 368(a)(1)(D) of the Code, or if Section 355(e) of the Internal Revenue Code were to apply to the Distribution, whereby the Distribution would be tax-free to the Starwood stockholders but would result in recognition of taxable income by Starwood, Starwood would have taxable gain, which could result in Starwood incurring material U.S. federal income taxes. Under the Tax Matters Agreement, Vistana and ILG may be obligated, in certain cases, to indemnify Starwood for the taxes of Starwood, if Vistana's or ILG's actions, or failure to act, caused such disqualification. See "U.S. Federal Income Tax Consequences of the Distribution and Merger" beginning on page 102 and "Additional Agreements Related to the Separation, the Distribution and the Merger—Tax Matters Agreement" beginning on page 135.

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         Under the Tax Matters Agreement, ILG and Vistana will be restricted from taking certain actions that could adversely affect the intended U.S. federal income tax treatment of the Contribution, Distribution, Merger and certain related transactions consummated in connection with Starwood's internal restructuring, and such restrictions could significantly impair ILG's and Vistana's ability to implement strategic initiatives that otherwise would be beneficial.

        The Tax Matters Agreement generally restricts ILG and Vistana from taking certain actions after the Transactions that could adversely affect the intended U.S. federal income tax treatment of the Contribution, Distribution, Merger and certain related transactions consummated in connection with Starwood's internal restructuring. Failure to adhere to these restrictions could result in tax being imposed on Starwood for which Vistana and ILG could bear responsibility and for which Vistana could be obligated to indemnify Starwood. In each case, ILG's and Vistana's obligation to indemnify Starwood would not apply if these transactions would otherwise fail to qualify for their intended tax treatment; in such a situation, some or all of these restrictions could become inapplicable. Because of these restrictions, ILG and Vistana will be restricted from taking certain actions, particularly for the two years following the Merger, including (among other things) the ability to freely issue stock, to make acquisitions and to raise additional equity capital. These restrictions could have a material adverse effect on ILG's liquidity and financial condition, and otherwise could impair ILG's and Vistana's ability to implement strategic initiatives. Also, Vistana's and ILG's indemnity obligation to Starwood might discourage, delay or prevent a change of control of ILG that stockholders of ILG may consider favorable. See "Additional Agreements Related to the Separation, the Distribution and the Merger—Tax Matters Agreement."

         ILG will have more shares of its common stock outstanding after the Transactions, which may discourage other companies from trying to acquire ILG.

        ILG expects to issue 72,371,970 shares of its common stock in the Merger. See "The Transaction Agreements—The Merger Agreement—Merger Consideration." Because ILG will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of ILG may become more expensive. As a result, some companies may not seek to acquire ILG, and the reduction in potential parties that may seek to acquire ILG could negatively impact the prices at which ILG's common stock trades.

Risks Related to the ILG Business, Including the Vistana Vacation Ownership Business, After the Transactions

         Adverse Events and Trends—Adverse events and trends in the vacation ownership, vacation rental and travel industries could adversely affect ILG's business, financial condition or results of operations.

        The success of ILG and its businesses, including the Vistana Vacation Ownership Business, depends, in substantial part, upon the health of the worldwide vacation ownership, vacation rental and travel industries. Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns. Economic conditions may cause decreased interest in purchases of vacation ownership interests, may increase default rates among current owners, and may increase refund requests from ILG's members. Members and other consumers may be unable or unwilling to travel to certain destinations where vacation ownership resorts and vacation rental properties are located based on one or more of the following factors:

    inclement weather,

    natural or manmade disasters, such as earthquakes, hurricanes, fires, floods, volcanic eruptions, drought, tsunamis, typhoons, radiation releases and oil spills,

    epidemics, pandemics or other health concerns,

    terrorism, regional violence, enhanced travel security measures and/or geopolitical conflicts,

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    price increases for travel related services,

    financial instability of the airline industry and associated air carrier bankruptcies,

    decreased airlift to relevant markets,

    job actions and strikes, and

    increased costs of transportation, including in the event of increased fuel prices.

        The occurrence of any of these factors could result in a decrease and/or delay in demand for travel to ILG's and the Vistana Vacation Ownership Business's managed hotels and resorts and for exchanges and getaways to, and purchases of, vacation ownership interests in affected regions. This decrease and/or delay in demand, depending on its scope and duration, could adversely affect ILG's business and financial performance. Similarly, these factors could result in a decrease in the number of resort accommodations or vacation rentals available for use in ILG or Vistana Vacation Ownership Business exchange programs or as vacation rentals. The matters described above could result in a decrease in the number of members of ILG's principal exchange network, which we refer to as the Interval Network, and could have a material adverse effect on the vacation ownership and vacation rental industries, which in turn could have a material adverse effect on ILG's business, financial condition or results of operations.

         Availability of Financing and Developer Insolvency—Lack of available financing for vacation ownership property developers and the resultant potential for insolvency and bankruptcy of developers could adversely affect ILG's business, financial condition or results of operations.

        Vacation ownership property developers, including the Hyatt® Vacation Ownership business, which we refer to as HVO, and the Vistana Vacation Ownership Business rely on the credit markets for receivables financing used to fund their sales and marketing efforts and for financing new development. If receivables financing, vacation ownership asset backed securitizations, or financing for development of resorts is unavailable or is only available on unacceptable terms, developers may scale back or even cease operations, including sales and marketing efforts and development of resorts. In addition to adversely affecting HVO and the Vistana Vacation Ownership Business, a slowdown in sales of vacation ownership interests decreases the sources of new members for ILG's exchange networks, and developers may seek to extend or adjust payment terms with ILG.

        Inability to obtain financing on acceptable terms, or at all, previously caused and may in the future cause insolvency of resort developers affiliated with ILG's exchange networks, which in turn could reduce or stop the flow of new members from their resorts and also could adversely affect the operations and desirability of exchange with those resorts if the developer's insolvency impacts the management of the resorts. In some cases a developer in bankruptcy could terminate its existing relationship with ILG. Insolvency of one or more developers that in the aggregate have significant obligations owed to ILG could cause impairments to certain receivables and assets which could have a material adverse effect on ILG's results of operations.

        Insolvency of a number of vacation ownership properties managed by ILG, particularly several of ILG's largest managed properties, could materially adversely affect the vacation ownership segment's business, financial condition or results of operations.

         Availability of Financing—Lack of available financing for consumers could adversely affect ILG's business, financial condition or results of operations.

        A lack of available credit for consumers could result in a decrease in potential purchasers of vacation interests, which would negatively impact ILG's and the Vistana Vacation Ownership Business's vacation ownership sales and membership in ILG's exchange networks. This may also cause a decrease in potential purchasers of interests at vacation properties ILG manages, which could lead to loss of

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management agreements. A lack of available consumer credit could have a material adverse effect on ILG's business, financial condition or results of operations.

         Consolidation of Developers—Consolidation of developers could adversely affect ILG's business, financial condition or results of operations.

        The industry has been in a period of consolidation, which is expected to continue. When developers that have affiliation agreements with the Interval Network are acquired, they may choose not to renew at the end of the current term or may only continue on terms less favorable to ILG than the existing agreements. If ILG is unable to obtain or retain business relationships with the resultant resort developers on as favorable terms, its results of operations may be materially adversely affected.

         Competition—The industries in which ILG's and the Vistana Vacation Ownership Business's businesses operate are highly competitive, and these businesses are subject to risks relating to competition that may adversely affect ILG's performance.

        ILG's businesses and the Vistana Vacation Ownership Business will be adversely impacted if they cannot compete effectively in their respective industries, each of which is highly competitive. Some of ILG's competitors have significantly greater financial, marketing and other resources than ILG has. In particular, in the case of the Interval Network, its primary competitor, RCI, is larger. Through the resources of its corporate affiliates, particularly, Wyndham Vacation Ownership, Inc., itself engaged in vacation ownership sales, RCI may have greater access to a significant segment of new vacation ownership purchasers and a broader platform for participating in industry consolidation. ILG's Exchange and Rental business also competes for rentals with other leisure lodging operators, including both independent and branded properties as well as with alternative lodging marketplaces such as Airbnb and HomeAway, which operate websites that market available furnished, privately-owned residential properties in locations throughout the world, including homes and condominiums, that can be rented on a nightly, weekly or monthly basis. Competitive pressures may cause ILG to reduce its fee structure or potentially modify its business models, which could adversely affect its business, financial condition or results of operations.

        ILG believes that developers will continue to create, operate and expand internal exchange and vacation club systems, which decreases their reliance on external vacation ownership exchange programs, including those offered by ILG, and adversely impacts the supply of resort accommodations available through ILG's external exchange networks. The effects on ILG's business are more pronounced as the proportion of vacation club corporate members in the Interval Network increases. The vacation ownership industry has and is expected to continue to experience consolidation through the acquisition of vacation ownership developers by other developers, which may result in the diversion of exchange membership and other business.

        ILG's vacation ownership business and the Vistana Vacation Ownership Business compete with other vacation ownership developers for sales of vacation ownership interests based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity for vacation ownership owners to exchange into time at other vacation ownership properties or other program benefits as well as brand name recognition and reputation. A number of ILG's and the Vistana Vacation Ownership Business's competitors are significantly larger with greater access to capital resources and broader sales, marketing and distribution capabilities than ILG has. ILG and the Vistana Vacation Ownership Business also compete with other timeshare management companies on the basis of quality and types of services offered, price and relationship. ILG's and the Vistana Vacation Ownership Business's ability to attract and retain purchasers of vacation ownership interests and management services depends on their success in distinguishing the quality and value of their vacation ownership offerings from those offered by others. If ILG or the Vistana Vacation Ownership Business is unable to do so, their ability to compete effectively for sales of timeshare interests and management contracts could be adversely affected.

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         Third Party Relationships— ILG depends on relationships with developers, members and other vacation property owners, and any adverse changes in these relationships could adversely affect ILG's business, financial condition or results of operations.

        The Interval Network business is dependent upon vacation ownership developers for new members and upon members and participants to renew their existing memberships and otherwise engage in transactions. Developers and members also supply resort accommodations for use in exchanges and getaways. ILG's vacation rental businesses are dependent upon vacation property and hotel owners for vacation properties to rent to vacationers. The Interval Network has established relationships with numerous developers pursuant to exclusive multi-year affiliation agreements and ILG believes that relationships with these entities are generally strong, but these historical relationships may not continue in the future. During each year, the affiliation agreements for several of the Interval Network's new member-producing developers are scheduled to renew. The non-renewal of an affiliation agreement will adversely affect ILG's ability to secure new members for its programs from the non-renewing resort or developer, and will result in the loss of existing Interval Network members (and their vacation interests) at the end of their current membership to the extent that ILG does not secure membership renewals directly from such members. For corporate member relationships, this has a greater effect. In addition, ILG may be unable to negotiate new affiliation agreements with resort developers or secure renewals with existing members in its exchange programs, and its failure to do so would result in decreases in the number of new and/or existing members, the supply of resort accommodations available through its exchange networks and related revenue. The loss or renegotiation on less favorable terms of several of ILG's largest affiliation agreements could materially impact ILG's business, financial condition or results of operations.

        If ILG is unable to obtain sufficient renewals of affiliations with resorts and memberships with consumers or to enter into new affiliation agreements, this could have a material adverse effect on ILG's business, financial condition or results of operations. ILG's ability to maintain existing or negotiate new affiliation agreements on terms as favorable as currently in place may be adversely impacted by the continued creation and operation of internal reservation and exchange networks by developers and vacation clubs, as well as by consolidation in the vacation ownership industry. This could materially adversely affect ILG's business, financial condition or results of operations.

        Similarly, the failure of ILG's or the Vistana Vacation Ownership Business's businesses to maintain existing or negotiate new rental services arrangements and related management agreements with hotel and vacation property owners, as a result of the sale of property to third parties, contract dispute or otherwise, or the failure of vacationers to book vacation rentals through these businesses would result in a decrease in related revenue, which would have an adverse effect on ILG's or the Vistana Vacation Ownership Business's business, financial condition or results of operations.

        ILG may be unable to obtain and maintain management agreements with the homeowners' associations or other parties that control management of vacation ownership resorts. The loss of several of ILG's largest vacation ownership management agreements could materially impact the business, financial condition or results of operations of ILG's vacation ownership businesses.

         Inventory—Insufficient availability of inventory may adversely affect ILG's profits.

        ILG's exchange networks' transaction levels are influenced by the supply of inventory in the system and the demand for such available inventory. The availability of exchange inventory is dependent on it being deposited into the system directly by a member in support of a current or future exchange request or by a developer on behalf of its owners to support their anticipated exchanges.

        A number of factors may impact the supply and demand of inventory. For example, economic conditions may negatively impact ILG's members' desire to travel, often resulting in an increase in the number of deposits made as a means of preserving the inventory's value for exchange at a later date when the member is ready to travel, while reducing the demand for inventory which is then available

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for exchange. Also, destination-specific factors such as regional health and safety concerns, the occurrence or threat of natural disasters and weather may decrease ILG's members' desire to travel or exchange to a given destination, resulting in an increased supply of, but a decreased demand for, inventory from this destination. Additionally, inventory may not be as available to the Interval system because owners are choosing to travel to their home resort/vacation club system or otherwise not depositing with the Interval Network. In these instances, the demand for exchange and getaway inventory may be greater than the inventory available. The supply of available inventory may also be affected by the occurrence of natural disasters, such as floods, earthquakes or hurricanes. For example, in 2014, one of the Transferred Properties, The Westin Resort & Spa Los Cabos in Mexico, was severely damaged by Hurricane Odile and, as of the date of this proxy statement/prospectus, is not yet operational. Where the supply and demand of inventory do not keep pace, transactions may decrease or ILG may elect to purchase additional inventory to fulfill the demand, which could negatively affect ILG's profits and margin.

        If ILG or the Vistana Vacation Ownership Business fail to develop vacation ownership properties, expand existing properties or are unsuccessful in entering into new agreements with third-party developers, ILG and the Vistana Vacation Ownership Business may experience declines in vacation ownership interest inventory available to be sold by them, which could result in a decrease in ILG's revenues. In addition, a decline in vacation ownership interest inventory could result in both a decrease of financing revenues that are generated from purchasers of vacation ownership interests and fee revenues that are generated by providing club, management, sales and marketing services.

         Licensing—The exclusive licenses for the Hyatt®, Westin® and Sheraton® brands in connection with ILG's and Vistana's vacation ownership businesses could be terminated.

        If ILG defaults as specified in the Master License Agreement, dated October 1, 2014, with Hyatt® Franchising, L.L.C., which we refer to as the Hyatt® master license agreement, ILG could lose its exclusive right to use the Hyatt® brand in the timeshare business. The loss of this right along with the right to use Hyatt®'s marketing channels, including its existing hotel loyalty program, could result in the reduction of revenue and profits derived from ILG's vacation ownership business. In addition, the Hyatt® Gold Passport Participation Agreement would terminate upon termination of the Hyatt® master license agreement, and ILG would not be able to offer Hyatt® Gold Passport Points to owners and potential owners, which could impair ILG's ability to sell its products and reduce the flexibility and options available in connection with its products. Under the Hyatt® master license agreement, ILG is required to make an advance cash payment on future royalties equal to $10 million in connection with the consummation of the Transactions in order to maintain the exclusivity of its license.

        If Vistana defaults as specified in the License Agreement to be entered into with Starwood, Vistana could lose its exclusive right to use the Westin® and Sheraton® brands in connection with the Vistana Vacation Ownership Business and its exclusive right to use specified St. Regis® and The Luxury Collection® marks in connection with existing fractional properties that are part of the Vistana Vacation Ownership Business. The loss of this right, along with the right to use Starwood's marketing channels and other centralized services, including the Starwood Preferred Guest loyalty program, could result in the reduction of revenue and profits derived from the Vistana Vacation Ownership Business. In addition, the Starwood Preferred Guest Affiliation Agreement would terminate upon termination of the License Agreement and Vistana would not be able to offer SPG Starpoints to vacation property owners and potential owners, which would impair the marketability of these properties and Vistana's ability to sell its products and reduce the flexibility and options available in connection with its products.

        The termination of the Hyatt® master license agreement, the License Agreement or the SPG Affiliation Agreement would materially harm ILG's business and results of operations and impair its ability to market and sell products and maintain a competitive position, and could have a material adverse effect on ILG's financial position, results of operations or cash flows. For example, ILG and Vistana would not be able to rely on the strength of the Hyatt®, Westin® and Sheraton® brands, as

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applicable, to attract qualified prospects in the marketplace, which could cause ILG's and Vistana's revenue and profits to decline and their marketing and sales expenses to increase.

         Hyatt® Brand—The Hyatt® Vacation Ownership business depends on the quality and reputation of the Hyatt® brand, and any deterioration in the quality or reputation of the Hyatt® brand could adversely affect ILG's market share, reputation, business, financial condition or results of operations.

        ILG offers vacation ownership products under the Hyatt® brand name, and intends to continue to develop and offer products and services under the Hyatt® brand in the future. If the quality of the Hyatt® brand deteriorates, or the reputation of the Hyatt® brand declines, ILG's market share, reputation, business, financial condition or results of operations could be materially adversely affected.

         Westin®, Sheraton®, St. Regis® and The Luxury Collection® Brands and SPG Program—The Vistana Vacation Ownership Business depends on the quality and reputation of the Westin®, Sheraton®, St. Regis® and The Luxury Collection® Brands and affiliation with the SPG Program, and any deterioration in the quality or reputation of the Westin®, Sheraton®, St. Regis® and The Luxury Collection® Brands or the SPG Program could adversely affect ILG's market share, reputation, business, financial condition or results of operations.

        The Vistana Vacation Ownership Business offers vacation ownership products under the Westin®, Sheraton®, St. Regis® and The Luxury Collection® brand names and affiliation with the Starwood Preferred Guest Program, which we refer to as the SPG Program, and intends to continue to offer products and services under the Westin®, Sheraton®, St. Regis® and The Luxury Collection® brands in the future. If the quality of the Westin®, Sheraton®, St. Regis® or The Luxury Collection® brands or the SPG Program deteriorate, or the reputation of the Westin®, Sheraton®, St. Regis® or The Luxury Collection® brands or the SPG Program decline, ILG's market share, reputation, business, financial condition or results of operations could be materially adversely affected.

         New Vacation Ownership Resorts—ILG's and the Vistana Vacation Ownership Business's ability to expand the vacation ownership business and remain competitive could be harmed if brand licensors do not consent to ILG's or the Vistana Vacation Ownership Business's use of their trademarks at new resorts that are acquired, developed or proposed to be franchised in the future.

        Under the terms of its Hyatt® master license agreement, ILG must obtain Hyatt® Franchising's approval, to use the Hyatt® brand in connection with shared ownership projects it acquires, develops or proposes to franchise in the future. Hyatt® may reject a proposed project if, among other things, the project does not meet applicable brand standards or is reasonably likely to breach applicable contractual or legal restrictions. If Hyatt® does not permit ILG to use the brand in connection with its development or acquisition plans, its ability to expand the HVO business and remain competitive may be materially adversely affected. The requirement to obtain consent to its expansion plans, or the need to identify and secure alternative expansion opportunities if it does not obtain approval, may delay implementation of ILG's expansion plans and cause it to incur additional expense.

        Under the terms of the License Agreement, Vistana must obtain Starwood's approval to use the Westin® and Sheraton® brands in connection with new properties ILG or Vistana acquires, develops or proposes to use in connection with the Vistana Vacation Ownership Business. Starwood may reject a proposed project if, among other things, the project does not meet applicable brand standards or violates geographic restrictions or is reasonably likely to breach other applicable contractual or legal restrictions. If Starwood does not permit Vistana to use the brand in connection with its development or acquisition plans, its ability to expand the Vistana Vacation Ownership Business and remain competitive may be materially adversely affected. The requirement to obtain consent to expansion plans, or the need to identify and secure alternative expansion opportunities if it does not obtain approval, may delay implementation of ILG's and the Vistana Vacation Ownership Business's expansion plans and cause the incurrence of additional expense.

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         Maintenance of Brand Standards—The maintenance and refurbishment of Hyatt® Residence Club and Vistana properties in accordance with brand standards depends on maintenance fees paid by the owners of vacation ownership interests.

        Owners of vacation ownership interests at Hyatt® Residence Club and Vistana resorts must pay maintenance fees levied by property owners' association boards. These maintenance fees are used to maintain and refurbish the vacation ownership properties and to keep the properties in compliance with Hyatt®, Westin® and Sheraton® brand standards, as applicable. If property owners' association boards do not levy sufficient maintenance fees or special assessments, or if owners of vacation ownership interests do not pay these fees, not only would ILG's management fee revenue be adversely affected, but the vacation ownership properties could fail to comply with applicable brand standards. If any vacation ownership property fails to comply with the brand standards, Hyatt® could terminate ILG's rights under the Hyatt® master license agreement or Starwood could terminate ILG's rights under the License Agreement to use its trademarks at such noncompliant property, which could result in the loss of management fees, decrease customer satisfaction and impair ILG's ability to market and sell its products at the non-compliant locations.

         Development Risks—Timing, budgeting and other risks could result in delays or cancellations of ILG's and/or the Vistana Vacation Ownership Business's efforts to develop the vacation ownership projects that they undertake, or make these activities more expensive, which could reduce ILG's profits or impair our ability to compete effectively.

        ILG and the Vistana Vacation Ownership Business plan to selectively undertake, in some cases with joint venture partners and including the Transferred Properties, construction of vacation ownership developments which may span multiple phases and often take years to complete. These efforts are subject to a number of risks, including:

    construction delays or cost overruns (including labor and materials) that may increase project costs;

    obtaining zoning, occupancy and other required permits or authorizations;

    changes in economic conditions that may result in weakened or lack of demand or negative project returns;

    governmental restrictions on the size or kind of development;

    force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and

    design defects that could increase costs.

        Additionally, developing new properties often involves lengthy development periods during which significant amounts of capital must be funded before sales proceeds are available to defray costs. If the cost of funding new development exceeds budgeted amounts, and/or the time period for development is longer than initially anticipated, ILG's profits could be reduced. Further, due to the lengthy development cycle, adverse economic conditions may alter or impede ILG's and/or the Vistana Vacation Ownership Business's development plans, thereby resulting in incremental costs to ILG or potential impairment charges.

         Vacation Rental Revenue—ILG's success is dependent, in part, on revenue from vacation rentals and, if consumer demand for vacation rentals falls materially below historic levels, ILG's business, financial condition or results of operations could be adversely affected.

        General economic conditions can negatively affect demand for ILG's rentals of vacation accommodations to its members and other vacationers, leading ILG to decrease pricing and resulting in reduced revenue from vacation rentals. Failure of ILG's rental businesses to secure a sufficient number

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of vacationers for accommodations ILG offers could also result in increased obligations under guaranteed dollar amount or specified percentage provisions of certain hotel and resort management agreements and, ultimately, could affect ILG's ability to obtain and maintain rental management agreements with vacation property owners. ILG also actively seeks to provide vacation rental services to resorts participating in ILG's exchange networks and rent units for developers and associations that are part of the Hyatt® Residence Club or managed by other ILG businesses, such as Trading Places International ("TPI") and Vacation Resorts International ("VRI"). Any material or prolonged decrease in demand and/or pricing for vacation rentals would further impact ILG's revenue and, if materially below historical levels, could have a material adverse effect on ILG's business, financial condition or results of operations.

         Marketing of Vacation Ownership Interests—The future growth of ILG's and the Vistana Vacation Ownership Business's vacation ownership business depends on their ability to market vacation ownership interests successfully and efficiently.

        ILG and the Vistana Vacation Ownership Business compete for customers with hotel and resort properties and with other vacation ownership resorts and other vacation options such as cruises. The identification of prospective purchasers, and the marketing of ILG's and the Vistana Vacation Ownership Business's products to them, are essential to ILG's and the Vistana Vacation Ownership Business's success. ILG and the Vistana Vacation Ownership Business incur significant expenses associated with marketing programs in advance of closing sales. If these marketing efforts are not successful and the businesses are unable to convert prospects to a sufficient number of sales, ILG and the Vistana Vacation Ownership Business may be unable to recover the expense of their marketing programs and grow the business.

         The sale of vacation ownership interests ("VOIs") in the secondary market by existing owners could cause ILG's sales revenues and profits to decline.

        Existing owners have offered, and are expected to continue to offer, their VOIs for sale on the secondary market. The prices at which these interests are sold are typically less than the prices at which ILG would sell the interests. As a result, these sales create additional pricing pressure on ILG's sale of VOIs, which could cause ILG's sales revenues and profits to decline. In addition, if the secondary market for VOIs becomes more organized or financing for such resales becomes more available, ILG's ability to sell VOIs could be adversely impacted and/or the resulting availability of VOIs (particularly where the VOIs are available for sale at lower prices than the prices at which ILG would sell them) could cause the volume of VOI inventory that ILG is able to repurchase to decline, which could adversely affect ILG's sales revenues. Further, unlawful or deceptive third-party vacation ownership interest resale schemes involving vacation ownership interests in ILG's resorts could damage ILG's reputation and brand value or impact ILG's ability to collect management fees, which may adversely impact its sales revenues and results of operations.

         Debt Covenants—Restrictive covenants in ILG's and Vistana's debt documents could limit ILG's and Vistana's flexibility or otherwise restrict their business activities.

        As of December 31, 2015, ILG had total debt of approximately $75 million borrowed under ILG's revolving credit facility. ILG also had an additional $516.4 million, net of any letters of credit, available for borrowing under the credit facility at that date. ILG may also incur significant additional indebtedness in the future, and may ultimately incur additional indebtedness under its debt documents in connection with the Transactions. In addition, the Vistana Vacation Ownership Business may incur debt in connection with the financing of the Transactions. ILG's and Vistana's indebtedness and the

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restrictive covenants contained in, or expected to be contained in, the documents evidencing such indebtedness may, among other things:

    limit ILG's or Vistana's ability to borrow additional funds for working capital, capital expenditures, investments, acquisitions or other general business purposes;

    limit ILG's or Vistana's ability to use their cash flow or obtain additional financing for future working capital, capital expenditures, investments, acquisitions or other general business purposes;

    require ILG or Vistana to use a substantial portion of their cash flow from operations to make debt service payments;

    limit ILG's or Vistana's flexibility to plan for, or react to, changes in its businesses and industry;

    place ILG or Vistana at a competitive disadvantage compared to less leveraged competitors;

    increase ILG's or Vistana's vulnerability to the impact of adverse economic and industry conditions; and

    expose ILG or Vistana to the risk of increased interest rates, because ILG's borrowings under its credit facility are at variable interest rates.

         Key Personnel—Loss of one or more of ILG's or the Vistana Vacation Ownership Business's key personnel could adversely affect ILG's and the Vistana Vacation Ownership Business's relationships with third parties, business, financial condition or results of operations.

        ILG's and the Vistana Vacation Ownership Business's operations require managerial, operational, sales and marketing expertise as well as the maintenance of relationships with resort developers, homeowners' associations, vacation property owners and other third parties. In particular, ILG and the Vistana Vacation Ownership Business are dependent upon the management skills and continued services of several members of their senior management teams. The failure of such key personnel to continue to be active in the management of the businesses could have a material adverse effect on relationships with third parties, business, financial condition or results of operations. In addition, ILG's failure to attract and retain key personnel will adversely impact its ability to grow the HVO business and the Vistana Vacation Ownership Business. ILG does not maintain key employee insurance for any of its officers and employees.

         Adverse Events and Trends in Key Vacation Destinations—Events and trends in key vacation destinations could adversely affect ILG's business, financial condition or results of operations.

        A substantial percentage of the vacation ownership resorts currently participating in Interval's exchange networks (including HVO and Vistana resorts) are located in Florida, Hawaii, Las Vegas, Mexico and Southern California. A large number of vacation properties for which ILG provides rental services are located in Hawaii and a significant portion of ILG's European management revenue derives from Costa del Sol, Spain and Tenerife, Canary Islands. The Vistana Vacation Ownership Business conducts substantial business in Mexico. Approximately $231.6 million, $211.1 million and $146.6 million of ILG's 2015, 2014 and 2013 revenue, respectively, which excludes the pass-through revenue and does not account for pro forma revenue from the Vistana Vacation Ownership Business, was generated from travel to properties in these key vacation destinations as well as hotel, resort and homeowners' association management services performed in these locations. As a result, ILG's ongoing ability to successfully process exchange vacations for members, as well as ILG's ability to find vacationers for accommodations marketed or managed by it, is largely dependent on the continued desirability of these areas as key vacation destinations. Any significant shift in travel demand for one or more of these key destinations or any adverse impact on transportation to them, such as decreased

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airlift, natural disasters, regional violence, terrorism, pandemics or increased travel costs, could have a material adverse effect on ILG's business, financial condition or results of operations.

        In addition, the same events that affect demand to one or more of these key destinations could significantly reduce the number of accommodations available for exchanges, getaways or rental to vacationers, as well as the need for vacation rental and property management services generally. Accordingly, any such event could have a material adverse effect on ILG's business, financial condition or results of operations, the impact of which could be prolonged. Similarly, the effects of climate change may cause these locations to become less appealing to vacation owners as a result of temperature changes, more severe weather or changes to coastal areas which could adversely affect ILG's business.

        A substantial percentage of the HVO business' vacation ownership interests available for sale are located in Florida and Hawaii, and a substantial percentage of the Vistana Vacation Ownership Business's vacation ownership interests are located in Florida, Hawaii and Mexico. These same events could affect sales of vacation ownership interests and other revenues related to those properties.

         International Operations—ILG and the Vistana Vacation Ownership Business operate in a number of international markets, which exposes them to additional risks that could adversely affect ILG's business, financial condition or results of operations.

        Revenue from international operations for ILG for the years ended December 31, 2015, 2014 and 2013 was $120.3 million, $131.4 million, and $96.3 million, respectively. The Vistana Vacation Ownership Business revenue over the same period from its operations in Mexico was $87 million, $110 million and $127 million, respectively. ILG continues to seek to invest in various international markets.

        In order to achieve widespread acceptance in international markets, ILG and the Vistana Vacation Ownership Business must continue to successfully tailor their services to the unique customs and cultures of relevant countries and markets. Learning the customs and cultures of various countries and markets can be difficult and costly, and the failure to do so could slow international growth. Operating in international markets also exposes ILG and the Vistana Vacation Ownership Business to additional risks, including, among others, non-compliance with applicable U.S. and foreign laws including economic sanctions, embargoes and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act of 1977, as amended), changes in regulatory requirements including taxation, limits on ILG's and the Vistana Vacation Ownership Business's ability to sell products and services and enforce intellectual property rights and difficulties in managing operations due to distance, language and cultural differences, including issues associated with staffing and managing foreign operations. ILG's failure to comply with these laws and regulations could result in substantial civil and criminal penalties being imposed.

        ILG is also exposed to risks associated with the repatriation of cash from certain of its foreign operations to the United States where currency restrictions exist, such as Venezuela, Argentina and Egypt, which limits ILG's ability to immediately access cash through repatriations. As of December 31, 2015, ILG had $5.2 million of unrealized loss in other comprehensive income within stockholders' equity pertaining to ILG's Venezuela entity, until such time ILG sells or liquidates its investment. Furthermore, other countries in which ILG maintains operations may impose limitations on the repatriation of cash from such countries now or in the future. Any limitation on ILG to transfer significant cash across borders from its international operations pertaining to intercompany debt or intercompany trade payables, if any, could have a material adverse effect on ILG's business, financial condition or results of operations.

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         Exchange Rate Changes—Material changes in foreign currency exchange rates could materially adversely affect ILG's results of operations.

        ILG's operations in international markets are exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on ILG is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause ILG to adjust its financing, operating and hedging strategies. In particular, significant fluctuations in the value of the U.S. dollar relative to the Euro and the British Pound, among other foreign currencies, could have an adverse effect on ILG's results of operations due to lower demand in affected jurisdictions and the effects of translation of local currency balances and results into U.S. dollars. ILG does not currently engage in hedging transactions designed to reduce its exposure to foreign currency risk.

         Acquisitions and Strategic Arrangements—ILG may experience financial and operational risks in connection with acquisitions and strategic arrangements.

        In October 2014, ILG purchased the HVO business. During the fourth quarter of 2013, ILG's subsidiary VRI Europe Limited, which we refer to as VRI Europe, purchased the European shared ownership resort management business of CLC World Resorts and Hotels, or CLC, and ILG also purchased the Aqua business in Hawaii. These acquisitions are in addition to the February 2012 acquisition of VRI and the November 2010 acquisition of TPI. In addition to the Transactions, ILG intends to continue selectively pursuing other acquisitions. However, ILG may be unable to identify attractive acquisition candidates or complete transactions on favorable terms. In addition, in the case of acquired businesses, ILG will need to:

    successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;

    maintain third-party relationships previously established by acquired companies;

    attract and retain senior management and other key personnel at acquired businesses; and

    successfully manage new business lines, as well as acquisition-related workload.

        ILG may not be successful in addressing these challenges or any others encountered in connection with historical and future acquisitions. In addition, the anticipated benefits of one or more acquisitions may not be realized and future acquisitions could result in potentially dilutive issuances of equity securities and/or the assumption of contingent liabilities. The occurrence of any of these events could adversely affect ILG's business, financial condition or results of operations. For specific risks related to the Transactions, including the Merger with Vistana, see "Risk Factors—Risks Related to the Transactions."

        ILG also intends to selectively enter into joint ventures and other strategic arrangements to provide new products and services complementary to those currently offered by ILG's businesses. However, ILG may be unable to successfully enter into these arrangements on favorable terms or launch related products and services or such products and services may not gain market acceptance or be profitable. The failure to develop and execute any such initiatives on a cost-effective basis could have an adverse effect on ILG's business, financial condition or results of operations.

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         Impairment of Assets—Goodwill and other intangible and long-lived assets associated with businesses ILG acquires may become impaired which could adversely affect ILG's business, financial condition or results of operations.

        The performance of the businesses that ILG has acquired or will acquire may not meet the financial projections anticipated at acquisition or may be impacted by one or more unfavorable events or circumstances. This could negatively affect the value of goodwill and other intangible assets, as well as long-lived assets, and may require ILG to test the applicable reporting unit and/or asset/asset group for impairment. If following the test, ILG determines that it should record an impairment charge, ILG's business or financial condition may be adversely affected.

         Estimates and Assumptions—ILG is required to make a number of significant judgments in applying its accounting policies, and its use of different estimates and assumptions in the application of these policies could result in material changes to ILG's financial condition or results of operations. In addition, changes in accounting standards or their interpretation could significantly impact ILG's results of operations.

        ILG's accounting policies are critical to the manner in which ILG presents its results of operations and financial condition. Many of these policies, including those with respect to ILG's recently acquired vacation ownership business, are highly complex and involve many subjective assumptions, estimates and judgments. ILG is required to review these estimates regularly and revise them when necessary. ILG's actual results of operations vary from period to period based on revisions to these estimates. In addition, the regulatory bodies that establish accounting and reporting standards, including the SEC and the Financial Accounting Standards Board, periodically revise or issue new financial accounting and reporting standards that govern the preparation of ILG's consolidated financial statements. Changes to these standards or their interpretation could significantly impact ILG's results in future periods. For example, the Financial Accounting Standards Board recently released a final, converged, principles-based standard on revenue recognition that will modify revenue recognition in periods after December 15, 2017.

         Third Party Relationships—ILG and the Vistana Vacation Ownership Business depend on third parties to process certain fulfillment services.

        In connection with providing benefits and services, ILG and Vistana rely on third-party service providers for processing certain fulfillment services. If these third parties are unable to continue to provide the services, the ability of ILG or the Vistana Vacation Ownership Business to deliver expected benefits and services to its customers may be adversely affected. This may cause dissatisfaction and may damage ILG's and the Vistana Vacation Ownership Business's reputation.

         Advances and Extensions of Credit—ILG's results may be adversely affected if third parties who receive loans, advances or other credit from ILG or the Vistana Vacation Ownership Business are unable to repay.

        In connection with obtaining or extending business relationships with its clients, on occasion ILG provides loans, advances and other credit. To the extent that these clients are unable to repay these amounts and they are not fully secured by collateral, ILG's results of operations could be materially adversely affected.

        In connection with its vacation ownership business, both ILG and the Vistana Vacation Ownership Business provide loans to purchasers to finance their purchase of vacation ownership interests. If purchasers default on the loans that are provided to finance their purchases of vacation ownership interests, the revenues and profits that ILG derives from the vacation ownership business could be reduced. Providing secured financing to some purchasers of vacation ownership interests subjects ILG to the risk of purchaser default. As of December 31, 2015, ILG had approximately $36.5 million and the Vistana Vacation Ownership Business had approximately $616 million of net timeshare financing

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receivables outstanding. ILG could incur material losses if there is a significant increase in the delinquency rate applicable to the ILG and the Vistana Vacation Ownership Business portfolio of consumer loans. An increased level of delinquencies could result from changes in economic or market conditions, increases in interest rates, adverse employment conditions and other factors beyond ILG's control. Increased delinquencies could also result from the inability to evaluate accurately the credit worthiness of the customers to whom financing is extended. If default rates for ILG's or the Vistana Vacation Ownership Business's borrowers were to increase, ILG may be required to increase its provision for loan losses. In addition, increased delinquency rates may cause buyers of, or lenders whose loans are secured by, these consumer loans to reduce the amount of availability under ILG's financing or loan sale facilities, or to increase the interest costs associated with such facilities. In such an event, ILG's cost of financing would increase, and ILG may not be able to secure financing on terms acceptable to it, if at all.

        If a purchaser defaults under the financing that ILG or the Vistana Vacation Ownership Business provides, ILG could be forced to write off the loan and reclaim ownership of the timeshare interest through foreclosure or deed in lieu of foreclosure. If the timeshare interest has declined in value, ILG may incur impairment losses that reduce its profits. In addition, ILG may be unable to resell the property in a timely manner or at the same price, or at all. Also, if a purchaser of a timeshare interest defaults on the related loan during the early part of the amortization period, ILG may not have recovered the marketing, selling and general and administrative costs associated with the sale of that timeshare interest. If ILG or the Vistana Vacation Ownership Business is unable to recover any of the principal amount of the loan from a defaulting purchaser, or if the allowances for losses from such defaults are inadequate, the revenues and profits that ILG derives from the vacation ownership business could be reduced.

         Volatility in Credit Markets—Volatility in the credit markets may adversely impact ILG's and the Vistana Vacation Ownership Business's ability to finance the loans that ILG's vacation ownership business and the Vistana Vacation Ownership Business generate.

        ILG's vacation ownership business and the Vistana Vacation Ownership Business provide financing to purchasers of their respective vacation ownership interests, and ILG or Vistana may seek to obtain third-party lender receivables financing. Volatility in the credit markets may impact the timing and volume of the timeshare loans, and the related loan terms such as advance rate, that ILG or Vistana is able to finance which could adversely affect sales of vacation ownership interests.

         Sufficiency of Maintenance Fee Collection and Budgeting—ILG's and the Vistana Vacation Ownership Business's continued management of homeowners' associations depends on their ability to collect sufficient maintenances fees.

        ILG's and the Vistana Vacation Ownership Business's management fees from homeowners' associations are derived from maintenance fees levied on the owners by the associations. These maintenance fees also fund the operation, maintenance and improvements for the property. Many of the properties that ILG and the Vistana Vacation Ownership Business manage do not receive subsidies or resale services for foreclosed inventory from the developer. Once an association begins to experience a high default rate, if it is unable to foreclose and resell units to paying owners, the situation worsens as the maintenance fees on remaining owners continually increase to cover expenses. If the homeowners' associations that ILG and the Vistana Vacation Ownership Business manage are unable to levy and collect sufficient maintenance fees to cover the costs to operate and maintain the resort properties, such properties may be forced to close or file bankruptcy and may terminate their management agreements.

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        Most of ILG's VRI Europe properties in Spain operate on a fixed fee basis, and VRI Europe has a responsibility to maintain the properties. To the extent the costs of maintenance and operation exceed historic and planned amounts, ILG may be required to fund the deficit.

         Control of Managed Resorts—ILG's and the Vistana Vacation Ownership Business's management agreements with homeowners' associations may not be renewed if an entity that offers management services acquires sufficient interests in the resort.

        The homeowners' associations that engage ILG and the Vistana Vacation Ownership Business to manage their resorts are operated through an elected board. Entities that offer management services have acquired, or may acquire, a number of vacation ownership interests that may be voted to influence the composition of the homeowners' association board. To the extent that an entity offering management services is able to influence the membership or decision-making of the homeowners' association board based on their ownership of interests at the resort, ILG's and the Vistana Vacation Ownership Business's management agreements may not be renewed and ILG's business and results of operations may be adversely affected.

         New Products and Services—ILG and the Vistana Vacation Ownership Business may not be able to achieve their strategic objectives through new products and initiatives.

        In order to support its strategic objectives, ILG and the Vistana Vacation Ownership Business have introduced new products and services and expect to continue to do so in the future. Launching new products and services involves a number of risks including the ability to achieve the anticipated level of market acceptance and to manage the costs and timeliness of rolling out the product or service. If ILG or the Vistana Vacation Ownership Business is unable to gain market acceptance, experience substantial delays or is required to expend significantly more than expected, ILG's business and results of operations may be materially adversely affected.

         Property Renovations—A significant decrease in the supply of available vacation accommodations due to ongoing property renovations could adversely affect ILG's business, financial condition or results of operations.

        The vacation properties for which ILG and the Vistana Vacation Ownership Business provide rental and/or management services are expected to undergo significant renovations periodically. These renovations may result in a decrease in the supply of vacation accommodations available to vacationers during the applicable renovation periods. Furthermore, ongoing renovations at a particular property may negatively impact the desirability of the property as a vacation destination. A significant decrease in the supply of available vacation accommodations during renovation periods, coupled with the inability to attract vacationers to properties undergoing renovations, could have an adverse effect on ILG's business, financial condition or results of operations.

         Compliance and Changing Laws, Rules and Regulations—The failure of ILG's and the Vistana Vacation Ownership Business's businesses to comply with extensive regulatory requirements, or to obtain and maintain required licenses and rights, could adversely affect ILG's and the Vistana Vacation Ownership Business's business, financial condition or results of operations.

        The ILG and the Vistana Vacation Ownership Business businesses are subject to various laws, rules and regulations on a global basis, including those specific to the vacation ownership industry, as well as those applicable to businesses generally, such as licensing requirements and laws governing ILG's and the Vistana Vacation Ownership Business's marketing and sales activities, such as anti-fraud, sweepstakes, telemarketing, home solicitation sales, tour operator, seller of travel, consumer privacy, consumer protection, securities and sales, use, value-added and other tax laws, rules and regulations. Additionally, the businesses are subject to laws and regulations associated with hotel and resort

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management, including relating to the preparation and sale of food and beverages, liquor service and health, safety and accessibility of managed premises. While ILG and the Vistana Vacation Ownership Business believe that their operations and practices have been structured in a manner to ensure material compliance with applicable laws, rules and regulations, the relevant regulatory authorities may take a contrary position. The failure of the businesses to comply with applicable laws, rules and regulations, or to obtain required licenses or rights, could have a material adverse effect on ILG's business, financial condition or results of operations. In addition, unfavorable changes in the laws, rules and regulations applicable to ILG and the Vistana Vacation Ownership Business, including those related to the imposition of taxes, could decrease demand for the services offered by these businesses, increase costs and/or subject the businesses to additional liabilities, which could have an adverse effect on ILG's business, financial condition or results of operations.

         Compliance with Vacation Ownership Regulations—The failure of ILG's and the Vistana Vacation Ownership Business's businesses to comply with regulatory requirements applicable to real estate development and sales and marketing activities with respect to ownership interests could adversely affect ILG's and the Vistana Vacation Ownership Business's business, financial condition or results of operations.

        The vacation ownership industry is subject to extensive regulations in various jurisdictions in the United States and elsewhere, which generally require vacation ownership resort developers to follow certain procedures in connection with the development, sale and marketing of vacation interests, including the filing of offering statements with relevant governmental authorities for approval and the delivery to prospective purchasers of certain information relating to the terms of the purchase and use, including rescission rights. The preparation of vacation ownership interest registrations requires time and cost, and in many jurisdictions the exact date of registration approval cannot be accurately predicted. ILG's and the Vistana Vacation Ownership Business's real estate development activities are also subject to laws and regulations applicable to real estate development, subdivision and construction activities, zoning, land use restrictions, environmental regulation, title transfers, title insurance and taxation. Laws in some jurisdictions also impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer. In addition, ILG and the Vistana Vacation Ownership Business provide financing to some purchasers of vacation ownership interests and also service the resulting loans. This practice subjects ILG and the Vistana Vacation Ownership Business to various regulations, including those which require disclosure to borrowers regarding the terms of their loans as well as settlement, servicing and collection of loans. As a result, any negative change in the regulatory environment within the vacation ownership industry or failure to comply with applicable laws and regulations could have a material adverse effect on ILG's and the Vistana Vacation Ownership Business's business, financial condition or results of operations.

         Compliance with Do Not Call Regulation—The failure of ILG's and the Vistana Vacation Ownership Business's businesses to comply with applicable "do not call" legislation could adversely affect ILG's and the Vistana Vacation Ownership Business's business, financial condition or results of operations.

        In recent years, "do not call" legislation has significantly increased the costs associated with telemarketing. ILG and the Vistana Vacation Ownership Business have implemented procedures that they believe will help reduce the possibility that they will contact individuals on regulatory "do not call" lists, but there can be no assurance that such procedures will be effective in ensuring regulatory compliance. Additionally, because Vistana's relationship with Starwood will be changing as a result of the Transactions for purposes of "do not call" legislation in some jurisdictions, it may be more difficult for Vistana to utilize customer information it obtains from Starwood in the future, and as a result, maintain compliance with applicable legislation.

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         Partnerships and Joint Ventures—Investing through partnerships or joint ventures decreases ILG's ability to manage risk.

        In addition to acquiring or developing resorts or acquiring companies that complement ILG's business directly, ILG has from time to time invested, and expects to continue to invest, as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, joint venture investments may involve risks such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with ILG's business interests or goals, or be in a position to take action contrary to ILG's instructions or requests or contrary to its policies or objectives. Consequently, actions by a co-venturer might subject resorts or other businesses owned by the joint venture to additional risk. Further, ILG may be unable to take action without the approval of its joint venture partners. Alternatively, ILG's joint venture partners could take actions binding on the joint venture without its consent. Additionally, should a joint venture partner become bankrupt, ILG could become liable for its partner's share of joint venture liabilities.

         Maintenance of Systems and Infrastructure—ILG's and the Vistana Vacation Ownership Business's success depends, in part, on the integrity of their systems and infrastructure. System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on ILG's business, financial condition or results of operations.

        ILG's and/or the Vistana Vacation Ownership Business's success depends, in part, on their ability to maintain the integrity of their systems and infrastructure, including websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and any lack of integration and redundancy in information systems and infrastructure may adversely affect their ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. ILG and the Vistana Vacation Ownership Business may experience occasional system interruptions that make some or all systems or data unavailable or prevent the businesses from efficiently providing services or fulfilling orders. The businesses also rely on third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in the systems and infrastructures of the businesses and/or third parties, or deterioration in the performance of these systems and infrastructure, could impair the ability of ILG's and/or the Vistana Vacation Ownership Business's businesses to provide services, fulfill orders and/or process transactions.

        Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructure at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent ILG's and/or the Vistana Vacation Ownership Business's businesses from providing services, fulfilling orders and/or processing transactions. While the businesses have backup systems for certain aspects of their operations, these systems are not fully redundant and disaster recovery planning is not sufficient for all eventualities. In addition, there may not be adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect ILG's business, financial conditions or results of operations.

         Technology Projects—Business interruptions, cost overruns or project delays in connection with ILG's undertaking of significant technology projects may materially adversely affect ILG's business.

        ILG's businesses have ongoing development projects related to its proprietary and third party technology, some of which are significant. ILG has committed sizable resources to these projects, which are expected to be phased in over several years. These projects are extremely complex, in part, because

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of the wide range of processes and the legacy systems involved. ILG and the Vistana Vacation Ownership Business use both internal and external resources, and if these resources become unavailable, ILG's business and operations may be adversely affected. As ILG and the Vistana Vacation Ownership Business proceed with their existing projects, they are using controlled project plans and change control processes that it is believed will provide for the adequate allocation of resources. However, a divergence from these may result in cost overruns or project delays. If the systems do not operate as expected, this could impact ILG's and/or the Vistana Vacation Ownership Business's ability to perform necessary business operations, which could materially adversely affect ILG's business.

         Privacy—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or requirements imposed by credit card companies.

        In the processing of consumer transactions, ILG's and/or the Vistana Vacation Ownership Business's businesses receive, transmit and store a large volume of personally identifiable information and other user data. The sharing, use, disclosure and protection of this information is governed by the privacy and data security policies maintained by the ILG and/or the Vistana Vacation Ownership Business businesses, as well as by contractual obligations with respect to data privacy. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. ILG could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect ILG's business, financial condition or results of operations.

        A company processing, storing, or transmitting payment card data must be compliant with Payment Card Industry-Data Security Standards, or PCI-DSS, or risk losing its ability to process credit card payments and being audited and/or fined. As of December 31, 2015, ILG believes its Interval, HVO, VRI, TPI, and VRI Europe businesses are compliant with these standards, and its Aqua-Aston Hospitality business is working to become fully compliant. ILG also believes that the Vistana Vacation Ownership Business is compliant and will continue to be compliant. Failure to obtain or maintain PCI-DSS compliance could result in ILG's inability to accept credit card payments or subject ILG to penalties and thus could have a material negative effect on ILG's operations. Changes in these security standards may cause ILG to incur significant unanticipated expenses to meet new requirements.

         Online Security Risks—ILG and the Vistana Vacation Ownership Business are subject to online security risks, including security breaches and identity theft and the related requirements imposed by credit card companies.

        ILG's and/or the Vistana Vacation Ownership Business's failure, and/or the failure by the various third party vendors and service providers with which they do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of the respective businesses, discourage potential users from trying ILG's and the Vistana Vacation Ownership Business's products and services, breach certain agreements pursuant to which ILG and the Vistana Vacation Ownership Business have obligations with respect to network security, and/or result in fines and/or proceedings by governmental agencies, service providers and/or consumers, one or all of which could adversely affect ILG's business, financial condition or results of operations. Any penetration of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of ILG's businesses and subject it to

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increased costs, litigation and other liabilities. Security breaches could also significantly damage ILG's and/or the Vistana Vacation Ownership Business's reputation with consumers and third parties with whom they do business. It is possible that advances in computer capabilities, new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a compromise of information or a breach of the technology and security processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. ILG may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences.

         Intellectual Property—ILG and/or the Vistana Vacation Ownership Business may fail to adequately protect their intellectual property rights or may be accused of infringing intellectual property rights of third parties.

        ILG and/or the Vistana Vacation Ownership Business may fail to adequately protect their respective intellectual property rights or may be accused of infringing intellectual property rights of third parties. The failure to protect such intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit ILG's or the Vistana Vacation Ownership Business's ability to control marketing, which could adversely affect ILG's business, financial condition or results of operations.

        From time to time, ILG and/ or the Vistana Vacation Ownership Business may be subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce ILG's and/or the Vistana Vacation Ownership Business's intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, will likely be protracted and expensive and could result in substantial costs and diversion of management and technical resources, any of which could adversely affect ILG's business, financial condition or results of operations.

         Environmental Matters—ILG and the Vistana Vacation Ownership Business are subject to certain requirements under applicable environmental laws and regulations and may be subject to potential liabilities.

        The resorts that ILG and the Vistana Vacation Ownership Business manage, the assets at vacation ownership resorts that are owned by ILG and the Vistana Vacation Ownership Business and the Transferred Properties are all subject to certain requirements and potential liabilities under national, state, and local laws and regulations that govern the discharge of materials into the environment or otherwise relate to protection of the environment or health and safety. The costs of complying with these requirements are generally covered by the homeowners' associations that operate the affected resort property and are the responsibility of ILG and the Vistana Vacation Ownership Business for assets they own. To the extent that ILG or the Vistana Vacation Ownership Business holds interests in a particular resort, ILG or the Vistana Vacation Ownership Business would be responsible for their pro rata share of losses sustained by such resort as a result of a violation of any such environmental laws and regulations.

         Insurance—Damage to, or other potential losses involving, properties that ILG owns or manages may not be covered by insurance.

        Market forces beyond ILG's control may limit the scope of the insurance coverage it can obtain or its ability to obtain coverage at reasonable rates. Certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, or terrorist acts, may be uninsurable or the price of coverage for such losses may be too expensive to justify obtaining insurance. As a result, the cost of insurance for ILG or the Vistana Vacation Ownership Business may increase and ILG's or the Vistana

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Vacation Ownership Business's coverage levels may decrease. In addition, in the event of a substantial loss, the insurance coverage ILG carries may not be sufficient to pay the full market value or replacement cost of its lost investment or that of owners of vacation ownership interests or in some cases may not provide a recovery for any part of a loss. In such event, ILG could lose some or all of the capital that has been invested in an affected property, as well as the anticipated future revenue from such property. In addition, ILG could lose the management contract for the property and, to the extent such property operates under a brand licensed by ILG, the property may lose operating rights under the associated brand.

         Takeover Defenses—ILG's rights plan, charter provisions and terms of ILG's debt documents may affect the likelihood of a takeover or change of control of ILG.

        ILG has in place a stockholders' rights plan and certain charter provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of ILG that are not approved by the ILG Board of Directors. In particular, ILG's charter provides that stockholders may not act by written consent and that the ILG Board of Directors has the power to issue shares of preferred stock with such designation, powers, preferences, and rights as the ILG Board of Directors shall determine. The transactions that may be deterred, delayed or prevented might have allowed ILG's stockholders to receive a premium for their shares over then-current market prices. In addition, under ILG's senior credit facility, a change of control (as defined in the credit agreement) constitutes an event of default, entitling ILG's lenders to terminate the facility and require it to repay outstanding borrowings. As a result, the provisions of this agreement also may affect the likelihood of a takeover or other change of control. Under the Hyatt® master license agreement, ILG needs Hyatt®'s written consent prior to a change of control (as defined in the agreement) of its subsidiary, S.O.I. Acquisition Corp. and, in certain cases, of ILG. In addition, under the License Agreement, ILG needs Starwood's consent prior to a change in control (as defined in the License Agreement) of Vistana or, subject to certain exceptions, ILG.

         Dividends—ILG may not continue paying dividends at the same rate or at all.

        While ILG began paying quarterly dividends in 2012, ILG may be unable to continue to pay dividends at the current rate or at all following the Transactions based on covenants in its credit agreement or if ILG does not have sufficient surplus under Delaware law. ILG's board of directors may determine not to declare dividends if the board deems this action to be in the ILG's best interests. Discontinuing payment of dividends could change the manner, timing and/or ability to realize gains on investment in ILG's common stock.

         Sanctions Laws—ILG could be adversely affected by changes to or violations of sanctions laws.

        The United States has from time to time imposed sanctions that restrict U.S. companies from engaging in business activities with certain persons, foreign countries, or foreign governments that it determines are adverse to U.S. foreign policy interests. Other countries in which ILG operates may also impose such sanctions. Any restrictions on ILG's ability to conduct its business operations could negatively impact ILG's financial results. If ILG is found to be liable for violations of U.S. sanctions laws or equivalent laws of another country where ILG operates, either due to ILG's own acts or out of inadvertence, ILG could suffer monetary penalties and reputational harm which could have a material and adverse effect on ILG's results of operations and financial condition.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus, including information incorporated by reference into this proxy statement/prospectus, contains certain statements which may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Statements that are not historical fact are forward looking-statements, and are contained throughout this document. These forward-looking statements reflect management's views and assumptions as of the date of this proxy statement/prospectus regarding future events and operating performance. Some of the forward-looking statements in this document can be identified by the use of forward-looking terms such as "believes", "intends", "expects", "may", "will", "estimates", "should", "could", "anticipates", "plans", "projects", "forecasts" or other comparable terms. Forward-looking statements, such as certain pro forma information; any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; any statements of belief; any statements regarding the expected effect or outcome of contingencies and litigation; and any statements of assumptions underlying any of the foregoing, are subject to known and unknown risks and uncertainties, many of which may be beyond the control of Vistana, Starwood and/or ILG, that could cause actual results to differ materially from any future results, performance, or achievements expressed or implied by the forward-looking statements.

        You should understand that the following important factors, assumptions, risks and uncertainties that could affect the future results of ILG and/or Vistana and could cause actual results to differ materially from those expressed in the forward-looking statements:

    ILG's ability to obtain requisite stockholder approval of the Share Issuance to complete the Transactions;

    the requirement that the parties receive regulatory approvals or clearances under the Mexican Federal Law on Economic Competition;

    other conditions to the closing of the Transactions not being satisfied;

    the integration of the Vistana Vacation Ownership Business with ILG's business, operations and culture and the ability to operate as effectively and efficiently as expected, and ILG's ability to successfully manage and integrate acquisitions generally;

    ILG's ability to realize the synergies and benefits expected to result from the Merger within the anticipated time frame;

    ILG's ability to complete, in a timely manner or at all, contemplated development and construction projects relating to new or pre-existing vacation ownership properties, including conversion of existing properties;

    changes in governmental regulations or the adoption of new laws or regulations applicable to the business that may make it more difficult or expensive to operate each company's business before or after the Merger;

    adverse changes to, or interruptions in, relationships with third parties, including developers and franchisors, and the response of key suppliers and licensors to ILG's licensed brand expansion;

    changes in the Starwood Preferred Guest® loyalty program affecting customers of the Vistana Vacation Ownership Business's use of the program;

    the occurrence of a termination event under the Hyatt® master license agreement with Hyatt® or the License Agreement;

    the lack of available financing for, or insolvency or consolidation of, developers;

    the lack of available financing for securitization or other financing of vacation ownership interests;

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    commercial and consumer spending decisions during periods of economic uncertainty;

    ILG's ability to market vacation ownership interests successfully and efficiently;

    the loss or decrease of interest from prospective purchasers of vacation ownership interests;

    potential disruption of management's time and attention from the ongoing business operations of ILG as a result of the Transactions;

    changes in senior management, the loss of key employees or the ability of ILG to retain and hire key personnel and maintain relationships with key business partners;

    the further consolidation of the vacation ownership industry;

    increased construction costs at vacation ownership properties as a result of global competition for materials;

    certain restrictive covenants in ILG's revolving credit facility and indenture;

    non-payment by third parties of advances or extensions of credit;

    the ability to offer new or alternative products and services in a cost-effective manner and customer acceptance of these products and services, including ILG's ability to provide customers the benefits and services of the Vistana Vacation Ownership Business on equivalent financial terms;

    the operation of the Transferred Properties prior to their conversion to vacation ownership properties;

    ILG's ability to expand successfully into international markets and to manage risks specific to international operations;

    business interruptions in connection with ILG's or Vistana's technology systems;

    third-party claims alleging infringement of intellectual property rights by ILG or ILG businesses, which could result in the expenditure of significant financial and managerial resources, injunctions or the imposition of damages;

    general competition in the market, including product innovation, financing, marketing, and branding;

    fluctuations in currency exchange rates;

    adverse trends in the vacation ownership, vacation rental and travel industries;

    adverse events or trends in key vacation destinations; and

    travel advisories relating to epidemics or pandemics, natural disasters, acts of terrorism, war or political instability.

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THE ILG SPECIAL MEETING

General

        This proxy statement/prospectus is being provided to ILG stockholders as part of a solicitation of proxies by the ILG Board of Directors for use at the ILG special meeting. This proxy statement/prospectus provides ILG stockholders with important information they need to know to be able to vote, or instruct their brokers or other nominees to vote, at the ILG special meeting.

Date, Time and Place

        The ILG special meeting will be held on April 20, 2016 at 1:00 pm, Eastern time, at ILG's principal executive offices located at 6262 Sunset Drive, Miami, Florida 33143.

Matters for Consideration

        At the special meeting, ILG stockholders will be asked to vote on the following proposals:

    a proposal to approve the issuance of ILG common stock in connection with the Merger, which we refer to as the Share Issuance; and

    a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance, which we refer to as the meeting adjournment proposal.

        Completion of the Merger is conditioned on approval by ILG stockholders of the Share Issuance, but is not conditioned on the approval of the meeting adjournment proposal. The Share Issuance becomes effective only if the Merger is completed.

        THE ILG BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE SHARE ISSUANCE AND THE MERGER AND UNANIMOUSLY RECOMMENDS THAT ILG STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE.

        THE ILG BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT ILG STOCKHOLDERS VOTE FOR THE MEETING ADJOURNMENT PROPOSAL.

Record Date; Voting Information

        The record date for the special meeting is February 23, 2016. Only holders of record of ILG common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof. As of the record date, approximately 57,490,609 shares of ILG common stock were issued and outstanding and entitled to notice of, and to vote at, the special meeting, and there were approximately 1,384 holders of record of ILG common stock. Each share of ILG common stock shall entitle the holder to one vote on each of the proposals to be considered at the special meeting. A complete list of stockholders entitled to vote at the special meeting will be open to the examination of stockholders on the special meeting date and for a period of ten days prior to the special meeting, during normal business hours, at the offices of Interval Leisure Group, Inc., 6262 Sunset Drive, Miami, Florida 33143.

        If you are a record holder of ILG common stock on the record date, you may vote your shares of ILG common stock in person at the special meeting or by proxy as described below under "—Voting by Proxy."

Quorum

        The holders of a majority of the issued and outstanding common stock of ILG present either in person or by proxy at the special meeting will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered

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to be present at the special meeting for purposes of determining if a quorum is present. If a quorum is not present or if there are not sufficient votes for the approval of the Share Issuance, ILG expects to, and if reasonably requested by Starwood will, adjourn or postpone the ILG special meeting to solicit additional proxies, subject to approval of the meeting adjournment proposal by the affirmative vote of the holders of a majority of the shares of ILG common stock present in person or represented by proxy at the ILG special meeting. At any subsequent reconvening of the ILG special meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the ILG special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the subsequent meeting.

Required Vote

        ILG stockholders of record on the record date for the ILG special meeting may vote "FOR" or "AGAINST," or may abstain from voting, on the proposal to approve the Share Issuance. Consummation of the Transactions requires the approval of the Share Issuance.

        In accordance with the DGCL, rules of the NASDAQ, ILG's organizational documents and the Merger Agreement, the approval by ILG stockholders of the Share Issuance proposal requires the affirmative vote of a majority of the votes cast by holders of ILG common stock present or represented by proxy at the special meeting at which a quorum is present. If you abstain, it will have the same effect as a vote "AGAINST" the proposal to approve the Share Issuance. If a quorum is present, a failure to vote will have no effect on the outcome of the Share Issuance proposal.

        The approval of the meeting adjournment proposal requires the affirmative vote of the holders of a majority of the voting power of ILG stockholders present in person or represented by proxy at the special meeting. Therefore, if you abstain, it will have the same effect as a vote "AGAINST" the adoption of the meeting adjournment proposal and if you fail to vote, it will only affect the outcome of the proposal if you are present in person or represented by proxy at the special meeting.

Voting by Proxy

        If you were a record holder of ILG common stock at the close of business on the record date of the special meeting, a proxy card is enclosed for your use. ILG requests that you submit your proxy to vote your shares as promptly as possible by (i) accessing the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of ILG common stock represented by it will be voted at the special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

        If a proxy is returned without an indication as to how the shares of ILG common stock represented are to be voted with regard to a particular proposal, the ILG common stock represented by the proxy will be voted in accordance with the recommendation of the ILG Board of Directors and, therefore, "FOR" the proposal to approve the Share Issuance and "FOR" the meeting adjournment proposal.

        At the date hereof, the ILG Board of Directors has no knowledge of any business that will be presented for consideration at the special meeting and that would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in the Notice of Special Meeting of Stockholders. If any other matter is properly presented at the special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

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        If your broker, bank or other nominee holds your shares of ILG common stock in street name, you must either direct your nominee on how to vote your shares or obtain a proxy from your nominee to vote in person at the special meeting. Please check the voting form used by your nominee for information on how to submit your instructions to them.

        Your vote is important. Accordingly, if you were a record holder of ILG common stock on the record date of the special meeting, please sign and return the enclosed proxy card or vote via the internet or telephone whether or not you plan to attend the special meeting in person. Proxies submitted through the specified internet website or by phone must be received by 11:59 p.m., Eastern Time, on April 19, 2016.

Revocation of Proxies

        If you are the record holder of ILG common stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the special meeting. You can do this by:

    timely delivering a signed written notice of revocation;

    timely delivering a new, valid proxy bearing a later date (including by telephone or through the internet); or

    attending the ILG special meeting and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person. Simply attending the special meeting without voting will not revoke any proxy that you have previously given or change your vote.

        A registered ILG stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder's previous proxy.

        Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
Attention: Senior Vice President, General Counsel and Secretary

        If your shares are held in street name through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or nominee in accordance with its established procedures. If your shares are held in the name of a broker, bank or other nominee and you decide to change your vote by attending the special meeting and voting in person, your vote in person at the special meeting will not be effective unless you have obtained and present an executed proxy issued in your name from the record holder (your broker, bank or nominee).

Voting by ILG Directors and Executive Officers

        At the close of business on the record date of the special meeting, ILG directors and executive officers were entitled to vote approximately 4% of the shares of ILG common stock outstanding on the record date. ILG's chief executive officer, chief operating officer and chief financial officer, who collectively hold approximately 2% of the ILG common stock outstanding, have each entered into voting and support agreements whereby they have agreed to vote all shares held by them in favor of the Share Issuance proposal. ILG currently expects that all of its directors and executive officers and their affiliates will vote their shares in favor of all proposals.

        In accordance with the DGCL, rules of the NASDAQ, ILG's organizational documents and the Merger Agreement, the approval by ILG stockholders of the Share Issuance proposal requires the affirmative vote of a majority of the votes cast by holders of ILG common stock present or represented by proxy at the special meeting at which a quorum is present. The approval of the meeting adjournment proposal requires the affirmative vote of the holders of a majority of the shares of ILG

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common stock present in person or represented by proxy at the ILG special meeting and entitled to vote thereon.

        No vote of Starwood stockholders is required in connection with the Transactions, and the only vote required with respect to Vistana is by Starwood as its sole stockholder, which stockholder approval was obtained on October 27, 2015. No directors, executive officers or affiliates of Vistana or Starwood will have voting rights in connection with the Transactions with respect to their ownership of any Starwood common stock or Vistana common stock.

Solicitation of Proxies

        ILG is soliciting proxies for the special meeting and will bear all expenses in connection with solicitation of proxies, except that expenses incurred in connection with the printing and mailing of this proxy statement/prospectus will be shared equally by ILG and Starwood. ILG has retained D.F. King & Co., Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $7,500 plus expenses. Upon request, ILG will pay banks, brokers, nominees, fiduciaries or other custodians their reasonable out-of-pocket expenses for sending proxy materials to, and obtaining instructions from, persons for whom they hold shares. ILG expects to solicit proxies primarily by mail, but its directors, officers and other employees of ILG may also solicit in person or by internet, telephone or mail.

Other Matters

        As of the date of this proxy statement/prospectus, the ILG Board of Directors knows of no other matters that will be presented for consideration at the special meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the special meeting of ILG stockholders, or any adjournments or postponements of the special meeting, and are properly voted upon, the enclosed proxies will give the individuals that ILG stockholders name as proxies therein discretionary authority to vote the shares represented by these proxies as to any of these matters; provided, however, that those individuals will only exercise this discretionary authority with respect to matters that were unknown a reasonable time before the solicitation of proxies.

Proxy Solicitor

        ILG stockholders who need assistance in voting their shares or need a copy of this proxy statement/prospectus should contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Call Toll Free: (866) 751-6309
Call Collect: (212) 269-5550
Email: iilg@dfking.com

Transfer Agent

        ILG stockholders should contact the transfer agent, at the phone number or address listed below, if they have questions concerning transfer of ownership or other matters pertaining to their stock accounts.

Computershare
PO Box 43006
Providence, RI 02940-3006
Telephone: 1-800-522-6645
International Telephone: 1-201-680-6578

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THE TRANSACTIONS

General

        Vistana was incorporated in Delaware on June 10, 2015 for the purposes of holding the Vistana Vacation Ownership Business. On October 28, 2015, Starwood and ILG announced that they had entered into a transaction pursuant to which ILG will acquire the Vistana Vacation Ownership Business. In connection with the Transactions, Starwood will effect (1) the separation of the Vistana Vacation Ownership Business from Starwood's other businesses, (2) the distribution of all of the shares of Vistana common stock to Starwood's stockholders entitled to shares of Vistana common stock in the Distribution, and (3) immediately thereafter, the merger of Merger Sub with and into Vistana, with Vistana becoming a wholly owned subsidiary of ILG. Following the consummation of the Transactions, Starwood stockholders will continue to hold the shares of Starwood common stock they held prior to the Merger. Starwood stockholders entitled to shares of Vistana common stock in the Distribution will also hold approximately 55% of the ILG common stock immediately following the effective time of the Merger, on a fully diluted basis. Current ILG stockholders will hold approximately 45% of the ILG common stock immediately following the effective time of the Merger, on a fully diluted basis.

        In order to effect the Separation, the Distribution and the Merger, ILG, Starwood, Vistana and Merger Sub entered into a number of agreements, including the Merger Agreement and the Separation Agreement. These agreements, which are described in greater detail in this proxy statement/prospectus, provide for (1) the sale directly by Starwood subsidiary seller(s) to ILG Subsidiary Buyer or other conveyance by Starwood to Vistana and entities that will become Vistana subsidiaries pursuant to an internal restructuring of certain assets and liabilities, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses, (2) the payment by ILG Subsidiary Buyer of the Asset Purchase Price and, if the Distribution Date Payment exceeds the Asset Purchase Price, a distribution by Vistana to Starwood in an amount equal to such excess, (3) the distribution of all of the shares of Vistana common stock to a distribution agent to be held collectively for the benefit of Starwood stockholders of record on the record date for the Distribution which stockholders are entitled to a pro rata distribution of such shares in the Distribution, (4) the merger of Merger Sub with and into Vistana, with Vistana being the surviving corporation of the Merger and a wholly owned subsidiary of ILG and (5) the automatic conversion of shares of Vistana common stock into shares of ILG common stock in the Merger, the distribution of book entry authorizations for such shares of ILG common stock to Starwood stockholders entitled to shares of Vistana common stock in the Distribution and the payment of cash in lieu of fractional shares of such ILG common stock.

Transaction Sequence

        Below is a step-by-step list illustrating the sequence of material events relating to the Separation, the Distribution and the Merger. Each of these events is discussed in more detail elsewhere in this proxy statement/prospectus. ILG and Starwood anticipate that the Separation, Distribution and Merger will occur in the following order:

            Step 1: Starwood and certain Starwood subsidiaries will engage in a series of transactions in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses pursuant to which (a) certain assets and liabilities not currently owned by Vistana and its subsidiaries will be (i) sold directly to ILG Subsidiary Buyer or (ii) otherwise transferred pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries and (b) certain assets and liabilities currently owned by entities that will become Vistana subsidiaries will be transferred to subsidiaries of Starwood. We refer to the conveyance of specified assets and liabilities related to the Vistana Vacation Ownership Business to Vistana as the Contribution.

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            Step 2: In exchange for the sale of certain assets and liabilities to ILG Subsidiary Buyer in Step 1, ILG Subsidiary Buyer will pay the Asset Purchase Price to the applicable Starwood subsidiary seller(s).

            Step 3: In exchange for the Contribution in Step 1, Vistana will issue shares of Vistana common stock to Starwood and, if applicable, make a distribution to Starwood in an amount equal to the Distribution Date Payment less the Asset Purchase Price.

            Step 4: Starwood will effect the Distribution by distributing on a pro rata basis all of the shares of Vistana common stock it holds to Starwood stockholders entitled to shares of Vistana common stock in the Distribution as of the record date of the Distribution. Starwood will deliver the shares of Vistana common stock to the distribution agent, who will hold such shares for the benefit of Starwood stockholders.

            Step 5: Immediately following the Distribution, Merger Sub will merge with and into Vistana with Vistana being the surviving corporation of the Merger as a wholly owned subsidiary of ILG. In the Merger, the shares of Vistana common stock held by the distribution agent for the benefit of Starwood stockholders will be automatically converted into a number of shares of ILG common stock such that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will collectively own approximately 55% of the shares of ILG common stock after the Merger, and ILG stockholders immediately prior to the Merger will collectively own approximately 45% of the shares of ILG common stock after the Merger, in each case, on a fully diluted basis.

            Step 6: ILG's transfer agent will distribute to Starwood stockholders entitled to shares of Vistana common stock in the Distribution shares of ILG common stock in the form of a book-entry authorization and cash in lieu of fractional shares in accordance with the terms of the Separation Agreement and the Merger Agreement.

        Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure of the parties to the Transactions, the corporate structure of the parties immediately following the Distribution but before the Merger, and the final corporate structure immediately following the consummation of the Merger.


Existing Structure


GRAPHIC

 

Structure Following the Separation and the
Distribution but Before the Merger2



GRAPHIC

   


2
Certain assets of the Vistana Vacation Ownership Business will be sold directly to ILG Subsidiary Buyer as described in "Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" beginning on page 125.

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Structure Following the Merger


GRAPHIC

The Separation and Distribution

        As part of the Separation and immediately prior to the Distribution, Starwood and certain Starwood subsidiaries will engage in a series of transactions in which certain assets and liabilities will be (a) sold directly to ILG Subsidiary Buyer or (b) otherwise conveyed pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses prior to the Distribution. In connection with such sale to ILG Subsidiary Buyer and immediately prior to and as a condition of the Distribution, ILG Subsidiary Buyer will pay to the applicable Starwood subsidiary seller(s) the Asset Purchase Price. Each of the Distribution Date Payment and the Asset Purchase Price are distinct from the other, though the payment of the Asset Purchase Price by ILG Subsidiary Buyer to any Starwood subsidiary seller(s) results in a corresponding reduction in the amount of the Distribution Date Payment required to be paid by Vistana to Starwood. Therefore, if the Asset Purchase Price is less than the Distribution Date Payment, Vistana will distribute an amount equal to the shortfall to Starwood. Further, if the Asset Purchase Price is greater than the Distribution Date Payment, Starwood will contribute an amount equal to the excess to Vistana. Except as contemplated in the three immediately preceding sentences and except for any payment that may be required in connection with the post-closing adjustment described below, no other payment will be required in respect of the Distribution Date Payment. The specific assets and liabilities to be sold directly to ILG Subsidiary Buyer will be finally determined prior to the Distribution Date based on the estimated amount of the Distribution Date Payment, a statement of which is required to be delivered by Starwood to ILG prior to the anticipated Distribution Date. The specific assets and liabilities that may be sold directly to ILG Subsidiary Buyer are described in ``Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" on page 125. To the extent that any of the assets and liabilities comprising the Vistana Vacation Ownership Business (including any of the assets and liabilities that may be sold directly to ILG Subsidiary Buyer) are not sold directly to ILG Subsidiary Buyer, they will be conveyed to Vistana and entities that will become Vistana subsidiaries pursuant to the internal restructuring transactions (including the Contribution). The Separation Agreement provides for an adjustment at closing to the $132 million cash payment to the extent that estimated capital spend for the Vistana Vacation Ownership Business for the period from October 1, 2015 through March 31, 2016 is greater or less than the target capital spend for such period as agreed among the parties. In addition, the Distribution Date Payment is subject to a further adjustment to the extent that the actual amount of capital spend for the Vistana Vacation Ownership Business from April 1, 2016 through the date of the Distribution is greater or less than the total amount of operating cash flow of the Vistana Vacation

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Ownership Business during such period. The Distribution Date Payment is subject to a post-closing adjustment for any difference between the actual amounts included in the calculation of the Distribution Date Payment as of the closing, on the one hand, and the estimated amounts included in the calculation of the Distribution Date Payment as of the closing, on the other hand. The final amount of any adjustment to the Distribution Date Payment cannot be calculated until after the date of the Distribution.

        After the Separation, Starwood will distribute all of the shares of Vistana common stock it holds to its stockholders as of the record date of the Distribution that are entitled to shares of Vistana common stock in the Distribution on a pro rata basis. Starwood will effect the Distribution by delivering the shares of Vistana common stock to the distribution agent. The distribution agent will hold such shares for the benefit of Starwood stockholders that are entitled to shares of Vistana common stock pending the effective time of the Merger and the automatic conversion of such shares of Vistana common stock into shares of ILG common stock. After the Distribution, Starwood will not own any shares of Vistana common stock.

        As of the date of this proxy statement/prospectus, the Starwood Board of Directors has not set a record date for the Distribution. Starwood will publicly announce the record date for the Distribution when the record date has been determined, and prior to the completion of the Separation, the Distribution and the Merger.

The Merger

        Immediately after the Distribution, pursuant to and in accordance with the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Vistana whereby the separate corporate existence of Merger Sub will cease and Vistana will survive the Merger as a wholly owned subsidiary of ILG. After the Merger, ILG will continue its existence as a separately traded public company, owning the combined businesses of ILG and Vistana.

        In the Merger, each share of Vistana common stock (except for any such shares held as treasury stock or held by ILG, which will be cancelled) will be automatically converted into the right to receive ILG common stock based on the exchange ratio set forth in the Merger Agreement and described below under "—Calculation of Merger Consideration." Following the Merger, the transfer agent will distribute to each Starwood stockholder entitled to shares of Vistana common stock in the Distribution a book-entry authorization with respect to such Starwood stockholder's shares of ILG common stock as well as any cash payment to be received in lieu of fractional shares. Starwood stockholders entitled to shares of Vistana common stock in the Distribution will not be required to pay for the shares of ILG common stock that they will receive in the Merger, and they will also retain all of their shares of Starwood common stock that they held prior to the Merger.

Calculation of Merger Consideration

        The Merger Agreement provides that, at the effective time of the Merger, each share of Vistana common stock (except for any such shares held as treasury stock or by ILG, which will be cancelled) will be automatically converted into a number of shares of ILG common stock equal to the exchange ratio in the Merger Agreement. The exchange ratio in the Merger Agreement is defined as 72,371,970 divided by the number of shares of Vistana common stock issued and outstanding immediately prior to the effective time of the Merger. Therefore, ILG expects to issue 72,371,970 shares of ILG common stock in the Merger and it is presently estimated that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will be entitled to receive [    ·    ] shares of ILG common stock for each share of Starwood common stock that they held on the record date for the Distribution. The exchange ratio and calculation of the merger consideration as set forth in the Merger Agreement is expected to result in Starwood stockholders entitled to shares of Vistana common stock in the Distribution holding approximately 55% of the shares of ILG common stock on a fully diluted basis immediately following the Merger. However, the number of shares of ILG common stock to be

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received by each stockholder will not be finally determined until the effective time of the Merger based on the number of shares of Starwood common stock outstanding as of the record date for the Distribution and entitled to receive shares of Vistana common stock in the Distribution. Therefore, the number of shares of ILG common stock that Starwood stockholders entitled to shares of Vistana common stock in the Distribution will be entitled to receive in the Merger for each share of Vistana common stock will change if the number of shares of Starwood common stock outstanding changes because of any increase or decrease in share amounts for any reason. We do not expect the number calculated above to change significantly because we do not expect that the number of shares of Starwood common stock that will be entitled to shares of Vistana common stock in the Distribution will change significantly.

        The exchange ratio is subject to a true-up mechanism in limited circumstances. See "Transaction Agreements—Merger Agreement—Merger Consideration."

        Immediately after the Merger, the transfer agent will distribute to each Starwood stockholder entitled to shares of Vistana common stock in the Distribution the number of whole shares of ILG common stock to which the stockholder has a right based on the exchange ratio in the form of a book-entry authorization. No fractional shares of ILG common stock will be issued pursuant to the Merger. All fractional shares of ILG common stock that a holder of shares of Starwood common stock on the record date for the Distribution would otherwise be entitled to receive as a result of the Merger will be aggregated by the distribution agent. The distribution agent will then sell the aggregated fractional shares on the open market as soon as practicable after the effective time of the Merger. The transfer agent will then distribute the net proceeds from the sale, after deducting withholding taxes and any fees of the agent, on a pro rata basis, without interest, to the Starwood stockholders who would otherwise have been entitled to receive such fractional shares of ILG common stock in the Merger.

Anticipated Costs of the Transactions

        Starwood and ILG have incurred certain costs and will incur additional costs in connection with the Transactions. The Merger Agreement provides that the fees and expenses incurred in connection with printing and mailing this proxy statement/prospectus and Vistana's registration statement on Form 10, all SEC filing fees relating to the Transactions and all fees in connection with the approvals required under the HSR Act and the Mexican Federal Law on Economic Competition shall be borne, in each case, equally by ILG and Starwood. The Merger Agreement provides that all other fees and expenses incurred by the parties in connection with the Transactions shall be borne solely by the party that has incurred such fees and expenses.

        The amount of the Distribution Date Payment includes an amount equal to $10 million, which reflects expenses incurred in connection with the Separation after October 1, 2015 by Starwood or its affiliates on behalf of Vistana, its direct and indirect subsidiaries and the entities sold directly to ILG Subsidiary Buyer immediately prior to the effective time of the Merger, which we refer to as the Vistana Group. Those expenses include information technology separation and standalone costs, the costs of human resources separation consultants, and other legal and separation costs. The amount of the Distribution Date Payment also includes an additional amount equal to $20 million, which reflects expenses incurred prior to the date of the Distribution by Starwood or Vistana or their affiliates in connection with the Transactions. Those expenses include expenses relating to the negotiation, preparation or execution of the Transaction Documents, any fees and expenses associated with obtaining necessary or appropriate waivers, consents or approvals of any governmental authority or any other third party, any fees or expenses associated with obtaining the release and termination of any liens, all brokers' or finders' fees, fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and experts, all sale, "stay-around," retention, or similar bonuses or payments to current or former directors, officers, managers, employees or consultants to be paid as a result of or in connection with the Transactions and the cost of the directors' and officers' liability insurance tail policy.

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        ILG, Starwood and Vistana expect their combined transaction expenses to be approximately $45 million, $15 million of which are expected to be incurred by ILG and $30 million of which are expected to be incurred by Starwood and Vistana (in each case, not taking into account expenses included in the calculation of the Distribution Date Payment). ILG, Starwood and Vistana anticipate that the significant majority of these total transaction expenses will be attributable to advisory fees to be paid to counsel, tax advisors, accountants, auditors and investment bankers.

Trading Markets

    • Starwood Common Stock

        Following the Merger, Starwood stockholders will continue to hold their shares of Starwood common stock, subject to the same rights as prior to the Separation, the Distribution and the Merger, except that their shares of Starwood common stock will represent an interest in Starwood that no longer reflects the ownership and operation of the Vistana Vacation Ownership Business. Shares of Starwood common stock will continue to be traded publicly on the New York Stock Exchange. Starwood stockholders, to the extent they were holders of record on the Distribution date, will also hold shares of ILG common stock after the Transactions.

    • Vistana Common Stock

        There currently is no trading market for shares of Vistana common stock, and no such trading market is expected to be established in the future prior to the Merger. All outstanding shares of Vistana common stock will automatically be canceled and cease to exist at the effective time of the Merger and upon their conversion into shares of ILG common stock.

    • ILG Common Stock

        ILG common stock began trading on the NASDAQ under the ticker symbol "IILG" on August 21, 2008. After the Merger, shares of ILG will continue to trade on the NASDAQ.

Background of the Merger

        As part of its ongoing evaluation of business and strategic planning alternatives, the ILG Board of Directors, which we refer to as the ILG Board, and members of ILG senior management, which we refer to as ILG management, regularly review and assess strategic goals and available opportunities, prospects, industry developments and the competitive landscape in the markets in which ILG operates. The ILG Board and ILG management regularly review and discuss among themselves potential strategic alternatives, including potential transactions and business combinations to enhance stockholder value, as well as ILG's standalone business plans and prospects.

        In the ordinary course of business, the Starwood Board of Directors, which we refer to as the Starwood Board, and Starwood's senior management, which we refer to as Starwood management, and which includes Thomas Mangas, the current Chief Executive Officer of Starwood and then-Chief Financial Officer, Kenneth Siegel, Chief Administrative Officer and General Counsel, and Sergio Rivera, President, The Americas, unless otherwise specified, regularly review Starwood's businesses, its strategic direction, performance and prospects in the context of developments in the industries in which it operates and the competitive landscape in the markets in which it operates. The Starwood Board and Starwood management regularly discuss potential strategic alternatives, including possible transactions that could maximize stockholder value of its various businesses, including the Vistana Vacation Ownership Business, and transactions that could enhance Starwood's strategic outlook.

        In January 2014, ILG and Starwood entered into a letter agreement with respect to confidential information of Starwood provided to ILG in connection with preliminary discussions regarding a potential transaction involving Starwood's legacy vacation ownership business. Starwood management provided certain financial information regarding such business to ILG.

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        In March 2014, Craig Nash, the Chairman, President and Chief Executive Officer of ILG, met with Vasant Prabhu, then the Chief Financial Officer of Starwood, to discuss potentially acquiring its vacation ownership business.

        On March 31, 2014, Starwood sent ILG a preliminary, non-binding term sheet with respect to the potential purchase by ILG of Starwood's vacation ownership business for $975 million in cash. On April 4, 2014, Starwood provided ILG a confidential information memorandum regarding its vacation ownership business. Over the next few months, ILG management reviewed information regarding the potential transaction and had conversations with Starwood management regarding such transaction and the potential terms of a license agreement that would be entered into in connection with the transaction. ILG management and the ILG Board discussed the status of discussions during several meetings of the ILG Board in 2014.

        On May 20, 2014, the executive committee of the ILG Board met with ILG management to review and discuss a proposed non-binding term sheet to be submitted to Starwood management in response to the earlier term sheet received from Starwood. On May 21, 2014, ILG submitted to Starwood a preliminary, non-binding term sheet proposing an acquisition transaction with respect to Starwood's vacation ownership business for $850 - $920 million, with up to 50% of the purchase price payable in ILG common stock, subject to adjustment based on capital requirements to maintain reasonable inventory levels. ILG also had discussions during such time with Liberty to determine its interest in participating in a potential transaction.

        In June 2014, each of Citigroup Global Markets Inc., which we refer to as Citi, and Credit Suisse Securities (USA) LLC, which we refer to as CS, gave presentations to Starwood's management regarding a separation of its vacation ownership business, following which Starwood instructed Citi and CS, which we refer to as Starwood's financial advisors, to explore divestiture opportunities for Starwood's vacation ownership business.

        In July 2014, in connection with Starwood's continued review of its businesses and strategy, Starwood management raised the possibility to the Starwood Board of separating Starwood's legacy vacation ownership business, as well as certain hotel properties to be converted into timeshare resorts, into an independent, publicly-traded company.

        On June 25, 2014 and July 28, 2014, the executive committee of the ILG Board met with ILG management to discuss the proposed transaction to acquire Starwood's vacation ownership business and the potential role for Liberty participation in such a transaction. During this period, Mr. Nash and William Harvey, Chief Financial Officer and Executive Vice President of ILG, had discussions with both members of Starwood management, including Messrs. Siegel and Rivera and Frits van Paasschen, Starwood's then Chief Executive Officer and President, and representatives of Liberty regarding a potential transaction.

        On September 4, 2014, Messrs. Nash and Harvey met with Mr. van Paasschen to discuss such proposed transaction.

        ILG and Starwood mutually determined not to pursue a transaction and discontinued discussions in respect thereof in October 2014 because, at that time, they were unable to reach agreement on financial terms that would have formed the basis for a binding agreement, and on other key terms in anticipated long term commercial agreements.

        On November 20, 2014, the Starwood Board held an in-person meeting to discuss a possible transaction involving a pro rata distribution to Starwood's stockholders of a newly-formed spin-off company that would hold its vacation ownership business. At this meeting, Starwood management, including Messrs. Mangas and Siegel, attended and a member of Starwood management presented to the Starwood Board its findings to date with respect to legal and commercial benefits and risks associated with a spin-off transaction, and representatives of Latham & Watkins LLP, counsel to Starwood, which we refer to as Latham, reviewed with the Starwood Board their fiduciary duties in

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relation to the spin-off transaction and consideration of alternative transactions. Following discussion among the directors of Starwood's Board and members of Starwood's management of the spin-off transaction, the Starwood Board unanimously authorized Starwood management to continue to pursue a divestiture of its vacation ownership business through a pro rata spin-off transaction.

        Following a review of strategic alternatives for the business by the Starwood Board, with the assistance of Starwood management, including Messrs. Mangas, Siegel and Rivera, and its external advisors on February 2, 2015, the Starwood Board, on February 9, 2015, met with Starwood management, including Messrs. Mangas and Siegel, and determined that it was in the best interests of Starwood and its stockholders to separate the Vistana Vacation Ownership Business by means of a distribution to Starwood stockholders in order to accelerate the execution of Starwood's ongoing asset light strategy and create a new pure-play, premier, upscale vacation ownership company with a seasoned management team and a strong balance sheet to take advantage of increasing growth opportunities within the timeshare industry. In addition, the Starwood Board and Starwood management believed that the spin-off would provide various additional benefits, including: sharpened strategic fit and focus for each company; more efficient capital allocation for each company; increased management focus at each company; tailored recruiting, retention and incentive plans consistent with each company's priorities; and improved investor choice and understanding of the business strategy and operating results of each company. In February 2015, Starwood entered into written engagement letters with each of Citi and CS for financial advisory services in connection with the divestiture of its vacation ownership business.

        On February 10, 2015, Starwood issued a press release announcing that the Starwood Board had approved the plan to separate the Vistana Vacation Ownership Business into an independent publicly traded company. During Starwood's earnings call on such date, Starwood's Chief Executive Officer noted that Starwood would entertain discussions for alternative transactions to the spin-off.

        In the spring and summer of 2015, Starwood management, with the assistance of its financial advisors, continued to analyze alternative divestiture transactions. Starwood authorized its financial advisors to begin preparing for a sell-side auction process in April 2015 and on May 29, 2015, Starwood's financial advisors, on behalf of Starwood, began to distribute non-disclosure agreements to potential counterparties, including ILG, regarding a possible sale of the Vistana Vacation Ownership Business through an auction process, while simultaneously continuing to implement the planned spin-off.

        Following Starwood's announcements on February 10, 2015, Mr. Nash contacted Mr. Mangas to explore a potential acquisition as an alternative to the spin-off. Mr. Mangas indicated that Starwood expected to commence an auction process to evaluate sale transactions as an alternative to the spin-off following the filing of a Form 10 Registration Statement with the SEC. A potential transaction for Starwood's vacation ownership business was discussed between ILG management and the executive committee of the ILG Board on May 4, 2015.

        On May 19, 2015, ILG engaged Moelis & Company LLC, which we refer to as Moelis or ILG's financial advisor, to act as its financial advisor with respect to, and to assist the ILG Board and ILG management in their review of, a proposed transaction involving the Vistana Vacation Ownership Business. On May 20, 2015, representatives of Moelis met with the ILG Board to discuss a potential transaction involving ILG and the Vistana Vacation Ownership Business, and the ILG Board determined to pursue such opportunity. In June 2015, ILG engaged Weil, Gotshal & Manges LLP, which we refer to as Weil, to act as its legal advisor in connection with ILG's consideration of such potential transaction. Both Moelis and Weil were selected based on their expertise in transactions of the type contemplated with Vistana and previous representation of ILG.

        On June 11, 2015, Avy Stein, lead director of ILG, and a representative of Moelis met with Mr. Mangas, and representatives of Starwood's financial advisors, to express ILG's interest in a potential transaction involving the Vistana Vacation Ownership Business. During such meeting,

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Mr. Stein and the representative of Moelis presented, and the parties discussed, a potential combination of ILG and the Vistana Vacation Ownership Business through the use of a stock-for-stock merger utilizing the Reverse Morris Trust transaction structure. Starwood and its representatives responded that they were familiar with this transaction structure, and Starwood indicated it was open to considering such a transaction in the context of a formal sale process for the Vistana Vacation Ownership Business. In discussions among the parties regarding the structure of the potential transaction, ILG believed that the Reverse Morris Trust, all-stock transaction structure had the potential to be the most tax-efficient means of effecting a potential transaction because it could allow Starwood to spin-off Vistana on a tax-free basis to Starwood and its stockholders. ILG also believed that such share issuance would provide the Starwood stockholders, as stockholders in the combined company following such proposed transaction, with an opportunity to participate in the future profitability of the combined business. ILG also considered that the potential synergies that could result from a combination of the ILG and Vistana businesses could be beneficial to existing and future stockholders of ILG, including the Starwood stockholders as stockholders in the combined company. In addition, ILG considered that the combined company would have a larger market capitalization than ILG currently had, which would provide improved liquidity for all stockholders following such proposed transaction, and that the improved balance sheet could fund future growth at both businesses for the benefit of both ILG and Starwood stockholders.

        On June 12, 2015, Starwood entered into a confidentiality agreement with ILG with respect to a proposed transaction involving the Vistana Vacation Ownership Business.

        On June 16, 2015, Starwood filed an initial Form 10 Registration Statement with the SEC, amendments to which were later filed on August 7, 2015 and September 22, 2015. The press release issued in connection with the initial filing contemplated that the spin-off of the Vistana Vacation Ownership Business was expected to be completed in the fourth quarter of 2015.

        During June and July of 2015, eight potential bidders executed confidentiality agreements with Starwood. On June 29, 2015, a representative of Starwood's financial advisors delivered a letter to ILG that outlined the procedures for the first round of Starwood's auction process. In that letter, Starwood's financial advisors, on behalf of Starwood, requested that ILG submit a preliminary non-binding indication of interest regarding a potential acquisition of the Vistana Vacation Ownership Business by July 14, 2015. The process letter provided that the preliminary indication of interest should be based on the confidential information package made available to ILG, in addition to publicly-available information filed by Starwood in connection with the announced spin-off, and indicated that ILG would be given an opportunity to conduct further due diligence if it was invited to participate in the second round of the process. On June 29, 2015, a representative of Starwood's financial advisors delivered similar first round process letters and a comparable confidential information package was made available to these other potential bidders after they entered into confidentiality agreements with Starwood.

        On July 2, 2015, members of ILG management, including Messrs. Nash and Harvey, and representatives of Moelis participated in an initial due diligence call with Starwood's financial advisors regarding the Vistana Vacation Ownership Business. On July 4, 2015, ILG and its representatives were granted access to a preliminary electronic data room containing limited, non-public information about the Vistana Vacation Ownership Business and certain aspects of the proposed separation of the Vistana Vacation Ownership Business from Starwood, which we refer to as the Starwood data room.

        After receiving access to the Starwood data room, ILG and its representatives conducted preliminary due diligence with respect to the Vistana Vacation Ownership Business as well as potential operating and other synergies that could be achieved as a result of a potential transaction.

        On July 10, 2015, the executive committee of the ILG Board held a meeting attended by representatives of Weil and Moelis and members of ILG management and a Liberty designated director to review and discuss the potential transaction, including the proposed terms of an indication of

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interest that would be presented to Starwood. During the following several days, ILG and its representatives continued to review, discuss and revise such indication of interest.

        On July 14, 2015, at the direction of the ILG Board, representatives of Moelis, on behalf of ILG, delivered to Starwood's financial advisors ILG's non-binding initial indication of interest that provided for ILG's acquisition of the Vistana Vacation Ownership Business through a stock-for-stock merger utilizing a Reverse Morris Trust transaction structure and indicated, among other things, that Starwood stockholders would own at least 50.1% of the pro forma common stock of the combined company on a fully diluted basis after the closing of the transaction. ILG's indication of interest valued the Vistana Vacation Ownership Business at between $1.4 and $1.5 billion, subject to continued due diligence and the review of potential synergies.

        Following the submission of ILG's non-binding initial indication of interest, the Starwood Board and Starwood management reviewed ILG's proposal and the proposals of six other bidders participating in the auction process with their financial and legal advisors.

        Between July 14, 2015 and July 22, 2015, members of ILG, Starwood and Vistana management and the respective financial advisors of ILG and Starwood engaged in discussions about various matters related to ILG's initial indication of interest and ongoing due diligence review of the Vistana Vacation Ownership Business. During such discussions, Starwood's financial advisors indicated to representatives of Moelis that Starwood had requested confirmation that ILG's largest stockholder, Liberty, would be supportive of the proposed transaction.

        On July 22, 2015, following authorization by Starwood's Board of Directors, Starwood's financial advisors reached out to five bidders who had submitted preliminary indications of interest, including ILG, and invited them to participate in the second round of the auction process.

        During the second round of the auction process, Starwood provided ILG and its representatives access to additional confidential information, including documents that had been added to an expanded Starwood data room. Beginning in late July 2015, ILG and its advisors conducted additional due diligence with respect to the Vistana Vacation Ownership Business and continued to analyze and review the potential transaction. The executive committee of the ILG Board met on July 27, 2015 to discuss with ILG management the status of the negotiations.

        In late July, ILG management began engaging in discussions with representatives of Liberty, who indicated that Liberty would be supportive of a potential transaction between ILG and Vistana, and that Liberty would be requesting certain modifications and amendments to its existing Spinco Agreement and Registration Rights Agreement with ILG. In the following weeks, representatives of Weil and Baker Botts LLP, legal counsel for Liberty, began negotiations around a voting and support agreement to be executed by Liberty in respect of the potential transaction with Vistana and Liberty's proposed revisions to the Spinco Agreement and Registration Rights Agreement.

        On August 13, 2015, members of ILG management, including Messrs. Nash and Harvey, Jeanette Marbert, Chief Operating Officer and Executive Vice President of ILG, and John Galea, Chief Accounting Officer, Senior Vice President and Treasurer of ILG, and representatives of Moelis attended a management presentation in Orlando, Florida regarding the Vistana Vacation Ownership Business conducted by Matthew Avril, the Chief Executive Officer-elect of Vistana, Stephen Williams, the Chief Operating Officer of Vistana and Heather McGill, the Chief Financial Officer of Vistana, as well as a representative of Starwood management and Starwood's financial advisors. In addition, the other four potential bidders attended in-person presentations hosted by Starwood that were similar to the August 13, 2015 presentation to ILG during that week.

        The executive committee of the ILG Board met on August 18, 2015 to discuss with ILG management the status of the negotiations and the bid process.

        On August 21, 2015, representatives of Starwood's financial advisors delivered a second-round process letter to prospective bidders, including ILG, that outlined the procedures for the second round

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of the auction process, requesting that bidders submit their final bid proposals regarding a potential acquisition of the Vistana Vacation Ownership Business by September 14, 2015. In connection with the second round process letter, between August 19, 2015 and September 14, 2015, representatives of Starwood's financial advisors delivered drafts of a summary of proposed terms of a merger agreement in respect of the proposed Reverse Morris Trust transaction, disclosure schedules, a license agreement, a non-competition agreement, an SPG affiliation agreement, operating agreements, an employee matters agreement and a transition services agreement to ILG. During this period, representatives of Starwood's financial advisors also delivered to the other bidders drafts of definitive agreements relating to a potential acquisition of the Vistana Vacation Ownership Business. Starwood offered meetings with each bidder during the week of August 31, 2015, to discuss each bidder's view on the ongoing relationship between Vistana and Starwood following a potential sale, and the terms of the license agreement in particular.

        On August 30, 2015, representatives of Moelis, on behalf of ILG, delivered to Starwood ILG's issues list with respect to the draft license agreement to be entered into by the parties in connection with the proposed transaction.

        On September 1, 2015, ILG and Starwood entered into a letter agreement with respect to ILG's confidential information to be provided to Starwood.

        On September 2, 2015, Mr. Nash, Ms. Marbert, and Mr. Harvey, and representatives of Moelis and Weil, met with Starwood management, including Mr. Mangas, Mr. Siegel and Mr. Rivera, and representatives of Starwood's financial advisors in Stamford, Connecticut to discuss a number of topics relating to the proposed transaction, including the strategic rationale, ILG's plans for operating the Vistana Vacation Ownership Business, outstanding due diligence matters and the proposed terms of various transaction agreements. During the meeting, Starwood indicated that given the complexity of the Reverse Morris Trust transaction structure proposed by ILG, ILG should submit its final bid in advance of the bid deadline to permit Starwood and its advisors additional time to review and consider the proposed transaction with ILG.

        On September 3, 2015, representatives of Moelis, on behalf of ILG, sent to representatives of Starwood's financial advisors a revised draft of the term sheet for the merger agreement, and the representatives discussed certain matters relating to the bid process.

        During September, ILG and its advisors continued their due diligence review of the Vistana Vacation Ownership Business. During August and September of 2015, other bidders also conducted their own due diligence investigations on the Vistana Vacation Ownership Business, which included, among other things, review of documents and materials relating to the Vistana Vacation Ownership Business that were made available in the Starwood data room, attendance at management presentations hosted by Starwood and its advisors and various follow-up discussions. In addition, Starwood, after executing the confidentiality agreement with ILG on September 1, 2015, began conducting due diligence with respect to ILG. In connection therewith, ILG made available to Starwood in an electronic data room certain information about the business, financial condition and operations of ILG. On September 4, 2015, in furtherance of the reciprocal due diligence process and at the direction of ILG, representatives of Moelis provided to Vistana management certain stand-alone projections related to the ILG business that were prepared by ILG management. During this time period, ILG and its advisors also prepared mark-ups of drafts of various transaction agreements that were provided by Starwood and its advisors and were contemplated to be executed in connection with the potential transaction.

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        On September 9, 2015, Starwood's financial advisors held a telephonic due diligence discussion with members of ILG management to discuss the stand-alone projections regarding the ILG business. Representatives of Moelis also participated.

        On September 10, 2015, the ILG Board held a telephonic meeting to discuss the status of the proposed transaction and to review and discuss ILG's proposed final bid submission. Members of ILG management and representatives of Moelis and Weil also participated. Representatives of ILG management and Moelis discussed with the ILG Board an update on the auction process, a summary of significant deal terms expected to be submitted as part of ILG's final bid with respect to the proposed transaction, valuation parameters with respect to the Vistana Vacation Ownership Business and an overview of management's due diligence findings to date, including potential cost savings and other synergies that may be generated in connection with the proposed transaction, as well as certain areas that required additional due diligence including with respect to Vistana's financial projections. Representatives of Weil and ILG's in-house legal team reviewed and discussed with the directors the principal changes to the terms of the draft transaction agreements and ancillary agreements that would be part of the transactions. Following discussion with ILG's outside advisors and members of ILG management, the ILG Board authorized representatives of Moelis to submit to Starwood on behalf of ILG a final non-binding proposal for the acquisition of the Vistana Vacation Ownership Business, subject to continuing due diligence and negotiation of definitive transaction documents.

        On September 11, 2015, certain members of the executive committee of the ILG Board further discussed with ILG's financial and legal advisors the proposed terms of the potential transaction that would be included in ILG's final bid submission. Later that day, representatives of Moelis, on behalf of ILG, submitted to Starwood's financial advisors ILG's final, non-binding proposal for the proposed transaction that superseded the non-binding initial indication of interest submitted by ILG on July 14, 2015, which contemplated the combination of ILG and the Vistana Vacation Ownership Business through a stock-for-stock merger utilizing a Reverse Morris Trust transaction structure and provided, among other things, that Starwood would be entitled to designate three directors to the ILG Board after the closing of the proposed transaction. ILG's proposal valued the Vistana Vacation Ownership Business at $1.45 billion on an equity value basis and provided for a fixed exchange ratio that would be determined at or near the time of executing a definitive agreement with respect to the proposed transaction based on the ILG 60-day volume weighted average stock price, which we refer to as a "60-day VWAP", at such time. Based on ILG's 60-day VWAP as of September 10, 2015, ILG's proposal indicated that the $1.45 billion equity valuation implied that Starwood stockholders would own approximately 53% of the pro forma common stock of the combined company. ILG's proposal also indicated that ILG and its advisors would need to complete confirmatory diligence before entering into definitive agreements.

        Following the submission of two bidders' final, non-binding proposals for the proposed transaction, including ILG's submission, the Starwood Board and Starwood management reviewed proposals of bidders submitted in the second round auction process with their financial and legal advisors. In addition to the two final proposals, the Starwood Board also considered proceeding with the pending spin-off transaction, but ultimately concluded that the business combination with ILG through a Reverse Morris Trust, all-stock transaction structure had the potential to provide the greatest relative value for Starwood stockholders and presented the better strategic alternative due to anticipated synergies, the strong financial profile of the combined company that could fund future growth and the complementary product portfolio of ILG and Vistana. In reaching this conclusion, the Starwood Board also considered the anticipated market capitalization of the combined company.

        On September 16, 2015, Weil sent to Latham, on behalf of ILG, revised drafts of the merger agreement term sheet, license agreement, noncompetition agreement, SPG affiliation agreement and transition services agreement, as well as a draft of a voting and support agreement to be entered into with Liberty and certain members of ILG management.

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        On September 19, 2015, Starwood's financial advisors communicated to representatives of Moelis preliminary feedback regarding ILG's final bid submission and indicated Starwood would require a cash distribution of $100 million to be made by Vistana to Starwood in connection with the proposed transaction, in addition to the purchase price proposed by ILG. Starwood's financial advisors also contacted the other bidders to discuss certain aspects of their bids.

        On September 20, 2015, the executive committee of the ILG Board held a telephonic meeting to discuss the feedback relating to ILG's final bid submission. One of the Liberty designees on the ILG Board as well as members of ILG management and representatives of Moelis and Weil also participated. Following a discussion by representatives of Moelis that outlined Starwood's request for an additional cash distribution and discussion among the directors, the executive committee authorized representatives of Moelis to communicate a revised bid proposal to Starwood's financial advisors comprised of: $1.40 billion in equity value, with the ownership split calculated using the then current 60-Day VWAP which would not be subject to adjustment at or near the time of signing of a definitive agreement with respect to the proposed transaction and which would result in Starwood stockholders owning 52.7% of ILG common stock on a fully diluted basis following the closing of the proposed transaction and current ILG stockholders owning 47.3% of ILG common stock, plus a $100 million cash distribution from Vistana to Starwood. Starwood would also be entitled to designate four directors to the ILG Board after the closing of the proposed transaction. Following further discussion among members of ILG management and the ILG Board and ILG's advisors, on September 21, 2015, representatives of Moelis communicated ILG's revised proposal to Starwood's financial advisors.

        On September 21, 2015, representatives of Starwood's financial advisors responded to ILG's revised proposal and proposed a fixed exchange ratio that would result in Starwood stockholders owning 55% of the outstanding ILG common stock and current ILG stockholders owning 45% of ILG common stock following the consummation of the proposed transaction, in each case, on a fully diluted basis (with no adjustment to the exchange ratio at or near signing of a definitive agreement with respect to the proposed transaction), plus the $100 million cash distribution.

        On September 22, 2015, the executive committee of the ILG Board held a telephonic meeting to discuss Starwood's revised proposal. One of the Liberty designees to the ILG Board as well as members of ILG management and representatives of Moelis and Weil also participated. Following further discussions among members of the executive committee, members of ILG management and ILG's advisors, the executive committee authorized ILG to proceed with accepting Starwood's September 21, 2015 revised proposal, subject to ILG's continued due diligence, including access to members of Vistana management, during a period of exclusivity. Later on September 22, 2015, Moelis communicated to Starwood's financial advisors that ILG was prepared to proceed with the proposed transaction on such basis.

        On September 22, 2015, following a review of the second round bid proposals received by Starwood, the Starwood Board unanimously authorized Starwood management to continue discussions with ILG on the basis that ILG and its representatives would complete its confirmatory due diligence on an expedited basis.

        On September 22, 2015, representatives of Starwood's financial advisors communicated to representatives of Moelis that Starwood was prepared to proceed with the potential transaction on the economic terms provided in Starwood's September 21, 2015 revised proposal, but on a priority, non-exclusive basis.

        Between September 22, 2015 and October 27, 2015, the parties and their respective legal and financial advisors negotiated the terms of the Merger Agreement, Separation Agreement and other Transaction Documents, beginning with the terms set forth in ILG's second round bid proposal, as revised. These negotiations were generally based on precedent transactions, along with advice from outside legal counsel and financial advisors with respect to current market conditions and Delaware

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and Maryland law, and were conducted primarily though draft documents, email correspondence and telephonic meetings but also included in-person meetings on October 15 and October 16, 2015, of representatives of ILG management and Starwood management, together with their respective legal and financial advisors, in Miami, Florida.

        In addition, between September 22, 2015 and October 27, 2015, management of ILG, with assistance from representatives of Moelis, Weil and Ernst & Young, LLP, undertook their confirmatory due diligence investigation of the Vistana Vacation Ownership Business. During this time period, Starwood, its financial advisors, Latham, Jones Day, Ballard Spahr and other advisors to Starwood also conducted a reverse due diligence investigation of ILG.

        On September 24, 2015, Starwood's financial advisors provided to representatives of Moelis a list of requested reciprocal due diligence matters regarding ILG and provided additional information regarding Vistana, including projections prepared by members of Vistana management with respect to the ten-year strategic plan for the Vistana Vacation Ownership Business and which included projections for Vistana's timeshare construction projects. Starwood had previously provided summary projections for the Vistana Vacation Ownership Business through 2020 which did not include such project level detail.

        On September 28, 2015 and September 29, 2015, as part of the parties' mutual due diligence review, members of ILG management, including Messrs. Nash, Harvey and Galea and Ms. Marbert, and Vistana management, including Mr. Williams and Ms. McGill, and their respective financial advisors participated in in-person due diligence review meetings in Orlando, Florida. During these meetings, these members of Starwood management, including Messrs. Rivera and Mangas, and members of Vistana management, including Mr. Williams and Ms. McGill, attended a management presentation given by members of ILG management and discussed various diligence matters pertaining to the Vistana Vacation Ownership Business, including a review of the Vistana Vacation Ownership Business's 10-year projections and other financial information.

        Following the conclusion of the due diligence review sessions, on September 29, 2015, the ILG Board held a telephonic meeting to discuss the current status of the proposed transaction. Members of ILG management and representatives of Weil and Moelis participated in such meeting. Representatives of Moelis presented an update regarding developments with respect to the proposed transaction since the prior ILG Board meeting, including the status of ILG's due diligence review of the Vistana Vacation Ownership Business. Representatives of Weil and Moelis then reviewed and discussed with the ILG Board certain material terms in the current drafts of the proposed transaction agreements, and ILG management and representatives of Moelis reviewed ILG management's strategic rationale for the proposed transaction and their preliminary synergy estimates, as well as remaining open diligence matters. Representatives of Moelis also discussed Moelis's preliminary financial analysis of the potential transaction, based on information it had been provided by Starwood and ILG.

        On October 1, 2015, representatives of Latham circulated to representatives of Weil initial drafts of the merger agreement and separation agreement relating to the proposed transaction. The drafts indicated that Starwood would be seeking an additional cash amount in connection with the proposed transaction, above the $100 million cash distribution previously discussed between the parties and their representatives, which additional amounts related to certain amounts paid and costs to be incurred by Starwood with respect to the Vistana Vacation Ownership Business and dividends to be paid by ILG to its stockholders after September 30, 2015. The draft did not specifically identify the amounts of such additional proposed payments or the specific items to which such payments related.

        On October 4, 2015, representatives of Weil sent to representatives of Latham a list of material issues with respect to the merger agreement as well as revised drafts of the separation agreement, SPG affiliation agreement and license agreement.

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        On October 7, 2015, Starwood's financial advisors delivered to representatives of Moelis Starwood's response with respect to the merger agreement issues list and a proposal detailing additional amounts referred to in the October 1, 2015 draft agreements. Starwood indicated that its rationale for the additional payment in Starwood's proposal was that it did not intend to finance the expected cash flow deficit with indebtedness at the Vistana Vacation Ownership Business (which indebtedness would have remained at Vistana in the transaction), as originally planned, but instead would fund such deficit at the Starwood level. Other components of the proposed payment included certain transaction fees and expenses, certain expected integration and separation costs, and dividends to be paid by ILG to its stockholders after September 30, 2015.

        Following receipt of Starwood's proposal, ILG management and representatives of Moelis reviewed the proposed cash payment and, on October 14, 2015, on behalf of ILG, representatives of Moelis sent to Starwood's financial advisors ILG's counterproposal.

        On October 15 and October 16, 2015, representatives of ILG management, including Mr. Nash, Ms. Marbert, Mr. Harvey and Victoria Kincke, Senior Vice President, General Counsel and Secretary of ILG, and Starwood management, including Mr. Rivera, together with their respective legal and financial advisors, met in Miami, Florida to discuss and negotiate the terms of the proposed additional cash payment, including ILG's counterproposal regarding the amount and terms of the payment, and to discuss and negotiate other matters relating to the economics of the proposed transaction, open items with respect to certain of the transaction agreements, including the material open issues in the draft merger agreement and a framework relating to insurance proceeds that Starwood expected to receive in connection with its hotel property in Los Cabos (a Transferred Property), which proceeds would be used to reconstruct the property.

        On October 19, 2015, the ILG executive committee held a telephonic meeting to discuss the status of the proposed transaction and material open items related thereto. A designee from Liberty on the ILG Board and representatives of Weil and Moelis also participated in the discussions.

        From the time of the meetings on October 15 and 16, 2015 to October 22, 2015, the parties continued to negotiate the terms of the various transaction agreements, including deal protection terms, such as the circumstances under which ILG could change its recommendation that ILG stockholders approve the issuance of the ILG common stock in the proposed transaction, the size of the termination fee that could become payable by ILG, the circumstances under which the termination fee would be payable, whether receipt of a termination fee by Starwood would be Starwood's exclusive remedy against ILG, whether ILG would have the ability to terminate the merger agreement and enter into a transaction with respect to a superior proposal, and the number of designees Starwood would be entitled to appoint to the ILG Board. These terms were determined based on commercial considerations among the parties and market precedent for similar transactions. The parties derived the exchange ratio in the merger agreement based on the relative implied valuations ascribed to ILG and the Vistana Vacation Ownership Business by the parties.

        During this period, the parties and their advisors continued to work toward finalizing the terms of the other transaction agreements and continued to conduct due diligence.

        In particular, following agreement on the exchange ratio, the parties negotiated the amount of the cash Distribution Date Payment to be made in connection with the proposed transaction. The amount of the Distribution Date Payment and its components were based on a number of considerations, including the expected capital costs to Starwood of owning the Vistana Vacation Ownership Business for a longer period than if it had pursued a stand-alone spin-off and the reduced costs to ILG of Starwood continuing to finance the operation of the Vistana Vacation Ownership Business rather than Vistana incurring indebtedness that would be assumed in connection with the proposed transaction.

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        On October 22, 2015, ILG and Starwood reached agreement with respect to the amount and terms of the cash payment. The parties agreed to a $160 million cash payment at closing, that would be reduced by $28 million, reflecting Starwood's expected insurance proceeds from the Los Cabos property, with Starwood entitled to retain all insurance proceeds received. The parties also agreed that the cash payment payable at closing would be subject to adjustments (i) to the extent capital spend by the Vistana Vacation Ownership Business differed from an agreed upon targeted amount between October 1, 2015 through March 31, 2016 (or closing of the transaction, if earlier) and (ii) to the extent of any net operating cash flow deficit or surplus of the Vistana Vacation Ownership Business from April 1, 2016 through the closing of the transaction, if the transaction had not closed prior to April 1, 2016.

        On the evening of October 25, 2015, the ILG Board held a telephonic meeting to consider the proposed transaction and the terms of the draft merger agreement and the other agreements to be entered into in connection with such transaction. Members of ILG management reviewed with the ILG Board, among other things, the due diligence activities that had been undertaken by members of ILG management in connection with the proposed transaction, including ILG management's revised synergy estimates based on its additional due diligence. During the meeting, representatives of Moelis summarized the various proposals made by both ILG and Starwood since September 22, 2015, and also presented Moelis's financial analyses summarized under "The Transactions—Opinion of ILG's Financial Advisors," including a summary of changes relative to the preliminary financial analyses it had discussed at the September 29, 2015 meeting of the ILG Board. These changes were attributable to Moelis's use of (i) 10-year projections for the Vistana Vacation Ownership Business provided by Vistana (reflecting four additional years of projections), as adjusted by ILG management and (ii) projections reflecting higher normalized terminal free cash flows for Vistana prepared by ILG management, as more fully described under "The Transactions—Opinion of ILG's Financial Advisor—Other Factors—Preliminary DCF Analysis." A representative of Weil discussed and reviewed with the ILG Board a summary of the proposed transaction, including a description of the transaction structure, exchange ratio, interim operating covenants, termination fees and expense reimbursement obligations, certain closing conditions, the voting and support agreements to be entered into by Liberty and certain of ILG's executive officers, plans for the composition of the ILG Board following consummation of the proposed transaction and certain agreements to be entered into with Liberty in connection with the proposed transaction. Representatives of Weil reviewed with the members of the ILG Board their fiduciary duties in relation to the proposed transaction and, together with in-house legal counsel of ILG, reviewed the principal terms of the various agreements to be entered into in connection with the proposed transaction. Following discussion among the directors, members of ILG management and ILG's advisors, the meeting was then adjourned to allow the parties to complete negotiation of certain remaining issues and to finalize terms of the various transaction agreements.

        On October 26, 2015, the Starwood Board of Directors held a telephonic meeting to consider the proposed transaction and the terms of the draft merger agreement and other agreements to be entered into in connection with such transaction. Starwood management, including Messrs. Mangas and Siegel, directed the Starwood Board to certain materials prepared and provided for their review, including a presentation prepared by Starwood management and a presentation prepared by Starwood's financial advisors. A member of Starwood management outlined for the Starwood Board an overview of the process relating to the divestiture of the Vistana Vacation Ownership Business to date (including a summary of reverse due diligence of ILG) and the structure and key terms of the proposed transaction with ILG, as compared with prior proposals submitted by ILG and as compared with a stand-alone spin-off of the Vistana Vacation Ownership Business. A member of in-house legal counsel at Starwood then presented a summary of terms of the transaction documents pursuant to which the proposed transaction with ILG would be implemented. Following discussion, Starwood management recommended that the Starwood Board approve the proposed transaction with ILG. Following discussion among the directors of Starwood's Board and members of Starwood's management and

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Starwood's financial advisors of the proposed transaction, the Starwood Board unanimously approved the terms of the proposed transaction and authorized Starwood and its subsidiaries to enter into definitive agreements with respect to the proposed transaction.

        On October 27, 2015, Starwood management, including Mr. Rivera, and ILG management, including Mr. Nash, met to finalize the terms of the definitive agreements. Later that afternoon, the ILG Board held a telephonic meeting to review the final structure and terms of the proposed transaction, and to discuss developments and the resolution of material issues that had occurred since the ILG Board's previous meeting. Members of ILG management provided the ILG Board with an update regarding negotiations since the previous ILG Board meeting and, together with Weil, reviewed the proposed final terms of the proposed transaction. Representatives of Moelis then delivered to the ILG Board Moelis's oral opinion, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of October 27, 2015, and based upon and subject to the conditions and limitations set forth in its written opinion, the exchange ratio in the Merger was fair, from a financial point of view, to ILG. In arriving at its opinion, Moelis took into account, among other things, the cash payment to be paid to Starwood in connection with the transaction. Following discussion with ILG management and ILG's legal and financial advisors, the ILG Board unanimously determined that the Transactions, including the Merger, the Share Issuance and the Merger Agreement and the other Transaction Documents, were advisable and in the best interests of ILG and its stockholders, approved the Merger Agreement and the other Transaction Documents and the Transactions, approved and authorized the Share Issuance and recommended that ILG stockholders approve the Share Issuance and approved certain other matters in connection with the Transactions.

        Following the board meetings, on October 27, 2015, the parties then finalized and entered into the Merger Agreement, the Separation Agreement and the other Transaction Documents to be entered into concurrently with the Merger Agreement and the Separation Agreement.

        On the morning of October 28, 2015, before the opening of trading on the NASDAQ, ILG and Starwood issued a joint press release announcing their entry into definitive agreements with respect to the Transactions.

ILG's Reasons for the Merger

        In reaching its decision to unanimously approve the Share Issuance, the Merger and the Merger Agreement, as well as the transactions contemplated thereby and the other Transaction Documents to which ILG is a party, and to recommend that the ILG stockholders approve the Share Issuance, the ILG Board of Directors considered, among other things, the strategic and financial benefits that could be achieved by combining ILG and the Vistana Vacation Ownership Business relative to the future prospects of ILG on a stand-alone basis, the relative actual results of operations of ILG and Vistana and the net synergies expected to be realized in the combination. The ILG Board of Directors also considered the success of similar transactions as well as the risks and uncertainties associated with the Transactions.

        Throughout the process, ILG's Board of Directors consulted with members of ILG's management as well as with its financial and legal advisors and carefully considered a variety of factors in reaching its decision to approve the Share Issuance, the Merger and the Merger Agreement as well as the transactions contemplated thereby, and in making its recommendation to the ILG stockholders that they approve the Share Issuance, including the following:

    the enhanced competitive position of the ILG business as a result of increased scale, geographic presence; and diversity of revenue streams and product offerings in a consolidating industry;

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    the complementary asset and branding portfolios and strengths of ILG and Vistana and the expectation that the combination with Vistana would diversify ILG's product offerings as an integrated, upper-upscale vacation ownership and exchange company;

    the expectation that ILG would achieve approximately $21 million from estimated annual cost savings and revenue synergies, anticipated to be realized within 3 years from the consummation of the Transactions, and approximately $26 million within 5 years, as more fully described under the caption "—Expected Synergies from the Transactions";

    the expectation that adding the exclusive right to use the Westin® and Sheraton® brands in the vacation ownership business and the limited exclusive right to use St. Regis® and The Luxury Collection® marks in connection with existing St. Regis® and The Luxury Collection® fractional residence properties represents a strong strategic fit in conjunction with ILG's existing Hyatt® brand that enhances ILG's ability to deliver membership benefits and exchange offerings;

    the expectation that ILG will be able to sell a wider range of products to a broader range of customers and geographies and build on its existing stable membership and exchange programs through an increased membership base and retention capacity;

    the immediate availability of high-value vacation ownership inventory for ILG's membership exchange business;

    the potential to leverage the Vistana Vacation Ownership Business's sales and marketing distribution capabilities to enter into additional asset light arrangements and generate enhanced returns;

    the fact that substantially all of the consideration in the Merger consists of ILG's common stock, enabling ILG to acquire Vistana without incurring the high level of additional indebtedness that would be required to fund an all-cash transaction, thus allowing ILG to retain a strong balance sheet with substantial debt capacity for future growth, potential acquisitions and enhanced stockholder returns;

    the expectation that ILG will benefit from an improved public company profile, including increased liquidity in its stock, as a result of the issuance of shares of ILG common stock to Starwood stockholders, benefitting all stockholders;

    the expectation that the free cash flow from the combined businesses after the Transactions would be strong enough to allow ILG to maintain its current quarterly dividend;

    the expectation that the free cash flow from ILG's membership, exchange, club and management businesses as well as the significant portfolio of recurring receivables available for securitization from the Vistana Vacation Ownership Business will be available to fund future growth initiatives;

    the fact that Vistana's existing asset portfolio includes both high-value vacation ownership inventory, land available for development of additional phases and transferred properties that yield the potential for conversion into additional vacation ownership properties, providing a strong pipeline for future growth and revenue and an anticipated approximately $5 billion of future inventory yield;

    the opinion of Moelis to the ILG Board of Directors, dated October 27, 2015, to the effect that, as of such date, the exchange ratio in the Merger was fair, from a financial point of view, to ILG, as more fully described below under the caption "The Transactions—Opinion of ILG's Financial Advisor"

    that the experienced and proven executive officers of ILG prior to the closing of the Transactions are expected to be executive officers of ILG immediately following the closing of the Transactions, allowing the combined company to benefit from the demonstrated ability of

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      such officers to perform throughout business cycles and their strong records of successful integrations of various acquisitions;

    the fact that the ILG Board of Directors following the closing of the Transactions will be composed of substantially all of the current directors of ILG and four directors designated by Starwood;

    that certain executive officers of Vistana who will remain with the combined company following the closing of the Transactions will complement the capabilities of ILG's executive officers with proven experience overseeing a robust development portfolio and sales and marketing infrastructure;

    the ability of ILG to terminate the Merger Agreement in order to enter into a superior acquisition agreement, subject to payment of a $40 million termination fee;

    the fact that ILG's largest stockholder and its chief executive officer, chief operating officer and chief financial officer agreed to enter into voting agreements to vote their shares of ILG common stock in favor of the Share Issuance; and

    the fact that Starwood had announced the intention to spin off the Vistana Vacation Ownership Business as a stand-alone entity, and risks to ILG related to potential competition between ILG and such stand-alone business.

        The ILG Board of Directors also considered certain countervailing factors in its deliberations concerning the Merger and the other Transactions, including:

    the possibility that the projected synergies, including enhanced revenues and cost savings, expected to result from the Transactions could fail to materialize, and that any failure could adversely impact the value to ILG stockholders;

    the initial dilution of the ownership interests of ILG's current stockholders that would result from the issuance of ILG common stock in connection with the Merger;

    the challenges and difficulties, foreseen and unforeseen, relating to the separation of the Vistana Vacation Ownership Business from the other businesses of Starwood;

    the challenges inherent in the combination and integration of two businesses of the size and complexity of ILG and the Vistana Vacation Ownership Business;

    the fact that the completion of the Merger is conditioned, among other things, on the Separation, the Distribution and the payment of the Distribution Date Payment;

    the risk that the Vistana Vacation Ownership Business does not generate sufficient sales or otherwise fails to take action to maintain its exclusive right to use the Westin® and Sheraton® brands in the vacation ownership business and its limited exclusive right to use St. Regis® and The Luxury Collection® marks in connection with existing St. Regis® and The Luxury Collection® fractional residence properties;

    the significant fees that Vistana will be required to pay to Starwood under the License Agreement, and the restrictions on transfer and change of control applicable to Vistana and ILG under the License Agreement;

    the risk that the Transactions and subsequent integration may divert management's attention and resources away from other strategic opportunities and operational matters;

    the significant one-time costs, including transaction-related expenses, expected to be incurred in connection with the Transactions;

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    the requirement that ILG make a $10 million advance payment on future royalties to Hyatt® under ILG's license agreement for the Hyatt® Vacation Ownership business to retain the exclusivity of its license for such business;

    the risk that further consolidation in the vacation ownership industry could detrimentally impact the projections and results of the ILG business;

    the risk that the combined ILG business will incur materially higher capital spend than projected, which could limit free cash flow;

    the fact that integration of the Vistana Vacation Ownership Business is dependent on ongoing transition services from Starwood under the Transition Services Agreement;

    the restrictions imposed on ILG's ability to take certain corporate actions under applicable federal income tax laws and the terms of the Tax Matters Agreement to be entered into by and among ILG, Starwood and Vistana;

    the restrictions on the conduct of ILG's business during the period between the execution of the Merger Agreement and the consummation of the Merger;

    the risk that ILG's stockholders may not approve the Share Issuance, which is a condition to the consummation of the Transactions;

    the restrictions on ILG's ability to solicit possibly superior transactions and the required payment by ILG in certain circumstances of a termination fee or the reimbursement of Starwood's expenses under the Merger Agreement;

    the risks inherent in requesting regulatory approvals from certain government agencies, as more fully described under the caption "—Regulatory Approvals"; and

    the possibility that the Transactions may not be consummated and the potential adverse consequences if the Transactions are not completed, including substantial costs incurred and potential stockholder and market reaction.

        This explanation of the factors considered by the ILG Board of Directors is in part forward-looking in nature and, therefore, should be read in light of the factors discussed in the sections of this proxy statement/prospectus entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors."

        After consideration, on October 27, 2015, the ILG Board of Directors unanimously resolved that the Transactions, including the Merger Agreement, the Merger and the Share Issuance, are advisable, fair to and in the best interests of ILG and its stockholders and approved the Merger Agreement and the other transaction agreements and the Transactions and recommended the approval of the Share Issuance to the ILG stockholders.

Starwood's Reasons for the Separation, the Distribution and the Merger

        The Starwood Board of Directors and Starwood management periodically conduct reviews of Starwood's portfolio of assets to evaluate Starwood's current structure and composition, to determine whether changes might be advisable, and to look for attractive ways to add value for Starwood's stockholders. As part of such a review, the Starwood Board and Starwood management determined that separating the Vistana Vacation Ownership Business was in the best interests of Starwood, Vistana and Starwood's stockholders, and began the process that resulted in the entering into of the Merger Agreement among Starwood, Vistana, ILG and Merger Sub, pursuant to which the Vistana Vacation Ownership Business will be acquired by ILG and following the consummation of which Starwood's stockholders that received shares of Vistana common stock in the Distribution will own approximately 55% of ILG common stock on a fully diluted basis. The Starwood Board of Directors believes that the

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Transactions will accomplish a number of important business objectives for Starwood, as well as provide enhanced opportunities for the resulting combined ILG and Vistana Vacation Ownership Business businesses. These important business objectives include:

    The Transactions are expected to enable Starwood to better execute its asset-light strategy and optimize the value of its existing hotel business.

    The Transactions are expected to increase management focus on Starwood's lodging business, which is expected to result, among other things, in improved operating efficiencies.

    The Transactions are expected to result in, among other things, improved operating efficiencies to enable the Vistana Vacation Ownership Business, combined with ILG, to allocate capital and make investments more efficiently as its management elects, without being constrained by Starwood's asset light strategy or capital structure.

    The Transactions are expected to enable both Starwood and the Vistana Vacation Ownership Business, combined with ILG, to be managed and make investment decisions more efficiently as separate entities in accordance with the characteristics and requirements of each business, which is expected to result in improved operating efficiencies for both businesses.

    The Transactions are expected to allow Starwood and Vistana, combined with ILG, to align recruiting, retention and equity-based incentive plans with each company's specific operating and stock price performance and to implement different performance measurement metrics and incentive structures that will compensate each company's management team and employees in accordance with its particular strategic and financial priorities.

    The Vistana Vacation Ownership Business is expected to benefit from ILG's commitment to invest in new properties to drive increased growth.

    The Transactions will result in the combination of the Vistana Vacation Ownership Business with ILG, with Starwood stockholders entitled to shares of Vistana common stock in the Distribution owning approximately 55% of ILG common stock on a fully diluted basis after the Transactions. The resulting combined business will maintain an enhanced portfolio of properties, services and expertise to provide guests with the top, high-quality vacation ownership brands and best vacation experiences in the industry. In addition, with an even more diverse offering of leading properties and broader geographic reach and scale, the combined business is expected to strengthen its competitive position and ability to capitalize on revenue and profit growth opportunities over time.

    The Transactions will result in a diversified and recurring revenue mix for Starwood stockholders across a vertically integrated timeshare and exchange business.

    The Transaction will provide investors the choice to own the integrated timeshare and exchange business, the hotel business or both.

        In reaching its decision to approve the Transactions, the Starwood Board of Directors consulted with members of Starwood's management and Starwood's financial and legal advisors and considered a wide variety of additional factors in favor of the Transactions, including, but not limited to, the following:

    the potential value to Starwood's stockholders of the approximately 55% of ILG common stock that they will own on a fully diluted basis after the consummation of the Transactions, including value resulting from: (1) the potential cost reductions attributable to efficiencies and synergies to be realized by combining the Vistana Vacation Ownership Business with ILG; and (2) the benefits of separating the Vistana Vacation Ownership Business from Starwood's other businesses;

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    the strategic alternatives available to Starwood's vacation ownership business and the potential risks and benefits of such alternatives, including retaining the Vistana Vacation Ownership Business, effecting a stand-alone spin, or engaging in a taxable transaction to stockholders;

    the anticipated tax-efficient structure for Starwood's stockholders; and

    the other terms and conditions of the Merger Agreement, the Separation Agreement and the other Transaction Documents, which are summarized in this proxy statement/prospectus.

        The Starwood Board of Directors also considered certain countervailing factors during its deliberations that did not favor the Separation, the Distribution and the Merger, including, without limitation, the possibility that the anticipated benefits of the Separation and the Merger would fail to materialize.

        The above discussion is not intended to be exhaustive. In view of the variety of factors and the amount of information considered, the Starwood Board of Directors did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Starwood Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Starwood Board of Directors may have given different weights to different factors.

Expected Synergies from the Transactions

        ILG's management prepared non-public, internal financial forecasts regarding the projected net synergies that it expects would result from the acquisition of the Vistana Vacation Ownership Business in the first five years following the consummation of the Transactions, which were derived, in part, from information provided by Starwood to ILG in connection with the due diligence review of the Vistana Vacation Ownership Business by ILG and adjustments made to such information that ILG's management deemed appropriate.

        ILG management anticipates that the combination of the Vistana Vacation Ownership Business with ILG will result in estimated Adjusted EBITDA (as defined with respect to ILG under "Certain Forecasts") synergies of approximately $26.0 million per year within five years from the consummation of the Transactions. These projections reflect estimated annualized cost-reduction synergies of approximately $20.5 million resulting from expected savings from consolidating office space and leveraging Vistana's in-house design and development, as well as from certain staffing efficiencies and IT-related savings. ILG management also projected approximately $5.5 million of incremental annualized Adjusted EBITDA from revenue synergies, driven by enhanced membership products and marketing access to Vistana's vacation ownership interest owners and revenue from making Vistana's unused inventory available to ILG's members. ILG's management estimates that it would take up to five years to achieve the full level of these revenue-driven synergies.

        ILG has included below a summary of these forecasts to provide its stockholders access to certain non-public information that was considered by the ILG Board of Directors for purposes of evaluating the Merger and the other Transactions, and which was also provided to and considered by Moelis,

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ILG's financial advisor. A summary of these internal financial forecasts, which were initially prepared in September and October 2015, is set forth below.

 
  Estimated Adjusted EBITDA Synergies
(in millions)
 
Type
  Year 1   Year 2   Year 3   Year 4   Year 5  

Adjusted EBITDA Impact of Revenue Synergies

  $ 3.2     4.7     5.0     5.3     5.5  

General & Administrative Savings

  $ 3.6     7.1     16.4     16.2     20.5  

Estimated Net Synergies (Adjusted EBITDA)

  $ 6.8     11.8     21.4     21.5     26.0  

        ILG management refined its initial synergies analysis based on supplemental information provided by Vistana and Starwood as well as diligence discussions between the parties, and the refined calculation is reflected in the above table, and was also presented to the ILG Board of Directors and to Moelis, ILG's financial advisor, prior to approval of the Transactions by ILG's Board of Directors. See "Cautionary Statement Regarding Forward-Looking Statements." Information regarding the uncertainties associated with realizing these anticipated synergies is described under the heading "Risk Factors—Risks Related to the Transactions—ILG may not realize the anticipated cost synergies and growth opportunities."

Opinion of ILG's Financial Advisor

        In connection with the Transactions, ILG retained Moelis to act as ILG's financial advisor. At a meeting of the ILG Board of Directors on October 27, 2015 to evaluate the Transactions, Moelis delivered to the ILG Board of Directors an oral opinion, which was confirmed by delivery of a written opinion, dated October 27, 2015, addressed to the ILG Board of Directors to the effect that, as of the date of the opinion and based upon and subject to the conditions and limitations set forth in the opinion, the exchange ratio in the Merger (determined by dividing 72,371,970 by the number of shares of Vistana common stock issued and outstanding immediately prior to the effective time of the Merger) was fair, from a financial point of view, to ILG.

        The full text of Moelis's written opinion, dated October 27, 2015, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference. ILG stockholders are urged to read Moelis's written opinion carefully and in its entirety. Moelis's opinion was provided for the use and benefit of the ILG Board of Directors (in its capacity as such) in its evaluation of the Transactions. Moelis's opinion is limited solely to the fairness of the exchange ratio in the Merger, from a financial point of view, to ILG and does not address ILG's underlying business decision to effect the Transactions or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to ILG. Moelis's opinion does not constitute a recommendation to any stockholder of ILG as to how such stockholder should vote or act with respect to the Transactions or any other matter. At the direction of the ILG Board of Directors, Moelis was not asked to, nor did Moelis, offer any opinion as to any terms of the Separation Agreement or the Merger Agreement or any aspect or implication of the Transactions, except for the exchange ratio in the Merger to the extent expressly specified in Moelis's opinion. Moelis's opinion took into account, among other things, the cash payment to be paid to Starwood pursuant to the Separation Agreement in connection with the Separation, which we refer to as the "Starwood cash payment." With the consent of the ILG Board of Directors, Moelis does not express an opinion as to what the value of ILG common stock actually will be when issued pursuant to the Transactions or the prices at which ILG common stock may trade at any time. Moelis's opinion was approved by a Moelis fairness opinion committee.

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        In arriving at its opinion, Moelis, among other things:

    reviewed certain publicly available business and financial information relating to Vistana and ILG;

    reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Vistana furnished to Moelis by Starwood, including financial forecasts provided to or discussed with Moelis by the managements of Starwood and Vistana and adjusted by, and, as so adjusted, approved for Moelis's use by, the management of ILG (the "Vistana Forecasts");

    reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of ILG furnished to Moelis by ILG, including financial forecasts provided to or discussed with Moelis by the management of ILG (the "ILG Forecasts");

    reviewed certain internal information relating to cost savings, synergies and related expenses expected to result from the Transactions, which we refer to as the "expected synergies," and certain other pro forma effects of the Transactions furnished to Moelis by ILG;

    conducted discussions with members of the senior managements and representatives of ILG, Starwood and Vistana concerning the information described in the preceding bullets, as well as the businesses and prospects of Vistana and ILG generally;

    reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

    reviewed drafts, dated October 26, 2015, of the Separation Agreement, the Merger Agreement and the voting and support agreement with Liberty and Liberty Holdings;

    participated in certain discussions and negotiations among representatives of ILG, Starwood, Vistana and their respective advisors; and

    conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

        A summary of the expected synergies Moelis reviewed is set forth above under "—Expected Synergies from the Transactions." A summary of the Vistana forecasts and ILG forecasts is set forth below under "—Certain Forecasts."

        In connection with its review, Moelis did not assume any responsibility for independent verification of any of the information supplied to, discussed with or reviewed by Moelis for the purpose of its opinion and has, with the consent of the ILG Board of Directors, relied on such information being complete and accurate in all material respects. In addition, with the consent of the ILG Board of Directors, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Vistana or ILG, nor was Moelis furnished with any such evaluation or appraisal. With respect to the financial forecasts and other information relating to Vistana, ILG, expected synergies and other pro forma effects, Moelis assumed, at the direction of the ILG Board of Directors, that they were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the managements of Starwood and Vistana or the management of ILG, as the case may be, as to the future performance of Vistana and ILG, expected synergies (including the amount, timing and achievability thereof) and such other pro forma effects. Moelis also assumed, at the direction of the ILG Board of Directors, that the future financial results (including expected synergies and other pro forma effects) reflected in such forecasts will be achieved at the times and in the amounts projected. In addition, Moelis assumed, at the direction of the ILG Board of Directors, that the exchange ratio in the Merger would result in ILG issuing in the Merger to holders of shares of Vistana common stock a number of shares of ILG common stock representing approximately 55% of the shares of ILG common stock on a fully diluted basis after giving effect to the Merger.

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        Moelis's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of the opinion. Moelis's opinion did not address the fairness of the Transactions or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of ILG, Vistana or Starwood. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transactions, or any class of such persons, relative to the exchange ratio in the Merger or otherwise. Moelis is not a tax, legal, regulatory or accounting expert and Moelis assumed and relied upon, without independent verification, the assessments of ILG and its other advisors with respect to tax, legal, regulatory and accounting matters. In rendering its opinion, Moelis assumed, with the consent of the ILG Board of Directors, that the final executed form of the Separation Agreement and the Merger Agreement would not differ in any material respect from the most recent drafts that Moelis reviewed, that the Transactions would be consummated in accordance with their terms and that the parties to the Separation Agreement and the Merger Agreement would comply with all the material terms of the Separation Agreement and the Merger Agreement. Moelis also assumed, with the consent of the ILG Board of Directors, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions would be obtained without the imposition of any delay, limitation, restriction, divestiture or condition that would have an adverse effect on Vistana or ILG or on the expected benefits to ILG of the Transactions.

        The following is a summary of the material financial analyses presented by Moelis to the ILG Board of Directors at its meeting held on October 25, 2015, and that were used in connection with rendering its opinion described above. A subsequent meeting of the ILG Board of Directors took place on October 27, 2015, and Moelis rendered its fairness opinion at that subsequent meeting.

        The following summary, however, does not purport to be a complete description of the financial analyses performed by Moelis, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Moelis.

Selected Public Companies Analysis

        Moelis reviewed certain financial and stock information of selected publicly listed vacation ownership companies. For purposes of the Selected Public Companies Analysis, Moelis used financial data for the selected companies based on publicly available consensus research analysts' estimates and publicly available information.

        For purposes of the foregoing description of Moelis's analyses:

    the term "adjusted EBITDA" generally refers to the relevant company's earnings before interest, taxes, depreciation and amortization, or "EBITDA," for a specified time period, as adjusted to reflect the public presentation of adjusted EBITDA by the relevant company;

    the term "equity value" generally refers to the market value of the relevant company's diluted common equity as of a specified date; and

    the term "enterprise value" generally refers to the relevant company's equity value as of a specified date, plus its debt (excluding non-recourse debt), less cash and cash equivalents, less investments in unconsolidated entities plus book value of noncontrolling interests.

        Moelis reviewed financial and stock market information, as of October 21, 2015, the day prior to public market speculation regarding the Transactions, for the following selected publicly listed vacation ownership companies:

    ILG

    Diamond Resorts International, Inc.

    Marriott Vacations Worldwide Corporation

    Wyndham Worldwide Corporation

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        Moelis calculated and reviewed, among other things, enterprise values of each of the selected companies as of October 21, 2015 as a multiple of estimated 2016 adjusted EBITDA for each company based on publicly available consensus research analysts' estimates. The mean and median multiples for the selected companies (excluding Diamond Resorts International, Inc., which Moelis deemed to be less relevant than the other selected companies primarily because it operates under a different business model) were 7.7x and 7.6x, respectively (the mean and median multiples for all of the selected companies (including Diamond Resorts International, Inc.) were 7.4x and 7.3x, respectively).

        Based on the foregoing and its professional judgment and experience, Moelis applied 2016 EBITDA multiples ranging from 7.0x to 8.0x to estimated 2016 adjusted EBITDA for ILG reflected in the ILG Forecasts to derive implied enterprise values for ILG ranging from $1,323 million to $1,512 million. Moelis then subtracted estimated net debt of ILG as of December 31, 2015, as reflected in the ILG Forecasts, to derive an indicative range of implied equity values for ILG of $997 million to $1,186 million.

        In addition, based on its review of the selected companies as described above and its professional judgment and experience, Moelis applied 2016 EBITDA multiples ranging from 7.5x to 8.5x to estimated 2016 adjusted EBITDA for Vistana reflected in the Vistana Forecasts to derive implied enterprise values for Vistana ranging from $1,108 million to $1,256 million. Moelis then adjusted for the Starwood cash payment to derive implied equity values for Vistana of $968 million to $1,116 million.

        Based upon the indicative ranges of implied equity values derived by Moelis for ILG and Vistana as described above, Moelis calculated a range of implied pro forma equity ownership in the combined company for the pre-Transactions holders of ILG common stock. For purposes of this analysis, Moelis assumed that the implied pro forma equity value of the combined company was the sum of the ranges of implied equity values for ILG and Vistana described above. Moelis calculated the low end of the implied pro forma equity ownership range by dividing the lowest implied equity value for ILG described above by the sum of the lowest implied equity value for ILG and the highest implied equity value for Vistana, and calculated the high end of the implied pro forma equity value ownership range by dividing the highest implied equity value for ILG described above by the sum of the highest implied equity value for ILG and the lowest implied equity value for Vistana. This analysis resulted in an indicative range of implied pro forma equity ownership in the combined company for the pre-Transactions holders of ILG common stock of 47.2% to 55.1%, as compared to the approximately 45% equity ownership interest in the combined company that will be held by the pre-Transactions holders of ILG common stock immediately after the Transactions based on the exchange ratio in the Merger. Moelis observed that this analysis did not reflect the benefit to pre-Transactions holders of ILG common stock of the expected synergies from the Merger.

Discounted Cash Flow Analysis—Implied Ownership Splits

        Moelis performed discounted cash flow ("DCF") analyses for ILG and Vistana to, among other things, determine ranges of implied equity values for ILG and Vistana.

        Moelis performed a DCF analysis for ILG, utilizing unlevered free cash flows for ILG for the five-year period ending December 31, 2020 reflected in the ILG Forecasts. For purposes of this analysis, Moelis derived a range of implied enterprise values of ILG by applying a range of discount rates from 8.00% to 10.00%, based on an estimated weighted average cost of capital for ILG, to calculate estimated present values of (1) the estimated unlevered free cash flows of ILG for the five-year period ending December 31, 2020, as reflected in the ILG Forecasts, and (2) an estimated terminal value of ILG as of December 31, 2020 derived by applying a range of estimated perpetuity growth rates from 1.00% to 2.00%, reflecting an estimated long-term general economic growth rate and ILG management's guidance regarding ILG's long-term business prospects, to the estimated normalized terminal unlevered free cash flows of ILG reflected in the ILG Forecasts. Moelis then subtracted estimates of ILG net debt and investments in unconsolidated entities, plus minority interests as of

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December 31, 2015 (as reflected in the ILG Forecasts) to derive an indicative range of implied equity values for ILG of $1,244 million to $1,910 million.

        Moelis performed a DCF analysis for Vistana, utilizing unlevered free cash flows for Vistana for the nine-year period ending December 31, 2024 reflected in the Vistana Forecasts. For purposes of this analysis, Moelis derived a range of implied enterprise values for Vistana by applying a range of discount rates from 8.00% to 10.00%, based on an estimated weighted average cost of capital for Vistana, to calculate estimated present values of (1) the estimated unlevered free cash flows of Vistana for the nine-year period ending December 31, 2024, as reflected in the Vistana Forecasts, and (2) an estimated terminal value of Vistana as of December 31, 2024 derived by applying a range of estimated perpetuity growth rates from 1.50% to 2.50%, reflecting an estimated long-term general economic growth rate and ILG management's guidance regarding Vistana's long-term business prospects, to the estimated normalized terminal unlevered free cash flows of Vistana (reflecting unlevered free cash flows for 2024, adjusted by ILG management to reflect a normalized level of timeshare construction spend), as reflected in the Vistana Forecasts. Moelis then adjusted for the Starwood cash payment to derive an indicative range of implied equity values for Vistana of $1,913 million to $2,848 million.

        Moelis conducted its DCF analysis for Vistana using longer-term projections than it used for its DCF analysis for ILG in light of ILG management's view that a longer-term projection period is more appropriate for Vistana given the time horizon over which identified Vistana construction projects are to be completed according to the Vistana Forecasts and Vistana's long-term development opportunities, which ILG management indicated were greater than ILG's identified long-term development opportunities. ILG management did not prepare longer-term projections for ILG because it believed that the five-year projections in the ILG Forecasts that were used in the DCF analysis were sufficient for ILG given that the forecasted ILG cash flows are predominantly from ILG's non-vacation ownership sales and marketing businesses, which largely comprise stable, recurring membership, exchange and management fees.

        Based upon the indicative ranges of implied equity values derived by Moelis for ILG and Vistana based on DCF analyses as described above, Moelis calculated a range of implied pro forma equity ownership in the combined company for the pre-Transactions holders of ILG common stock. For purposes of this analysis, Moelis assumed that the implied pro forma equity value for the combined company was the sum of the indicative ranges of implied equity values derived by Moelis for ILG and Vistana described above. Moelis calculated the low end of the implied pro forma equity ownership range by dividing the lowest implied equity for ILG by the sum of the lowest implied equity value for ILG and the highest implied equity value for Vistana, and calculated the high end of the implied pro forma equity ownership range by dividing the highest implied equity value for ILG by the sum of the highest implied equity value for ILG and the lowest implied equity value for Vistana. This analysis resulted in an indicative range of implied pro forma equity ownership in the combined company for the pre-Transactions holders of ILG common stock of 30.4% to 50.0%, as compared to the approximately 45% equity ownership interest in the combined company that will be held by the pre-Transactions holders of ILG common stock immediately after the Transactions based on the exchange ratio in the Merger.

Discounted Cash Flow Analysis—Pro Forma Combined Company vs. ILG Stand-Alone

        Moelis performed a DCF analysis for the combined company on a pro forma basis to give effect to the Transactions. For purposes of this analysis, Moelis derived implied enterprise values of the combined company on a pro forma basis by taking the sum of (1) the range of implied enterprise values derived by Moelis for ILG based on the DCF analysis of ILG described above, (2) the range of implied enterprise values derived by Moelis for Vistana based on the DCF analysis of Vistana described above, and (3) the estimated present value of the expected synergies calculated by applying a range of discount rates from 8.00% to 10.00%, based on an estimated weighted average cost of capital for the combined company, to (A) the expected synergies, after-tax, for the five-year period ending December 31, 2020, and (B) an estimated terminal value of the expected synergies as of December 31,

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2020 derived by applying a range of estimated perpetuity growth rates from 1.25% to 2.25%, reflecting the mid-points of the estimated perpetuity growth rate ranges used in the DCF analyses of ILG and Vistana described above.

        Moelis derived a range of implied equity values for the pro forma combined company by adjusting the implied enterprise values as calculated above to give effect to (i) the Starwood cash payment, (ii) estimates of ILG net debt and investments in unconsolidated entities, plus minority interests as of December 31, 2015 (as reflected in the ILG Forecasts), (iii) ILG management's estimate for transaction fees and expenses, (iv) the elimination of Vistana's estimated unlevered free cash flow for the first quarter of 2016 to reflect an assumed closing date for the Transactions of March 31, 2016 as indicated by ILG management, and (v) the elimination of cash flows associated with certain warehouse borrowings reflected in the Vistana Forecasts that would not be incurred or assumed by ILG in the Transactions.

        This analysis indicated a range of implied equity values for the pro forma combined company of $3,373 million to $5,057 million and a range of implied ILG equity values (based on the approximately 45% equity ownership interest in the combined company that will be held by the pre-Transactions holders of ILG common stock immediately after the Transactions based on the exchange ratio in the Merger) of $1,518 million to $2,276 million, which Moelis noted was 22.0% to 19.1% greater than the range of implied equity values derived by Moelis for ILG based on the DCF analysis for ILG on a stand-alone basis described above.

Other Factors

        Moelis also noted for the ILG Board of Directors certain additional factors that were not considered as part of Moelis's financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

    Theoretical Potential Pro Forma Value.    Moelis analyzed and compared the theoretical equity value to pre-Transactions holders of ILG common stock after giving effect to the Transactions to the equity market value of ILG as of the market close on October 21, 2015 (the day prior to public market speculation regarding the Transactions). Moelis applied a range of potential pro forma 2016 EBITDA trading multiples to the estimated 2016 adjusted EBITDA for the combined company (derived by adding the estimated 2016 adjusted EBITDA for ILG reflected in the ILG Forecasts, the estimated 2016 adjusted EBITDA for Vistana reflected in the Vistana Forecasts and the expected synergies expected to be achieved in the third year following the closing of the Transactions, as provided by ILG management) to derive a range of theoretical pro forma enterprise values for the combined company, and then subtracted ILG management's estimate of ILG net debt as of December 31, 2015, the amount of the Starwood cash payment and ILG management's estimate of transaction fees and expenses to derive a range of theoretical pro forma equity values for the combined company. Moelis then multiplied the resulting theoretical pro forma equity values by the approximately 45% equity ownership interest in the combined company that will be held by the pre-Transactions holders of ILG common stock immediately after the Transactions based on the exchange ratio in the Merger. This analysis indicated that at a range of potential 2016 EBITDA trading multiples from 7.1x to 10.0x, theoretical pro forma equity values to pre-Transactions holders of ILG common stock would range from 17.4% less than the aggregate equity market value of ILG as of the market close on October 21, 2015 to 26.0% greater than the aggregate equity market value of ILG as of the market close on October 21, 2015. Moelis noted that the EBITDA trading multiples as of October 21, 2015 of Marriott Vacations Worldwide Corporation, ILG and Wyndham Worldwide Corporation—the companies referenced in the Selected Public Companies Analysis described above (excluding Diamond Resorts International, Inc.)—ranged from 7.1x to 8.4x, and that the trading multiples for those selected public companies as of October 21, 2015 were below their longer-term averages. In that connection, Moelis noted that the mean trading multiples of projected EBITDA for the next twelve months based on consensus research analysts' estimates

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      for those selected public companies for the one-year and two-year periods immediately prior to October 21, 2015 ranged from 9.1x to 12.8x and from 9.3x to 12.5x, respectively).

    Preliminary DCF Analysis.    Moelis noted that the DCF analyses described above resulted in a significantly higher range of equity values for Vistana than the range of equity values reflected in prior preliminary DCF analyses for Vistana performed by Moelis and discussed with the ILG Board of Directors at the September 29, 2015 meeting of the ILG Board of Directors (the "Preliminary DCF Analysis").

      Vistana provided more detailed projections for fiscal years ending 2015 to 2024 (Vistana had previously provided projections for fiscal years ending 2015 to 2020) and provided additional access to Vistana management, enabling ILG to analyze the Vistana Forecasts in more detail subsequent to September 29, 2015. Moelis explained that the change in equity values derived in the DCF analysis for Vistana described above was attributable to the use of the Vistana Forecasts, which included four additional years of projections and higher normalized terminal free cash flows compared to the projections provided to Moelis as of September 29, 2015 and used in the Preliminary DCF Analysis.

      The normalized terminal free cash flows for Vistana used in the Preliminary DCF analysis reflected a mean of the projected unlevered free cash flows provided to Moelis for the fiscal years ending 2016 to 2020, intended to represent normalized terminal free cash flows over a representative cycle of vacation ownership construction and sales, per ILG's management's guidance and subject to its ongoing due diligence. In contrast, as noted above, the normalized terminal unlevered free cash flows reflected in the Vistana Forecasts used in the DCF analysis described above reflected unlevered free cash flows for 2024, adjusted by ILG management to reflect its view of a normalized level of timeshare construction spend. This change in methodology for calculating normalized terminal free cash flows was determined by ILG management based on its receipt of the longer-term projections from Vistana and greater access to Vistana management.

      Moelis noted that the implied enterprise value and equity value for Vistana derived in the Preliminary DCF Analysis when applying the mid-points of its assumptions for discount rates (9.00%) and perpetuity growth rates (2.00%) were $1,840 million and $1,740 million, respectively, and the implied enterprise value and equity value derived for Vistana in the DCF analysis of Vistana described above when applying the same discount rate and perpetuity growth rate were $2,423 million and $2,283 million, respectively. Moelis also noted that the Starwood cash payment used to derive the implied equity values for Vistana in the DCF analysis described above was $40 million greater than the amount Moelis used to derive the implied equity values for Vistana in the Preliminary DCF Analysis.

General

        This summary of the material financial analyses is not a complete description of Moelis's opinion or the analyses underlying, and factors considered in connection with, Moelis's opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis's opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not base its opinion solely on any one factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

        No company used in the analyses described above is identical to ILG or Vistana. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by

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such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of ILG, Moelis or any other person assumes responsibility if future results are materially different from those forecast.

        Moelis is acting as financial advisor to ILG in connection with the Transactions and will be entitled to receive a fee of $8 million, $1.5 million of which was paid in connection with the delivery of its opinion, regardless of the conclusion reached therein, and the remaining portion of which is contingent upon the closing of the Transactions. In addition, ILG has agreed to indemnify Moelis for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement and to reimburse Moelis for certain expenses.

        Moelis's affiliates, employees, officers and partners may at any time own securities (long or short) of ILG and Starwood. In the past two years, Moelis has not provided investment banking or similar services to ILG (other than services related to the Transactions), Starwood or Vistana. In the future Moelis may provide investment banking or other services to ILG, Starwood or any of their affiliates and Moelis may receive compensation for such services.

        The ILG Board of Directors selected Moelis as its financial advisor in connection with the Transactions because of Moelis's qualifications, reputation and experience advising on, and performing financial analyses of, businesses and securities in connection with mergers and acquisitions, including in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Certain Forecasts

        ILG does not as a matter of course make public forecasts as to future performance, earnings or other results beyond the current fiscal year, due to the unpredictability of the underlying assumptions and estimates for extended periods. However, in connection with its evaluation of the Merger, ILG provided to the ILG Board of Directors and Moelis non-public, internal financial forecasts regarding ILG's anticipated future operations for fiscal years ending December 31, 2015 to 2020. ILG has included below a summary of these forecasts to provide its stockholders access to certain non-public information that was considered by the ILG Board of Directors for purposes of evaluating the Merger and related Transactions, and which was also provided to and considered by Moelis. A summary of these internal financial forecasts, which were prepared in August and September 2015, is set forth below.

 
  2015E   2016E   2017E   2018E   2019E   2020E   Terminal
FCF†
 
 
  (in millions)
 

Revenue (Including Pass-Through)

  $ 700   $ 711   $ 754   $ 797   $ 841   $ 891   $  

Adjusted EBITDA*

    184     189     204     221     234     246      

Capital Expenditures

    22     28     30     32     34     36      

Timeshare Construction Costs

        11     18     22     22     22     36  

Unlevered Free Cash Flow**

    135     122     167     149     154     173     139  

Terminal unlevered free cash flow ("FCF") adjusts 2020E free cash flow to (1) normalize changes in corporate working capital, (2) exclude excess inventory spend, (3) eliminate proceeds and equity earnings from unconsolidated entities which cease once a project is sold out and (4) exclude loss attributable to noncontrolling interest (assuming future projects are fully financed by ILG).

*
Calculated as net income attributable to common stockholders, excluding, without duplication, if applicable: (1) non-operating interest income and interest expense, (2) income taxes, (3) depreciation expense, (4) amortization

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    expense of intangibles, (5) non-cash compensation expense, (6) goodwill and asset impairments, (7) acquisition related and restructuring costs, (8) other non-operating income and expense and (9) other special items.

**
Calculated as net cash provided by operating activities plus tax-effected interest, less net cash used in investing activities, plus net proceeds from warehouse loan, plus proceeds from investments in unconsolidated entities.

        In addition, ILG's management prepared non-public, internal financial forecasts regarding Vistana's anticipated future operations for the ten fiscal years ending December 31, 2015 through 2024, which were derived from the information provided by Starwood to ILG for such fiscal years in connection with the due diligence review of Vistana by ILG. The information provided by Starwood included a strategic plan incorporating 10-year projections. ILG made certain adjustments to the projections provided by Starwood that ILG's management deemed appropriate to reflect (i) new information provided by Vistana subsequent to the preparation of its projections and (ii) ILG management's views on potential business and financial risks that could impact Vistana's projections. ILG has included below a summary of these forecasts to give its stockholders access to certain non-public information that was considered by the ILG Board of Directors for purposes of evaluating the Merger and related transactions, and which was also provided to and considered by Moelis. A summary of these internal financial forecasts, which were prepared in September and October 2015, is set forth below.

 
  2015E   2016E   2017E   2018E   2019E   2020E   2021E   2022E   2023E   2024E   Terminal
FCF†
 
 
  (in millions)
 

Revenue (Including Pass-Through)

  $ 922   $ 998   $ 1,126   $ 1,280   $ 1,376   $ 1,487   $ 1,564   $ 1,597   $ 1,643   $ 1,722   $  

Adjusted EBITDA*

    134     148     170     192     221     251     286     313     325     349      

Capital Expenditures**

    58     107     48     43     37     36     77     81     64     64      

Timeshare Construction Costs

    103     231     209     132     102     105     117     169     270     218     245  

Unlevered Free Cash Flow***

    48     58     122     107     223     260     256     163     292     226     197  

Terminal unlevered FCF represents 2024E projection, as adjusted to set projected timeshare construction spend equal to 2024E cost of goods sold, in order to sustain 2024E vacation ownership interest sales.

*
Calculated as net income attributable to common stockholders, excluding, without duplication, if applicable: (1) non-operating interest income and interest expense, (2) income taxes, (3) depreciation expense, (4) amortization expense of intangibles, (5) non-cash compensation expense, (6) goodwill and asset impairments, (7) restructuring costs, (8) loss or gain on asset dispositions, (9) the deferral adjustment associated with the POC accounting guidelines reflecting its impact on GAAP revenues and expenses, (10) the operations at the residential business and (11) other special items. Adjusted EBITDA excludes adjustment for purchase accounting.

**
Represents capital expenditures for fixed assets, which excludes timeshare construction costs, but includes capital spend adjustments for the Los Cabos property.

***
Calculated as after-tax cash flows from operations less timeshare construction spend and capital expenditures, plus net proceeds from receivables financings.

        The internal financial forecasts of ILG and Vistana were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. ILG's independent registered public accounting firm has not examined, compiled or otherwise applied procedures to the financial forecasts presented herein and, accordingly, do not express an opinion or any other form of assurance on them. The reports of ILG's independent registered public accounting firm incorporated by reference in this proxy statement/prospectus relate to ILG's historical financial information. They do not extend to the prospective financial information and should not be read to do so. The summary of these internal financial forecasts is not being included in this proxy statement/prospectus to influence ILG stockholders' decision whether to vote for the Share Issuance, but because these internal financial forecasts were considered by the ILG Board of Directors and Moelis for purposes of evaluating the Merger and related Transactions.

        These internal financial forecasts were based on numerous variables and assumptions that are inherently uncertain, many of which are beyond the control of ILG's management and the management

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of Vistana. Important factors that may affect actual results and cause the internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of each of ILG and Vistana (including each of ILG's and Vistana's ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, foreign exchange rates, the regulatory environment, general business and economic conditions and other factors described under "Cautionary Statement Regarding Forward-Looking Statements." The internal financial forecasts also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the projections will be realized.

        The inclusion of these internal financial forecasts in this proxy statement/prospectus should not be regarded as an indication that any of ILG, Vistana, Starwood or their respective affiliates, advisors or representatives considered the internal financial forecasts to be necessarily predictive of actual future events, and the internal financial forecasts should not be relied upon as such. None of ILG, Vistana or Starwood or their respective affiliates, advisors, officers, directors, partners or representatives can give any assurance that actual results will not differ from these internal financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile these internal financial forecasts to reflect circumstances existing after the date the internal financial forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error. ILG does not intend to make publicly available any update or other revision to these internal financial forecasts. None of ILG or its respective affiliates, advisors, officers, directors, partners or representatives has made, makes or is authorized in the future to make any representation to any stockholder or other person regarding ILG's ultimate performance compared to the information contained in these internal financial forecasts or that forecasted results will be achieved.

Ownership of ILG Following the Merger

        Immediately after the closing of the Merger, Starwood stockholders that received Vistana common stock in the Distribution will own approximately 55% of the shares of ILG common stock, and current ILG stockholders will own approximately 45% of the shares of ILG common stock, in each case, on a fully diluted basis.

Board of Directors and Executive Officers of ILG Following the Merger; Operations Following the Merger

        The ILG Board of Directors will take all action necessary such that, as of the effective time of the Merger, the size of the ILG Board of Directors will be increased from eleven to thirteen members and four Starwood nominees will be appointed to the Board. The Starwood nominees must be reasonably satisfactory to the nominating committee of the ILG Board of Directors, and the Merger Agreement provides that ILG will nominate the Starwood nominees, or any replacement Starwood nominees, and recommend their election to the ILG Board of Directors for the two annual meetings following the effective time of the Merger. It is expected that nine of the current directors of ILG will continue to hold positions on the ILG Board of Directors following the closing of the Merger. Liberty has agreed that one of its three director designees will resign from the ILG Board of Directors in connection with the Transactions.

        The officers of ILG prior to the closing of the Merger are expected to be the officers of ILG immediately following the Merger.

        Following the Merger, the location of the headquarters and principal executive offices of ILG will continue to be ILG's executive offices. The headquarters and principal executive offices of the surviving corporation will be Vistana's executive offices.

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Interests of Certain Persons in the Merger

        Certain of ILG's directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of ILG's stockholders generally. The members of the ILG Board of Directors were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Share Issuance and the Merger, and in recommending to ILG's stockholders that they vote to approve the Share Issuance. As of February 23, 2016, ILG's directors and executive officers owned approximately 4% of the outstanding shares of ILG's common stock.

        ILG's compensation and human resources committee has designated a $1.5 million pool for bonuses in connection with the Transactions, and ILG's executive officers will participate in this pool. In addition, ILG's compensation and human resources committee is reviewing the appropriate benchmarks for executive compensation based on the consummation of the Transactions, which may result in increases in compensation to certain executive officers of ILG.

Regulatory Approvals

    U.S. Antitrust:  Under the HSR Act and related rules, the Merger may not be completed until notifications have been given and information furnished to the Federal Trade Commission and to the Antitrust Division, which we refer to as the HSR Filings, and all statutory waiting period requirements have been satisfied. There is an initial 30-calendar-day waiting period following the HSR Filings by the parties to the Merger, unless the Federal Trade Commission and Antitrust Division grant early termination of the waiting period or issue a Second Request. ILG and Starwood filed Notification and Report forms with the Federal Trade Commission and the Antitrust Division on November 25, 2015 and, on December 10, 2015, early termination of the waiting period under the HSR Act was granted.

    Foreign Regulatory Approvals:  The parties are also required to obtain clearance from the Mexican Federal Economic Competition Commission, or observe the expiration or termination of the statutory waiting period applicable under the Mexican Federal Law on Economic Competition. The parties filed the required notification of concentration with the Mexican Federal Economic Competition Commission on December 18, 2015.

Listing

        ILG made an application to the NASDAQ for the listing of the shares of ILG common stock to be issued in connection with the Merger and agreed to use reasonable best efforts to cause such listing application to be approved. ILG was subsequently informed that the NASDAQ had completed its review of such listing application. It is a condition to the obligation of the parties to consummate the Merger that the shares of ILG common stock to be issued in connection with the Merger have been approved for listing on the NASDAQ.

Federal Securities Law Consequences; Resale Restrictions

        ILG common stock issued pursuant to the Merger Agreement will not be subject to any restrictions on transfer arising under the Securities Act, except for shares issued to any Starwood stockholder who may be deemed to be an "affiliate" of ILG for purposes of Rule 145 under the Securities Act.

Accounting Treatment

        Accounting Standards Codification ("ASC") Topic 805 "Business Combinations" requires the use of purchase accounting for business combinations. In applying purchase accounting, it is necessary to identify both the accounting acquiree and the accounting acquiror. In identifying the accounting

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acquiror in a combination effected through an exchange of equity interests, all pertinent facts and circumstances must be considered, including, but not limited to, the following:

    The relative voting interests in the combined entity after the combination.  In this case, stockholders of Starwood, the sole stockholder of Vistana, will receive approximately 55% of the equity ownership and associated voting rights in ILG on a fully diluted basis.

    The composition of the governing body of the combined entity.  In this case, the ILG Board of Directors will be composed of nine members of the Board of Directors of ILG immediately prior to the consummation of the Merger, and four members selected by Starwood, approved by the nominating committee of ILG's Board of Directors and elected by ILG's Board of Directors.

    The composition of the senior management of the combined entity.  In this case, the senior management of ILG immediately following the Merger will be the same members of senior management of ILG immediately prior to consummation of the Merger.

        ILG's management has determined that ILG represents the accounting acquiror in this combination based on an analysis of the facts and circumstances specific to this transaction. ILG will apply purchase accounting to the acquired assets and assumed liabilities of the Vistana Vacation Ownership Business upon consummation of the Merger.

Rights of Appraisal

        Neither ILG's nor Starwood's stockholders will be entitled to exercise appraisal or dissenters' rights under the DGCL or the Maryland General Corporation Law, which we refer to as the MGCL, in connection with the Separation, the Distribution or the Merger.

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U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND MERGER

        The following is a general discussion of the U.S. federal income tax consequences of the Distribution and Merger to holders of Starwood common stock and ILG common stock. The following discussion is based on the Code, the Treasury regulations promulgated under the Code, and interpretations of such authorities by the courts and the IRS, all as they exist as of the date of this proxy statement/prospectus and all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion is limited to holders of Starwood common stock and ILG common stock that are U.S. holders, as defined below, and hold such stock as a capital asset within the meaning of Section 1221 of the Code. Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to U.S. holders of Starwood common stock or ILG common stock in light of their particular circumstances, nor does it address the consequences to holders of Starwood common stock or ILG common stock subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who acquire their shares of Starwood common stock or ILG common stock pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers or traders in securities, and persons who hold their shares of Starwood common stock or ILG common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or foreign tax consequences, or the consequences of the Medicare tax on net investment income. Holders of Starwood common stock and ILG common stock should consult their tax advisors as to the particular tax consequences to them of the Distribution and Merger.

        For purposes of this discussion, a U.S. holder is a beneficial owner of Starwood common stock or ILG common stock that is, for U.S. federal income tax purposes:

    an individual who is a citizen or a resident of the United States;

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state or political subdivision thereof;

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

    a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

        If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of Starwood common stock or ILG common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Starwood common stock or ILG common stock should consult its tax advisor regarding the tax consequences of the Distribution and Merger.

Treatment of the Distribution

        Starwood expects to receive an opinion of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") to the effect that the Distribution should qualify as a reorganization under

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Sections 368(a)(1)(D) and 355 of the Code (the "Distribution Tax Opinion"), with the following tax consequences:

    subject to the discussion below regarding Section 355(e), Starwood should not recognize gain or loss on the Distribution;

    holders of Starwood common stock should not recognize gain or loss on the receipt of Vistana common stock in the Distribution;

    the aggregate tax basis in the shares of Starwood common stock and Vistana common stock in the hands of each Starwood stockholder immediately after the Distribution should be the same as the aggregate tax basis of the shares of Starwood common stock held by such holder immediately before the Distribution, allocated between the shares of Starwood common stock and Vistana common stock in proportion to their relative fair market values immediately following the Distribution; and

    a holder's holding period in the Vistana common stock received in the Distribution should include the holding period of the Starwood common stock with respect to which the Vistana common stock was received.

        Starwood stockholders that have acquired different blocks of Starwood common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate tax basis in, and their holding period in, the Vistana common stock distributed with respect to blocks of Starwood common stock.

        The Distribution Tax Opinion will be based on, among other things, current law and factual representations and assumptions, as well as certain undertakings made by Starwood, Vistana and ILG. The failure of any of those representations or assumptions to be true, correct and complete in any material respect or the failure to comply with any undertaking, could adversely affect the conclusions reached by counsel in the Distribution Tax Opinion. Opinions of counsel are not binding on the IRS or courts, and the IRS and applicable courts may not agree with the judgment, opinion or conclusions reached by Starwood's tax counsel in the Distribution Tax Opinion. Starwood does not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the Distribution. No assurance can be given that the IRS will not challenge the conclusions reflected herein or in the Distribution Tax Opinion or that a court would not sustain such a challenge.

        If the Distribution were determined not to qualify for non-recognition of gain and loss under Section 355 of the Code, each Starwood stockholder who receives Vistana common stock in the Distribution would generally be treated as receiving a taxable distribution equal to the fair market value of the Vistana common stock (determined at the time of the Distribution) received by the stockholder in the Distribution. In such event, such distribution would be treated as a taxable dividend to the extent of such Starwood stockholder's ratable share of Starwood's current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the distribution exceeds such earnings and profits, the distribution generally would constitute a return of capital, and will reduce the holder's basis in its Starwood common stock, but not below zero, and then would be treated as capital gain from the sale of the Starwood common stock. In addition, if the Distribution were determined not to qualify for non-recognition of gain or loss under Sections 355 and 368(a)(1)(D) of the Code, Starwood generally would recognize gain with respect to the Contribution and Distribution.

        Even if the Distribution were to qualify as a reorganization under Sections 368(a)(1)(D) and 355 of the Code, the Distribution would be taxable to Starwood (but not to Starwood's stockholders) pursuant to Section 355(e) of the Code if there is a 50% or greater change in ownership of either Starwood or Vistana (or of ILG after the Merger), directly or indirectly, as part of a plan or series of related transactions that include the Distribution. For this purpose, any acquisitions of Starwood, Vistana or ILG stock within the period beginning two years before the Distribution and ending two

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years after the Distribution are presumed to be part of such a plan, although Starwood, Vistana or ILG may, depending on the facts and circumstances, be able to rebut that presumption. Further, for purposes of this test, the Merger will be treated as part of such a plan, but the Merger standing alone should not cause the Distribution to be taxable to Starwood under Section 355(e) of the Code because holders of Vistana common stock prior to the Merger will hold at least 50% of ILG's common stock immediately following the Merger. However, if the IRS were to determine that other acquisitions of Starwood, Vistana or ILG stock, either before or after the Distribution were part of a plan or series of related transactions that included the Distribution, and such determination resulted in the application of Section 355(e) of the Code, Starwood would recognize taxable gain on the Distribution, which could result in material tax liability. Because holders of Starwood stock prior to the Marriott transaction will receive less than 50% of the Marriott stock in the Marriott transaction, it is possible that if the Marriott transaction is consummated the IRS may assert that the Marriott transaction is part of a plan or series of related transactions that include the Distribution and that the Distribution is subject to the application of Section 355(e) of the Code. No opinion is being obtained with respect to the application of Section 355(e) of the Code to the Distribution. No assurance can be given that the IRS will not assert, or that a court would not sustain, that Section 355(e) of the Code applies to the Distribution.

        In connection with the Transactions, Starwood, Vistana and ILG will execute a Tax Matters Agreement pursuant to which Vistana and ILG will be restricted from taking certain actions that could adversely affect the intended U.S. federal income tax treatment of the Distribution. For a description of the Tax Matters Agreement see "Additional Agreements Related to the Separation, The Distribution and The Merger—Tax Matters Agreement."

        ILG and holders of ILG common stock will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution.

Treatment of the Merger

        Immediately following the receipt by a Starwood stockholder of shares of Vistana common stock in the Distribution, the shares of Vistana common stock so received will be exchanged for shares of ILG common stock in the Merger. Starwood expects to receive an opinion of Skadden and ILG expects to receive an opinion of Weil to the effect that the Merger should constitute a tax-free reorganization pursuant to Section 368(a) of the Code (each, a "Merger Tax Opinion" and collectively, the "Merger Tax Opinions"), with the following tax consequences:

    Vistana should not recognize gain or loss in the Merger;

    a holder of Vistana common stock should not recognize gain or loss upon the exchange of Vistana common stock solely for ILG common stock in the Merger;

    a holder's aggregate tax basis in the shares of ILG common stock received in the Merger (including fractional shares deemed received as described below) should be equal to the holder's aggregate tax basis in its Vistana common stock surrendered for the ILG common stock; and

    a holder's holding period in the ILG common stock received in the Merger (including fractional shares deemed received as described below) should include the holding period of the Vistana common stock surrendered in the Merger.

        A holder that receives cash in lieu of a fractional share of ILG common stock generally should be treated as having received such fractional share pursuant to the Merger and then as having sold such fractional share for cash. Gain or loss generally should be recognized based on the difference between the amount of cash received in lieu of the fractional share and the portion of the holder's aggregate tax basis in the share of Vistana common stock surrendered which is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the holder's holding period for its Vistana common stock, as described above, exceeds one year at the effective time of the Merger. Long-term capital gains generally are subject to preferential rates of U.S. federal income tax for certain

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non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to significant limitations.

        The Merger Tax Opinions will be based on, among other things, current law and factual representations and assumptions, as well as certain undertakings made by Starwood, Vistana and ILG. The failure of any of those representations or assumptions to be true, correct and complete in any material respect or the failure to comply with any undertaking, could adversely affect the conclusions reached by counsel in the Merger Tax Opinions. Opinions of counsel are not binding on the IRS or courts, and the IRS and applicable courts may not agree with the judgment, opinion or conclusions reached by Starwood's or ILG's tax counsel, as applicable, in the Merger Tax Opinions. Neither Starwood nor ILG intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Consequently, no assurance can be given that the IRS will not challenge the conclusions reflected herein or in the Merger Tax Opinions or that a court would not sustain such a challenge.

        If the Merger were determined to be taxable, (i) holders of Vistana common stock would be considered to have made a taxable sale of their Vistana common stock to ILG and would generally recognize taxable gain or loss on their receipt of ILG common stock in the Merger and (ii) if the Distribution were also determined to be taxable to Starwood stockholders and they are required to recognize dividend income upon receipt of shares of Vistana common stock in the Distribution, a Starwood stockholder should not recognize any additional gain (or loss) for U.S. federal income tax purposes upon the receipt of ILG common stock in the Merger.

        ILG and holders of ILG common stock generally will not recognize any gain or loss for U.S. federal income tax purposes in the Merger.

Information Reporting and Backup Withholding

        Current Treasury regulations require certain U.S. holders who are "significant distributees" (generally, a U.S. holder that owns at least 5% of the outstanding Starwood stock immediately before the Distribution) and who receive Vistana common stock pursuant to the Distribution to attach to their U.S. federal income tax returns for the taxable year in which the Distribution occurs a statement setting forth certain information with respect to the transaction. Starwood will provide holders of Starwood common stock with the information necessary to comply with this requirement. Holders should consult their tax advisors to determine whether they are significant distributees required to provide the foregoing statement.

        Current Treasury regulations require certain U.S. holders who become "significant holders" of Vistana common stock in the Distribution (generally, a U.S. holder that owns at least 1% of the outstanding Vistana common stock immediately before the Merger) to comply with certain reporting requirements. Significant holders generally will be required to file a statement with their U.S. federal income tax returns for the taxable year in which the Merger occurs setting forth certain information with respect to the transaction. Holders should consult their tax advisors to determine whether they are significant holders required to provide the foregoing statement.

        In addition, payments of cash to a holder of Vistana common stock in lieu of fractional shares of ILG common stock in the Merger may be subject to information reporting, unless the holder provides proof of an applicable exemption. Such payments that are subject to information reporting may also be subject to backup withholding (currently at a rate of 28 percent), unless such holder provides a correct taxpayer identification number (generally on an IRS Form W-9) and otherwise complies with the requirements of the backup withholding rules. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may generally be obtained from the IRS, provided that the required information is properly furnished in a timely manner to the IRS.

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THE TRANSACTION AGREEMENTS

The Merger Agreement

        The following is a summary of the material provisions of the Merger Agreement. The summary is qualified in its entirety by the Merger Agreement, dated as of October 27, 2015, which is incorporated by reference in this proxy statement/prospectus. Stockholders of ILG and Starwood are urged to read the Merger Agreement in its entirety. This summary of the Merger Agreement has been included to provide ILG stockholders and Starwood stockholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information included in this document. It is not intended to provide any other factual information about ILG, Merger Sub, Starwood or Vistana. Information about ILG, Merger Sub, Starwood and Vistana can be found elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus.

        The Merger Agreement contains representations and warranties of ILG and Merger Sub that are solely for the benefit of Starwood and Vistana and representations and warranties of Starwood and Vistana that are solely for the benefit of ILG and Merger Sub. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement as of a specified date. Moreover, the representations and warranties in the Merger Agreement were made solely for the benefit of the other parties to the Merger Agreement and were used for the purpose of allocating risk among the respective parties. Therefore, stockholders should not treat them as categorical statements of fact. Moreover, these representations and warranties may apply standards of materiality in a way that is different from what may be material to stockholders and were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject to more recent developments. Accordingly, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and stockholders should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about ILG and Starwood and their subsidiaries that the respective companies include in reports and statements they file with the SEC.

The Merger

        Under the Merger Agreement and in accordance with the DGCL, at the effective time of the Merger, Merger Sub will merge with and into Vistana. As a result of the Merger, the separate corporate existence of Merger Sub will terminate and Vistana will continue as the surviving corporation as a wholly owned subsidiary of ILG. In accordance with the DGCL, Vistana will succeed to and assume all the rights, powers and privileges and be subject to all of the obligations of Merger Sub. The certificate of incorporation and bylaws of Vistana as in effect immediately prior to the Merger will be amended and restated in their entirety to read as set forth in Exhibit C and Exhibit D, respectively, to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation and bylaws of Vistana following completion of the Merger.

        Under the terms of the Merger Agreement, the directors of Merger Sub before the Merger will be the initial directors of Vistana after the Merger. The officers of Vistana following the Merger will be a combination of the executive officers of ILG and of the existing Vistana officers, a list of which officers was agreed to by the parties in connection with the signing of the Merger Agreement.

Closing; Effective Time

        Under the terms of the Merger Agreement, the closing of the Merger will take place on the third business day after all conditions precedent to the Merger (other than those, including the Separation and Distribution, that are to be satisfied at the closing) have been satisfied or, where permissible under applicable law, waived, or such other date and time as the parties may mutually agree. Under the

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Separation Agreement, the Distribution will occur on the same day as and prior to the closing of the Merger.

        At or prior to the closing of the Merger, Vistana and Merger Sub will cause to be filed a certificate of merger with the Secretary of State of the State of Delaware to effect the Merger. The Merger will become effective at the time of filing of the certificate of merger or at such later time as ILG and Vistana agree and specify in the certificate of merger.

Merger Consideration

        The Merger Agreement provides that, at the effective time of the Merger, each issued and outstanding share of Vistana common stock (except for any such shares held as treasury stock or by ILG, which will be cancelled) will be automatically converted into a number of shares of ILG common stock equal to the exchange ratio in the Merger Agreement. The exchange ratio in the Merger Agreement is defined as 72,371,970 divided by the number of shares of Vistana common stock issued and outstanding immediately prior to the effective time of the Merger. ILG expects to issue 72,371,970 shares of its common stock in the Merger. The calculation of the merger consideration as set forth in the Merger Agreement is expected to result in Starwood's stockholders entitled to shares of Vistana common stock in the Distribution collectively holding approximately 55% of the shares of ILG common stock on a fully diluted basis immediately following the Merger.

        Pursuant to a true-up provision in the Merger Agreement, in the event that the percentage of outstanding shares of ILG common stock to be received by Starwood stockholders entitled to shares of Vistana common stock in the Distribution with respect to Vistana common stock that was not acquired directly or indirectly pursuant to a plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code), other than Vistana Common Stock actually acquired in the Distribution, which we refer to as Qualified Vistana Common Stock, would be less than 50.5% of all outstanding common stock of ILG (determined before any adjustment pursuant to the true-up provision), then the aggregate number of shares of ILG common stock into which the shares of Vistana common stock will automatically be converted in the Merger will be increased such that the number of shares of ILG common stock to be received by Starwood stockholders entitled to shares of Vistana common stock in the Distribution with respect to Qualified Vistana Common Stock will equal 50.5% of all the stock of ILG. If such an increase is necessary solely by reason of any actions taken by Starwood or its affiliates, then the amount of the Distribution Date Payment payable pursuant to the Separation Agreement will be reduced as described in the Merger Agreement. As a result of the true-up provision in such circumstances, it is possible that ILG could be required to issue more than 72,371,970 shares of its common stock in the Merger. It is not currently expected that this true-up provision will be triggered in the Transaction.

        No fractional shares of ILG common stock will be issued pursuant to the Merger. All fractional shares of ILG common stock that a Starwood stockholder entitled to shares of Vistana common stock in the Distribution would otherwise be entitled to receive as a result of the Merger will be aggregated by the distribution agent selected by Starwood, and the distribution agent will cause the whole shares obtained by such aggregation to be sold in the open market or otherwise at then-prevailing market prices as soon as practicable after the Merger. The distribution agent will make available the net proceeds of the sale, after deducting any required withholding taxes and agent fees, on a pro rata basis, without interest, as soon as practicable following the Merger to the Starwood stockholders entitled to shares of Vistana common stock in the Distribution that would otherwise be entitled to receive such fractional shares of ILG common stock in the Merger.

        The merger consideration and cash in lieu of fractional shares (if any) paid in connection with the Merger will be reduced by any applicable tax withholding.

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Distribution of Per Share Merger Consideration

        Prior to the effective time of the Merger, ILG will deposit in a reserve account with a distribution agent appointed by Starwood and reasonably acceptable to ILG book-entry authorizations representing shares of ILG common stock for the benefit of the Starwood stockholders entitled to shares of Vistana common stock in the Distribution and for distribution in the Merger upon conversion of the Vistana common stock. At the effective time of the Merger, all issued and outstanding shares of Vistana common stock (except for such shares held as treasury stock or by ILG, which will be cancelled) will be automatically converted into the right to receive shares of ILG common stock as described above under "—Merger Consideration." Immediately thereafter, the distribution agent will distribute to each Starwood stockholder entitled to shares of Vistana common stock in the Distribution book-entry authorizations representing the number of whole shares of ILG common stock. The distribution agent will also distribute to each Starwood stockholder entitled to shares of Vistana common stock in the Distribution cash in lieu of fractional shares of ILG common stock as described above under "—Merger Consideration". See "—Distributions With Respect to Shares of ILG Common Stock after the Effective Time" below for a discussion of other distributions with respect to shares of ILG common stock.

Treatment of Starwood Equity Awards

        Under the terms of the Employee Matters Agreement, Starwood time-based and performance-based equity awards that are held by Vistana Employees (as defined below) and were granted in 2014 or later and are outstanding as of immediately prior to the effective time of the Merger will be converted into ILG time-based stock awards and restricted stock unit awards, respectively. See "Additional Agreements Related to the Separation, the Distribution and the Merger—Employee Matters Agreement—Equity Compensation Awards."

Distributions With Respect to Shares of ILG Common Stock After the Effective Time

        No dividend or other distributions declared or made after the effective time of the Merger with respect to ILG common stock will be paid with respect to any shares of ILG common stock that are not able to be distributed promptly after the effective time of the Merger, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of applicable laws, following the distribution of any previously undistributed shares of ILG common stock that are able to be distributed promptly following the effective time of the Merger, the following amounts will be paid to the record holder of such shares of ILG common stock, without interest:

    at the time of the distribution of such previously undistributed shares, the amount of cash payable in lieu of fractional shares of ILG common stock to which such holder is entitled pursuant to the Merger Agreement and the amount of dividends or other distributions with a record date after the effective time of the Merger theretofore paid with respect to such whole shares of ILG common stock; and

    at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time of the Merger but prior to the distribution of such whole shares of ILG common stock and a payment date subsequent to the distribution of such whole shares of ILG common stock.

ILG will deposit all such amounts in a reserve account with its transfer agent pending payment to the applicable record holders.

Termination of Distribution Fund

        Any portion of the amounts deposited in the reserve account with the distribution agent under the Merger Agreement that remains undistributed to the Starwood stockholders entitled to shares of

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Vistana common stock in the Distribution on the one-year anniversary of the effective time of the Merger will be delivered to ILG, and any Starwood stockholders entitled to shares of Vistana common stock in the Distribution who have not received shares of ILG common stock as described above may thereafter look only to ILG for payment of their claim for ILG common stock and any dividends, distributions or cash in lieu of fractional shares with respect to ILG common stock (subject to any applicable abandoned property, escheat or similar law).

Post-Closing ILG Board of Directors

        The Merger Agreement provides that the ILG Board of Directors will take all actions necessary to cause, effective as of immediately following the effective time of the Merger, the number of directors comprising the ILG Board of Directors to be increased by two directors to 13 directors, and to cause four individuals designated by Starwood to be appointed to the ILG Board of Directors as of the effective time of the Merger to serve until the next annual election of the directors of ILG. The Merger Agreement provides that at the next two annual elections of directors of ILG following the Merger, the ILG Board of Directors will take all actions necessary to include each of the Starwood designees as nominees for the ILG Board of Directors recommended by the ILG Board of Directors for election by ILG's stockholders. In addition, the ILG Board of Directors must take all action necessary to appoint at least one Starwood director designee to each of the nominating committee, audit committee and compensation committee of the ILG Board of Directors throughout such period.

        Additionally, the officers of ILG immediately prior to the Merger are expected to be the officers of ILG immediately following the closing of the Merger.

Stockholders' Meeting

        Under the terms of the Merger Agreement, ILG is required to establish a record date for and, as soon as practicable following the date on which the SEC has cleared the effectiveness of this proxy statement/prospectus, call a meeting of its stockholders for the purpose of voting upon the Share Issuance. This special meeting to vote on the Share Issuance is the meeting contemplated by the Merger Agreement. ILG is required to use its reasonable best efforts to solicit proxies from its stockholders in favor of the approval of the Share Issuance and to take all other action necessary or advisable to secure the approval of ILG's stockholders of the Share Issuance.

Representations and Warranties

        In the Merger Agreement, each of ILG and Merger Sub has made representations and warranties to Starwood and Vistana, and Starwood has made representations and warranties to ILG and Merger Sub relating to Starwood and the Vistana Vacation Ownership Business as of the date of the Merger Agreement, which representations and warranties will also be made, subject to certain materiality, "material adverse effect," knowledge and other qualifications, as of the date of the closing of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are made only as of such specified date), as described below. These representations and warranties relate to, among other things:

    due organization, good standing and qualification;

    capital structure;

    authority to enter into the Merger Agreement (and other Transaction Documents);

    absence of conflicts with or violations of governance documents, other obligations or laws;

    governmental approvals;

    financial statements and the absence of undisclosed liabilities;

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    absence of certain changes or events;

    absence of investigations or litigation;

    compliance with applicable laws;

    accuracy of information supplied for use in ILG's registration statement, which is a part of this proxy statement/prospectus and the registration statement to be filed by Vistana with respect to the Separation and the Distribution;

    environmental matters;

    tax matters;

    employee benefit matters and labor matters;

    intellectual property matters;

    material contracts;

    payment of fees to brokers or finders in connection with the Transactions;

    approval by the board of directors;

    interests in real property;

    timeshare matters;

    affiliate matters; and

    ownership of capital stock of a counterparty.

        ILG and Merger Sub have also made representations and warranties to Starwood and Vistana relating to the opinion of ILG's financial advisor, the required vote of ILG stockholders on the transactions contemplated by the Merger Agreement (including the Share Issuance), the inapplication of the ILG stockholder rights plan to the Merger and the transactions contemplated thereby and the exemption of the Merger and related transactions from any "poison pill," anti-takeover plan or other similar device. Starwood has also made representations and warranties to ILG and Vistana relating to the sufficiency of assets to be transferred to the Vistana Group in connection with the Separation.

        Many of the representations and warranties contained in the Merger Agreement are subject to a "material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, may, as the case may be, have a material adverse effect on ILG, Starwood or Vistana, as applicable), knowledge qualifications, or both, and none of the representations and warranties will survive the effective time of the Merger. The Merger Agreement does not contain any post-closing indemnification obligations with respect to these matters.

        Under the Merger Agreement, a material adverse effect means any change, event, development, condition, occurrence or effect that (1), with respect to Starwood, has, or would reasonably be expected to have, a material adverse effect on the ability of Starwood to perform its obligations under the Merger Agreement, or to consummate the transactions contemplated thereby and (2) with respect to ILG or Vistana, as applicable, is or would reasonably be expected to be materially adverse to the business, condition, assets, liabilities or results of operations of Vistana and its subsidiaries, taken as a whole, or ILG and its subsidiaries, taken as a whole, as the case may be. However, none of the following, either alone or in combination, will be deemed either to constitute, or be taken into account in determining whether there is, a material adverse effect:

    any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions;

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    any changes or proposed changes of law or GAAP (or, in each case, authoritative interpretations thereof);

    any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof;

    any changes generally affecting the industries in which ILG and its subsidiaries, or Vistana and its subsidiaries, as applicable, conduct their respective businesses;

    any changes resulting from the execution of the Merger Agreement or the announcement or the pendency of the Merger, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the transactions contemplated by the Merger Agreement;

    changes in the stock price or the trading volume of ILG or Starwood stock, as applicable, or any change in the credit rating of ILG or Vistana, as applicable (but not, in each case, the underlying cause of any such changes);

    any changes or effects resulting from any action required to be taken by the terms of the Merger Agreement (other than with respect to the failure to be accurate or complete of the representations and warranties made as to due authorization);

    the failure to meet internal or analysts' expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes); and

    any action arising from or relating to the Merger or the other transactions contemplated by the Merger Agreement.

Conduct of Business Pending the Merger

        Each of the parties to the Merger Agreement has undertaken to perform customary covenants in the Merger Agreement that place restrictions on it and its subsidiaries until the effective time of the Merger. In general, each of ILG and Starwood (with respect to Vistana and its subsidiaries (including, for all purposes of such covenants, the entities to be sold directly to ILG Subsidiary Buyer) and the Vistana Vacation Ownership Business) has agreed that prior to the effective time of the Merger, except as contemplated by the Merger Agreement or the other Transaction Documents, required by applicable law or consented to by the other party thereto (which consent may not be unreasonably withheld, conditioned, delayed or denied), subject to certain agreed exceptions, it will conduct its business in the ordinary course consistent with past practice.

        In addition, ILG has agreed that, prior to the effective time of the Merger, except as contemplated by the Merger Agreement or the other Transaction Documents, required by applicable law, or consented to by Starwood (which consent may not be unreasonably withheld, conditioned, delayed or denied), subject to certain agreed exceptions set forth in ILG's disclosure schedules to the Merger Agreement, ILG will not, and will cause its subsidiaries not to, take any of the following actions:

    amend or modify the certificate of incorporation or bylaws (or similar organizational documents) of ILG or any of its subsidiaries;

    declare or pay any dividends on or make other distributions in respect of any of its equity interests (whether in cash, securities or property), except for cash dividends or distributions with respect to a wholly owned subsidiary and the declaration and payment of ILG's quarterly cash dividend in the ordinary course of business consistent with past practice (and in an amount not to exceed $0.12 per share);

    split, combine or reclassify any of its equity interests or issue or authorize or propose the issuance of any other securities for such equity interests;

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    redeem, repurchase or otherwise acquire any of its equity interests (including any securities convertible or exchangeable into such capital stock);

    enter into any agreement with respect to the voting or registration of its capital stock or other equity interests;

    issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize any such actions with respect to, any shares of capital stock of, or any other equity interests in ILG or any of its subsidiaries, any indebtedness that grants its holders voting rights with respect to the capital stock of ILG or any of its subsidiaries, or other rights of any kind to acquire such equity interests or convertible into such equity interests, or any options, warrants, convertible security, "phantom" stock, "phantom" stock rights, stock appreciation rights or stock based performance rights, subject to certain exceptions with respect to the issuance of ILG common stock upon the exercise of ILG options, ILG performance share unit awards or ILG restricted share unit awards in accordance with their terms or pursuant to the terms of any employment agreement outstanding as of the date of the Merger Agreement, or the issuance of equity set forth on a certain schedule or among wholly owned subsidiaries of ILG and ILG;

    sell, assign, transfer, convey, lease, license, encumber (other than permitted liens under the Merger Agreement) or otherwise dispose of any assets that are material to ILG and its subsidiaries (taken as a whole), except in the ordinary course of business (which includes the sale of vacation ownership interests to consumers and recordation of any condominium and/or timeshare documentation or real estate documents against properties to create vacation ownership interests);

    (1) sell, assign, pledge, grant or acquire, or agree to do any of the foregoing, or agree not to assert or to enforce, or otherwise encumber, transfer, license, abandon, place in the public domain, permit to lapse, disclose or agree to disclose or otherwise dispose of any material intellectual property owned by ILG or its subsidiaries, except pursuant to the terms of existing contracts or the licensing of any such intellectual property in the ordinary course of business or (2) compromise, settle or agree to settle, or consent to judgment in, any one or more actions or institute any action concerning any material intellectual property owned by ILG except in the ordinary course of business;

    merge or consolidate ILG or any of its subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of ILG or any of its subsidiaries, other than internal restructurings in the ordinary course of business that would not have a material and adverse impact on ILG and its subsidiaries or the transactions contemplated by the Merger Agreement;

    acquire (including by merger, consolidation, or acquisition of shares or assets) any interest in any person or any assets thereof, in each case with value in excess of $2.5 million, other than in the ordinary course of business or pursuant to specified agreements;

    repurchase, repay, refinance or incur any indebtedness for borrowed money in excess of $10 million, except as required by the terms of existing indebtedness and except for repayments or borrowings under ILG's existing credit facilities and receivables financings in the ordinary course of business

    issue any debt securities or assume, guarantee or endorse, or become responsible for in any manner the obligations of any person that is not a wholly owned subsidiary of ILG for borrowed money in excess of $10 million, except for repayments or borrowings under ILG's existing credit facilities and receivables financings in the ordinary course of business;

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    make any material loans or investments in, or material advances of money to, any person (other than any ILG subsidiary), except for advances to employees or officers of ILG or its subsidiaries for expenses incurred in the ordinary course of business;

    except in the ordinary course of business, materially adversely modify or terminate (excluding any expiration in accordance with its terms) any contract defined as a material contract or affiliate contract under the terms of the Merger Agreement, or enter into any agreement that would have been classified as such a contract if entered into prior to the date of the Merger Agreement;

    adopt, enter into, amend or increase the benefits under any ILG employee benefit plan that would increase the benefits provided to ILG employees or the cost for providing such benefits;

    grant any increase in compensation or severance pay to any officer of ILG or any of its subsidiaries, other than in the ordinary course of business;

    adopt, enter into or amend any labor or collective bargaining agreement;

    forgive any loans to directors, officers or employees of ILG or its subsidiaries;

    other than as required or permitted by GAAP, make any material change to any accounting principles, methods or practices;

    compromise, settle or agree to settle any action or investigation (other than those in the ordinary course of business involving only the payment of monetary damages, and without the imposition of equitable relief on or any admission of wrongdoing by ILG or its subsidiaries, up to $2.5 million individually or $7.5 million in the aggregate);

    write up, write down or write off the book value of any assets exceeding $10 million in the aggregate, except for depreciation and amortization in accordance with GAAP consistently applied;

    amend, modify or provide any waiver under the ILG stockholders' rights agreement (except to the effect the transactions contemplated by the Merger Agreement);

    authorize or enter into any agreement to do any of the foregoing or otherwise make any commitment to do any of the foregoing; or

    make, change or revoke any material tax election or settle, compromise or abandon any material tax liability, in each case, other than in the ordinary course of business or as would not be likely to have a material and adverse impact on ILG and its subsidiaries, taken as a whole.

        Starwood has agreed that, prior to the effective time of the Merger, except as contemplated by the Merger Agreement or the other Transaction Documents, required by applicable law or consented to by ILG (which consent may not be unreasonably withheld, conditioned, delayed or denied), subject to certain agreed exceptions set forth in Vistana's disclosure schedules to the Merger Agreement, Starwood will not, and will cause Vistana and its subsidiaries not to, take any of the following actions with respect to Vistana and its subsidiaries or the Vistana Vacation Ownership Business:

    amend or modify the certificate of incorporation or bylaws (or similar organizational documents) of Vistana or any of its subsidiaries, other than an amendment to the certificate of incorporation of Vistana to increase the number of authorized shares of Vistana common stock;

    declare or pay any dividends on or make other distributions in respect of any equity interests of Vistana or its subsidiaries (whether in cash, securities or property);

    split, combine or reclassify any of the equity interests of Vistana or its subsidiaries, or issue or authorize the issuance of any other securities in respect of or in lieu of the equity interests of Vistana and its subsidiaries;

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    redeem, repurchase or otherwise acquire any equity interests of Vistana or its subsidiaries, or permit any subsidiaries to do the same (including any securities convertible or exchangeable into such equity interests);

    enter into any agreement with respect to the voting or registration of the capital stock or other equity interests of Vistana or any of its subsidiaries;

    issue, sell, pledge, dispose of, grant, transfer or encumber, or authorize any such actions with respect to, any shares of capital stock of, or any other equity interests in Vistana or any of its subsidiaries, any indebtedness that grants its holders voting rights with respect to the equity interests of Vistana or any of its subsidiaries, or other rights of any kind to acquire such equity interests or convertible into such equity interests, or any options, warrants, convertible security, "phantom" stock, "phantom" stock rights, stock appreciation rights or stock based performance rights, other than the issuance of equity among wholly owned subsidiaries of Vistana and Vistana or to Starwood;

    sell, assign, transfer, convey, lease, license, encumber (other than permitted liens under the Merger Agreement) or otherwise dispose of any assets that are material to Vistana and its subsidiaries (taken as a whole), except in the ordinary course of business (which includes the sale of vacation ownership interests to consumers and recordation of any condominium and/or timeshare documentation or real estate documents against properties to create vacation ownership interests);

    (1) sell, assign, pledge, grant or acquire, or agree to do any of the foregoing, or agree not to assert or to enforce, or otherwise encumber, transfer, license, abandon, place in the public domain, permit to lapse, disclose or agree to disclose or otherwise dispose of any intellectual property owned by Vistana or its subsidiaries that is material to Vistana and its subsidiaries, except pursuant to the terms of existing contracts or the licensing of any such intellectual property in the ordinary course of business or (2) compromise, settle or agree to settle, or consent to judgment in, any one or more actions or institute any action concerning any such intellectual property owned by Vistana and its subsidiaries, except in the ordinary course of business;

    merge or consolidate Vistana or any of its subsidiaries with any person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of Vistana or any of its subsidiaries, other than internal reorganizations in the ordinary course of business that would not have a material and adverse impact on Vistana and its subsidiaries or the transactions contemplated by the Merger Agreement;

    acquire (including by merger, consolidation, or acquisition of shares or assets) any interest in any person or any assets thereof, in each case with value in excess of $2.5 million, other than in the ordinary course of business or pursuant to specified agreements;

    permit or cause Vistana or any of its subsidiaries to repurchase, repay, refinance or incur any indebtedness for borrowed money, other than indebtedness incurred in order to distribute to Starwood the amount, if any, by which the Distribution Date Payment exceeds the Asset Purchase Price;

    issue any debt securities or assume, guarantee or endorse, or become responsible for in any manner the obligations of any person for borrowed money, other than the obligations of Vistana or any of its subsidiaries;

    make any material loans or investments in, or material advances of money to, any person (other than any Vistana subsidiary), except for advances to employees or officers of Vistana or its subsidiaries for expenses incurred in the ordinary course of business;

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    except in the ordinary course of business, materially adversely modify or terminate (excluding any expiration in accordance with its terms) any contract defined as a Vistana material contract or affiliate contract under the terms of the Merger Agreement, or enter into any agreement that would have been classified as such a contract if entered into prior to the date of the Merger Agreement;

    adopt, enter into, amend or increase the benefits under any Starwood or Vistana employee benefit plan that would increase the benefits provided to Vistana employees or the cost for providing such benefits, except as required by an existing Starwood or Vistana employee benefit plan;

    grant any increase in compensation or severance pay to any employee of Vistana or any of its subsidiaries, other than in the ordinary course of business, except as required by an existing Starwood or Vistana employee benefit plan;

    adopt, enter into or amend any labor or collective bargaining agreement, except as required by an existing Starwood or Vistana employee benefit plan;

    forgive any loans to directors, officers or employees of Vistana or its subsidiaries;

    other than as required or permitted by GAAP, make any material change to any accounting principles, methods or practices of Vistana or any of its subsidiaries;

    compromise, settle or agree to settle any action or investigation (other than those in the ordinary course of business involving only the payment of monetary damages, and without the imposition of equitable relief on or any admission of wrongdoing by Vistana or its subsidiaries, up to $2.5 million individually or $7.5 million in the aggregate);

    write up, write down or write off the book value of any assets of Vistana or its subsidiaries exceeding $10 million in the aggregate, except for depreciation and amortization in accordance with GAAP consistently applied;

    issue any additional awards to Vistana employees under any Starwood stock plan, except as specified in a schedule to the Merger Agreement, or modify or waive the terms of any existing Starwood options or Starwood stock plan as applied to outstanding awards held by Vistana employees;

    authorize or enter into any agreement to do any of the foregoing or otherwise make any commitment to do any of the foregoing; or

    other than in the ordinary course of business, make, change or revoke any material tax election with respect to the Vistana Vacation Ownership Business that would bind Vistana or any of its subsidiaries for periods following the closing of the Merger, or settle, compromise or abandon any material tax liability for which Vistana or its subsidiaries will be responsible under the Tax Matters Agreement.

Tax Matters

        The Merger Agreement contains certain covenants related to cooperation of the parties to the Merger Agreement if Starwood seeks an IRS Supplemental Ruling and provides ILG with review and comment rights with respect to such supplemental ruling.

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SEC Filings

        ILG, Starwood and Vistana agreed to jointly prepare (i) this proxy statement/prospectus and the registration statement contained herein with respect to the issuance of shares of ILG common stock in the Merger and (ii) the registration statement for the distribution of Vistana common stock in the Distribution, and to use reasonable best efforts to have each registration statement declared effective by the SEC as promptly as practicable after being filed.

        ILG is required under the terms of the Merger Agreement to mail this proxy statement/prospectus to its stockholders as promptly as practicable after the SEC declares this proxy statement/prospectus effective. Vistana is similarly required under the terms of the Merger Agreement to mail the registration statement and documents relating to the Distribution to its stockholders as promptly as practicable after the registration statement has become effective.

Regulatory Matters

        The Merger Agreement provides that each party to the Merger Agreement will use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing or causing to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate the Merger and the other transactions contemplated by the Merger Agreement as soon as practicable after the date thereof, including preparing and filing as promptly as practicable all documentation to effect and taking all reasonable steps necessary to obtain all necessary applications, notices, petitions and filings to obtain any required consents.

        Each party to the Merger Agreement has also agreed to make its respective filings under the HSR Act within 20 business days of the execution of the Merger Agreement and, as promptly as practicable, to make any other required filings under any competition laws with respect to the transactions contemplated by the Merger Agreement and to supply the appropriate governmental authorities any additional information and documentary material that may be requested pursuant to the HSR Act and such other laws as promptly as practicable. The parties have agreed to use reasonable best efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of approvals under other applicable competition laws as soon as practicable.

        In addition, each of the parties has agreed to take, or cause to be taken, any and all steps and to make any and all undertakings necessary to avoid or eliminate each and every impediment under any antitrust, merger control, competition or trade regulation law that may be asserted by any governmental authority with respect to the Merger so as to enable the closing of the Merger to occur as soon as reasonably possible, including proposing, negotiating, committing to, and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of such assets or businesses of Vistana (or Vistana's subsidiaries) or ILG (or ILG's subsidiaries), as applicable, or otherwise taking or committing to take actions that limit Vistana's or its subsidiaries' or ILG's or ILG's subsidiaries', as applicable, freedom of action with respect to, or their ability to retain, any of the businesses, product lines or assets of Vistana (or Vistana's subsidiaries) or ILG (or ILG's subsidiaries), in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing the closing of the Merger (provided that the effectiveness of any such sale, divestiture, license or disposition or action or commitment must be contingent on consummation of the Merger and no such action that affects ILG or Vistana may be taken without the consent of ILG). However, the parties to the Merger Agreement will not have to take any such action that would be materially adverse to the business, financial condition or results of operations of ILG and its subsidiaries (including Vistana and its subsidiaries, taken as a whole) or that would require such

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action by Starwood with respect to any assets or businesses that are not part of the Vistana Vacation Ownership Business.

No Solicitation

        The Merger Agreement contains provisions restricting ILG's ability to seek an alternative transaction. Under these provisions, ILG agrees that it will not, and will cause its subsidiaries and representatives not to, directly or indirectly:

    solicit or initiate or knowingly encourage, directly or indirectly, any Competing Proposal (as defined below) or proposal which would reasonably be expected to lead to a Competing Proposal; or

    engage in negotiations or discussions with respect to any Competing Proposal.

        The Merger Agreement provides that the term "Competing Proposal" means any proposal or offer from a third party relating to:

    a merger, restructuring, sale of assets, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation, joint venture or similar transaction involving ILG;

    the acquisition (whether by merger, consolidation, equity investment, joint venture or otherwise) by any person or entity of 20% or more of the consolidated assets of ILG and its subsidiaries, as determined on a book-value or fair market value basis;

    the purchase or acquisition in any manner of 20% or more of the issued and outstanding shares of ILG common stock or any other ownership interests in ILG;

    any purchase, acquisition, tender offer or exchange offer that, if consummated, would result in any other person or entity (except for Liberty Interactive Corporation and its affiliates) beneficially owning 20% or more of the shares of ILG common stock, or any other ownership interests of ILG or any of its subsidiaries;

    any purchase acquisition, tender offer or exchange offer that, if consummated, would result in Liberty Interactive Corporation and its affiliates beneficially owning 35% or more of the shares of ILG common stock or any other ownership interests of ILG or any of its subsidiaries; or

    any combination of the foregoing.

        ILG also agreed to cease, and to cause its subsidiaries and representatives to cease, any discussions or negotiations with any person that may have made a Competing Proposal prior to the date of signing of the Merger Agreement.

        Under the Merger Agreement, ILG must promptly (and in any event within 24 hours) notify Starwood after the receipt of a Competing Proposal or written indication that a person or entity is considering making a Competing Proposal as well of any request for non-public information relating to ILG or its subsidiaries (other than in the ordinary course, consistent with past practice and unrelated to a Competing Proposal) and of any inquiry or request for discussions or negotiations regarding any Competing Proposal. The notice must include the identity of the person or entity making the proposal, inquiry, offer or request and a copy of the proposal, inquiry, offer or request. ILG must also keep Starwood and Vistana reasonably and currently informed of any material changes or developments in connection with the foregoing (and in any event within 24 hours). ILG has also agreed that it will simultaneously provide to Starwood and Vistana any non-public information concerning ILG that may be made available to any other person or entity in response to such a proposal, inquiry, offer or request unless such information has previously been provided or made available to Starwood or Vistana.

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        Notwithstanding the covenants described in the foregoing paragraphs in this section, at any time prior to the receipt of the approval of ILG stockholders for the Share Issuance, ILG is permitted to furnish information to, and enter into discussions and negotiations with, a person or entity who has made an unsolicited, written, bona fide proposal or offer with respect to a Competing Proposal that did not result from a breach of the foregoing non-solicitation provisions by ILG if, prior to furnishing such information and entering into such discussions, the ILG Board of Directors has determined, in its good faith judgment that (1) after consulting with its outside financial advisors and outside legal counsel, any Competing Proposal constitutes a Superior Proposal (which is defined in the following paragraph), and (2) after consulting with outside legal counsel, the failure to act with respect to such Competing Proposal would be inconsistent with the fiduciary duties of the ILG Board of Directors to ILG's stockholders under applicable law. ILG must provide Starwood one business day's written notice before engaging in any such actions.

        The Merger Agreement provides that the term "Superior Proposal" means a bona fide written Competing Proposal by a third party (except the references therein to 20% being replaced by 50%) that was not solicited by ILG or its representatives in violation of the non-solicitation provisions of the Merger Agreement and that the ILG Board of Directors has determined in good faith (after consultation with its outside financial and legal advisors), taking into account the various legal, financial and regulatory aspects of the Competing Proposal, is reasonably likely to be consummated on a timely basis, and would be more favorable to ILG's stockholders, from a financial point of view, than the Merger and the other transactions contemplated by the Merger Agreement after giving effect to all adjustments or modifications to the terms thereof which may be agreed in writing to be made by Starwood.

Board Recommendation

        ILG has agreed in the Merger Agreement that neither the ILG Board of Directors, nor any committee thereof will (each action constituting a "Change in Recommendation"):

    withhold, withdraw, modify or qualify or publicly propose to withdraw, withhold, modify or qualify, in a manner adverse to Starwood or Vistana, the ILG Board Recommendation;

    make or permit any director or executive officer to make any public statement or make any public statement in connection with the ILG special meeting that would reasonably be expected to have the same effect; or

    approve, determine to be advisable or recommend, or publicly propose to approve, determine to be advisable or recommend any Competing Proposal.

        Notwithstanding the foregoing, the ILG Board of Directors may, at any time prior to receiving stockholder approval of the Share Issuance, make a Change in Recommendation, if either of the following conditions are satisfied:

    ILG has received a bona fide written Competing Proposal and has not violated the provisions described in "—No Solicitation" above and the ILG Board of Directors determines in good faith (after consultation with outside financial and legal advisors), taking into account the various legal, financial and regulatory aspects of the Competing Proposal, that such Competing Proposal constitutes a Superior Proposal; or

    the ILG Board of Directors has determined in good faith that a material event, development or change in circumstances with respect to ILG first occurring or coming to the attention of the ILG Board of Directors after the date of the Merger Agreement and prior to obtaining the ILG stockholder approval and which was not known and could not reasonably be expected to have been known or foreseen by the ILG Board of Directors as of or prior to the date of the Merger Agreement, which we refer to as an Intervening Event, has occurred or is continuing, such event

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      first occurred or came to the attention of the ILG Board of Directors subsequent to the date of the Merger Agreement and was not known or foreseeable, and the ILG Board of Directors determined in good faith after consultation with outside financial advisors and outside legal counsel, that inaction would be inconsistent with the directors' fiduciary duties under applicable law; provided, that the receipt, existence or terms of a Competing Proposal, any events, developments or changes in circumstances of Starwood, the Vistana Group, the status of the Merger under the HSR Act or any required third-party consent, any change in the price or change in the trading volume of ILG common stock (but not the underlying cause of any such change), and the meeting or exceeding of internal or analysts' expectations, projections or results of operations or any matter relating to the foregoing or consequences of the foregoing will not constitute Intervening Events.

        ILG may not take the action described above, unless:

    it has notified Starwood and Vistana in writing of its intention to take such action at least four (4) business days prior to taking such action, which notice must include certain information required by the Merger Agreement;

    if requested by Starwood or Vistana, the ILG Board of Directors and its representatives must have negotiated in good faith with Starwood during the notice period to enable Starwood and Vistana to propose changes to the terms of the Merger Agreement intended to cause the Superior Proposal to no longer constitute a Superior Proposal or such Intervening Event not to be material;

    the ILG Board of Directors concludes in good faith, after consultation with ILG's outside legal counsel and financial advisors and considering any revisions proposed by Starwood and Vistana, that any Superior Proposal continues to be a Superior Proposal and the failure to make a Change in Recommendation would be inconsistent with the ILG Board of Directors' fiduciary duties to ILG stockholders under applicable law; and

    if there is any amendment to the terms of the Superior Proposal during the four business day period following delivery of the notice described above, ILG provides a new written notice of the terms of such amended Superior Proposal giving Starwood and Vistana two business days for each subsequent amendment to make an offer to revise the terms of the Transactions.

        The Merger Agreement provides that ILG is not prohibited from making disclosures to its stockholders of any Competing Proposal under Rule 14e-2(a) or Rule 14d-9 of the Securities Exchange Act of 1934, as amended, which, together with the rules and regulations promulgated thereunder, we refer to as the Exchange Act. However, ILG is required to reaffirm in any such disclosure the ILG Board of Directors recommendation in favor of the Share Issuance.

Covenant Not to Compete

        Starwood and Vistana will enter into a non-competition agreement at the closing of the Merger in which they will each agree not to engage in certain competitive activities for a period of ten years, subject to the terms and conditions thereof. See discussion under "Additional Agreements Related to the Separation, the Distribution and the Merger—Noncompetition Agreement."

Certain Other Covenants and Agreements

        The Merger Agreement contains certain other covenants and agreements, including covenants (with certain exceptions specified in the Merger Agreement) relating to:

    access to each of ILG's and Vistana's properties, contracts and books and records and appropriate senior-level officers and employees;

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    preservation of the indemnification provisions in the governing documents of Vistana with respect to directors, officers, employees or agents of Vistana;

    advanced consent requirements for public announcements concerning the transactions contemplated by the Merger Agreement;

    defense of any derivative action brought against ILG and or its directors in connection with the Transactions;

    steps required to cause any disposition of Vistana common stock or acquisitions of ILG common stock resulting from the Transactions by each officer or director who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to ILG or Vistana to be exempt under Rule 16b-3 promulgated under the Exchange Act;

    Starwood's and Vistana's obligations to ensure Vistana has a sufficient number of authorized shares to effect the issuances under the Distribution;

    the obligations of ILG to obtain the release of Starwood and its affiliates from certain contracts, instruments or other arrangements to the extent relating to Vistana and for which Starwood or its affiliate is a guarantor or person required to provide financial support, including by substituting ILG or one of its subsidiaries for the applicable Starwood entity and ILG's indemnification obligations following the closing of the Merger with respect thereto;

    ILG's obligations with respect to a contractual advance payment on future royalties of $10 million payable to Hyatt® to maintain exclusivity;

    ILG's and Starwood's obligations to cause all Transaction Documents to be executed and delivered at the closing of the Merger; and

    the listing of the shares of ILG common stock issued in the Merger on the NASDAQ.

Conditions to the Merger

        The obligations of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction or, if permitted under applicable law, waiver, of the following conditions:

    the consummation of the Separation and the Distribution in accordance with the Separation Agreement;

    the expiration or termination of any applicable waiting period under the HSR Act (which condition has been satisfied), and the receipt of clearance from the Mexican Federal Economic Competition Commission, or observe the expiration or termination of the statutory waiting period applicable under the Mexican Federal Law on Economic Competition;

    the effectiveness of the registration statement of ILG and the registration statement of Vistana and the absence of any stop order issued by the SEC or any pending proceeding before the SEC seeking a stop order with respect thereto;

    the receipt of all necessary permits under applicable securities laws;

    the approval for listing on the NASDAQ of the shares of ILG common stock to be issued in the Merger (which condition has been satisfied);

    the approval by ILG stockholders of the Share Issuance; and

    the absence of any law or action by a governmental authority that enjoins, restrains or prohibits the consummation of the Separation, the Distribution or the Merger.

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        ILG's and Merger Sub's obligations to effect the Merger are subject to the satisfaction or, if permitted by applicable law, waiver, of the following additional conditions:

    the performance or compliance in all material respects by Starwood and Vistana of all covenants required to be complied with or performed by them on or prior to the effective time of the Merger under the Merger Agreement;

    the truth and correctness in all material respects of Starwood's and Vistana's representations and warranties with respect to organization, authorization and brokers' fees as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

    the truth and correctness in all respects of Starwood's representations and warranties relating to Vistana with respect to capital stock, the absence of a "material adverse effect" with respect to Vistana and receipt of board and stockholder approval as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

    the truth and correctness in all respects of all other representations and warranties made by Starwood in the Merger Agreement (without giving effect to any materiality, material adverse effect or similar qualifiers) as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date), except as would not have a material adverse effect;

    the receipt by ILG of a certificate, dated as of the closing date of the Merger, signed by a senior officer of Starwood certifying the satisfaction of the conditions described in the preceding four bullet points; and

    the entry by Starwood and Vistana into all other applicable Transaction Documents, and performance in all material respects of all covenants thereunder to be performed or complied with prior to the effective time of the Merger.

        Starwood's and Vistana's obligations to effect the Merger are subject to the satisfaction or, if permitted by applicable law, waiver, of the following additional conditions:

    the performance or compliance in all material respects by ILG of all covenants required to be complied with or performed by it on or prior to the effective time of the Merger under the Merger Agreement;

    the truth and correctness in all material respects of ILG's representations and warranties with respect to organization and authorization as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date);

    the truth and correctness in all respects of ILG's representations and warranties with respect to the capital stock of ILG, the absence of a "material adverse effect" with respect to ILG and receipt of board approval as of the date of the Merger Agreement and as of the date of the Merger (except that the truth and correctness representation and warranty with respect to the capitalization of ILG may have de minimis deviations from the "in all respects" standard);

    the truth and correctness in all respects of all other representations and warranties made by ILG in the Merger Agreement (without giving effect to any materiality, material adverse effect or

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      similar qualifiers) as of the date of the Merger Agreement and as of the date of the Merger (except for certain representations and warranties that by their terms address matters only as of a specified date, which are to be true and correct only as of such specified date), except as would not have a material adverse effect;

    the receipt by Starwood of a certificate, dated as of the closing date of the Merger, signed by a senior officer of ILG certifying the satisfaction of the conditions described in the preceding four bullet points; and

    the entry by ILG and Merger Sub into all applicable other Transaction Documents, and performance in all material respects of all covenants thereunder to be performed or complied with prior to the effective time of the Merger.

Termination

        The Merger Agreement may be terminated at any time prior to the consummation of the Merger by the mutual written consent of Starwood and ILG. Also, subject to specified qualifications and exceptions, either Starwood or ILG may terminate the Merger Agreement at any time prior to the consummation of the Merger if:

    the Merger has not been consummated on or prior to October 27, 2016;

    any governmental authority has promulgated, entered, enforced, enacted or issued or deemed applicable to the Merger or the other transactions contemplated by the Merger Agreement any law that permanently prohibits, restrains or makes illegal the Merger or the other transactions contemplated by the Merger; or

    ILG's stockholders fail to approve the Share Issuance at the meeting of ILG's stockholders held for such purpose (including any adjournment or postponement thereof).

        In addition, subject to specified qualifications and exceptions, Starwood may terminate the Merger Agreement if:

    ILG has breached any representation, warranty, covenant or agreement in the Merger Agreement that would cause the Joint Conditions to the Merger or the conditions to Starwood's obligation to consummate the Merger described above not to be satisfied, and such breach is not cured by the earlier of 60 days after notice of the breach and October 27, 2016, or is incapable of cure prior to October 27, 2016;

    the ILG Board of Directors effects a Change in Recommendation; or

    ILG has failed to comply with its obligations under the Merger Agreement relating to non-solicitation or to hold the ILG special meeting for approval of the Share Issuance.

        In addition, subject to specified qualifications and exceptions, ILG may terminate the Merger Agreement if:

    Starwood or Vistana has breached any representation, warranty, covenant or agreement in the Merger Agreement that would cause the Joint Conditions to the Merger or the conditions to ILG's obligation to consummate the Merger described above not to be satisfied, and such breach is not cured by the earlier of 60 days after notice of the breach and October 27, 2016, or is incapable of cure prior to October 27, 2016; or

    the ILG Board of Directors or any committee thereof, prior to receipt of stockholder approval for the Share Issuance and subject to payment of the termination fee described below, authorizes ILG's entry into a definitive agreement with respect to a Superior Proposal and ILG enters into such agreement, in circumstances where ILG is permitted to terminate the Merger Agreement and accept such Superior Proposal.

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        In the event of termination of the Merger Agreement, the Merger Agreement will terminate without any liability on the part of any party except as described below under "—Termination Fee and Expenses Payable in Certain Circumstances," provided that nothing in the Merger Agreement will relieve any party of liability for fraud or willful breach prior to termination.

Termination Fee and Expenses Payable in Certain Circumstances

        The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, ILG is required to pay Starwood a termination fee of $40 million. The circumstances under which this termination fee may be payable include:

    if ILG terminates the Merger Agreement in order to enter into an agreement with respect to a Superior Proposal, provided that such termination is conditioned on ILG's payment of the termination fee;

    if Starwood terminates the Merger Agreement after ILG has materially breached its obligations under the non-solicitation provisions of the Merger Agreement or its obligation to hold a special meeting of ILG stockholders to vote on the Share Issuance proposal;

    if Starwood terminates following a Change in Recommendation by the ILG Board of Directors;

    if (1) a Competing Proposal with respect to ILG is publicly made and not withdrawn five business days prior to specified events, (2) the Merger Agreement is terminated under any of the circumstances listed below and (3) ILG consummates, or enters into a definitive agreement with respect to and subsequently consummates, a Competing Proposal within twelve months of the termination of the Merger Agreement:

    in the event the Merger Agreement is terminated by either Starwood or ILG after the failure to obtain approval from ILG stockholders of the Share Issuance at the ILG special meeting,

    in the event the Merger Agreement is terminated by Starwood because ILG has committed an uncured or incurable breach of any representation, warranty, covenant or agreement in the Merger Agreement such that the conditions to the closing of the Merger would not be satisfied, or

    in the event the Merger Agreement is terminated by Starwood because the transactions contemplated by the Merger Agreement have not been consummated prior to October 27, 2016.

        If the Merger Agreement is terminated because ILG's stockholders fail to approve the Share Issuance at the meeting of ILG stockholders, ILG will be required to reimburse Starwood in cash for certain out-of-pocket fees and expenses incurred by Starwood in connection with the Transactions, up to a maximum of $15 million in the aggregate. If the Merger Agreement is terminated because of an uncured or incurable breach of any representation, warranty or covenant by ILG that frustrates any of the conditions to Starwood's obligations to consummate the Merger, ILG must reimburse such expenses up to $30 million in the aggregate. If the Merger Agreement is terminated because of an uncured or incurable breach of any representation, warranty or covenant by Starwood that frustrates any of the conditions to ILG's obligation to consummate the Merger, Starwood will be required to reimburse ILG in cash for certain out-of-pocket fees and expenses incurred by Starwood in connection with the Transactions, up to a maximum of $30 million in the aggregate.

        Payment of the termination fee will be Starwood's sole and exclusive remedy, unless Starwood commences an action alleging ILG has committed a willful breach or fraud, in which case Starwood will be entitled to any damages received in such action that it receives above the amount of the termination fee.

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Specific Performance

        In the Merger Agreement, the parties acknowledge and agree any breach of the Merger Agreement by any party could not be adequately compensated by monetary damages alone and that the parties would not have any adequate remedy at law. Accordingly, the parties have agreed that in addition to any other right or remedy to which a party may be entitled, in the event of any actual or threatened default or breach of any of the terms or conditions or provisions of the Merger Agreement, the aggrieved party will have the right to specific performance and injunctive or other equitable relief in respect of its rights under the Merger Agreement or any other Transaction Document.

Amendments

        The Merger Agreement may not be amended or modified, in whole or in part, except by an instrument in writing duly signed by an authorized representative of each party to the Merger Agreement that expressly references the Merger Agreement.

The Separation Agreement

        The following is a summary of the material provisions of the Separation Agreement. This summary is qualified in its entirety by the Separation Agreement, dated as of October 27, 2015, by and among Starwood, Vistana and ILG, and which is incorporated by reference in this document. Stockholders of Starwood and ILG are urged to read the Separation Agreement in its entirety. This description of the Separation Agreement has been included to provide Starwood stockholders and ILG stockholders with information regarding its terms. The rights and obligations of the parties are governed by the express terms and conditions of the Separation Agreement and not by this summary or any other information included in this proxy statement/prospectus. It is not intended to provide any other factual information about ILG, Merger Sub, Starwood or Vistana. Information about ILG, Merger Sub, Starwood and Vistana can be found elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. See also "Where You Can Find More Information."

        Descriptions regarding the assets and liabilities conveyed to Vistana or ILG Subsidiary Buyer and retained by Starwood contained in the Separation Agreement are qualified by certain information that has been exchanged separately between Starwood and Vistana and that is not reflected in the Separation Agreement. Accordingly, Starwood stockholders and ILG stockholders should not rely on the general descriptions of assets and liabilities in the Separation Agreement, as they may have been modified in important ways by the information exchanged separately between Starwood and ILG.

Overview

        The Separation Agreement provides for the Separation of the Vistana Vacation Ownership Business from Starwood. Among other things, the Separation Agreement provides for the direct sale to ILG Subsidiary Buyer or other transfer to Vistana and entities that will become Vistana subsidiaries pursuant to an internal restructuring of certain assets, including the five hotels intended to be converted, in whole or in part, into vacation ownership properties, and transfer of certain liabilities of Starwood and its subsidiaries, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses, and sets forth when and how such sale or other transfers will occur. The Separation Agreement also includes procedures by which the businesses of Starwood and Vistana will be separated. The matters addressed by the Separation Agreement include, without limitation, the matters described below.

        We refer to the conveyance of specified assets and liabilities related to the Vistana Vacation Ownership Business to Vistana as the Contribution. In consideration of the Contribution, Vistana will issue to Starwood shares of Vistana common stock.

        In consideration for the sale to ILG Subsidiary Buyer, ILG Subsidiary Buyer will pay the Asset Purchase Price to applicable Starwood subsidiary seller(s). Each of the Distribution Date Payment and

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the Asset Purchase Price are distinct from the other, though the payment of the Asset Purchase Price by ILG Subsidiary Buyer to any Starwood subsidiary seller(s) results in a corresponding reduction in the amount of the Distribution Date Payment required to be paid by Vistana to Starwood. Therefore, if the Asset Purchase Price is less than the Distribution Date Payment, Vistana will distribute an amount equal to the shortfall to Starwood. Further, if the Asset Purchase Price is greater than the Distribution Date Payment, Starwood will contribute an amount equal to the excess to Vistana. Except as contemplated in the three immediately preceding sentences and except for any payment that may be required in connection with the post-closing adjustment for any difference between the actual and estimated amounts included in the calculation of the Distribution Date Payment as of the closing, no other payment will be required in respect of the Distribution Date Payment. The specific assets and liabilities to be sold directly to ILG Subsidiary Buyer will be finally determined prior to the Distribution Date based on the estimated amount of the Distribution Date Payment, a statement of which is required to be delivered by Starwood to ILG prior to the anticipated Distribution Date.

        The specific assets and liabilities that may be sold directly to ILG Subsidiary Buyer are described in ``Separation of the Vistana Vacation Ownership Business—Transfer of Assets and Liabilities" on page 125. To the extent that any of the assets and liabilities comprising the Vistana Vacation Ownership Business (including any of the assets and liabilities that may be sold directly to ILG Subsidiary Buyer) are not sold directly to ILG Subsidiary Buyer, they will be conveyed to Vistana and entities that will become Vistana subsidiaries pursuant to the internal restructuring transactions (including the Contribution).

Separation of the Vistana Vacation Ownership Business

Transfer of Assets and Liabilities

        Generally, subject to the terms and conditions contained in the Separation Agreement:

    on or prior to the date of the Distribution, Starwood or a subsidiary of Starwood will sell directly to ILG Subsidiary Buyer or otherwise transfer pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries certain assets, in order to separate the Vistana Vacation Ownership Business from Starwood's other businesses (as further described below), and ILG Subsidiary Buyer, Vistana or an entity that will become a Vistana subsidiary, as the case may be, will assume all liabilities relating to such assets as well as certain expressly assumed liabilities;

    Starwood will cause Vistana (or any relevant subsidiaries of Vistana or Starwood at such time) to transfer to Starwood or one of Starwood's subsidiaries all assets which the parties have agreed are being excluded from the transfer of the Vistana Vacation Ownership Business to Vistana as part of the Separation, and Starwood or one of its subsidiaries will assume certain liabilities which the parties have agreed are being excluded from the transfer of the Vistana Vacation Ownership Business to Vistana as part of the Separation; and

    following the Distribution, the parties will transfer any unallocated assets or liabilities to such other party to which such party would have been entitled under the Separation Agreement.

        The Separation Agreement incorporates a step plan, which provides for the transfer of entities, assets and liabilities at or prior to the effective time of the Separation. The assets to be transferred to Vistana or one of its subsidiaries include the following assets (to the extent not sold directly to ILG Subsidiary Buyer as part of the Separation):

    all assets that are identified on a specified schedule, which the parties have agreed, are being included in the transfer of the Vistana Vacation Ownership Business to Vistana as part of the Separation;

    all of the interests in any entity that will become a direct or indirect subsidiary of Vistana following the Separation;

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    all of the interests in certain Starwood entities engaged in the Vistana Vacation Ownership Business;

    all assets reflected as assets of Vistana or any other entity that will become a Vistana subsidiary on the pro forma consolidated balance sheet of Vistana; and

    all assets that are owned, in whole or in part, by Vistana or any subsidiary of Vistana but not by any Starwood entity immediately prior to the Separation.

        In particular, the Separation Agreement will allocate to the Vistana Vacation Ownership Business:

    the legal entities containing the majority of Starwood's legacy vacation ownership business;

    the legal entity operating the Vistana Vacation Ownership Business's internal timeshare points-based exchange, which provides its owners the flexibility to vacation at any resort within its vacation ownership network and the ability to convert their annual occupancy rights into Starpoints to redeem for stays within Starwood's approximately 1,200 worldwide hotel and resort properties that participate in the SPG Program;

    the legal entities owning and operating The Westin St. John Resort and Villas located in the U.S. Virgin Islands. The resort's operations have historically been included in Starwood's vacation ownership business since January 1, 2013, and have been included in all historical periods of Vistana's combined financial statements; and

    the legal entities owning and operating the Transferred Properties that are being transferred to the Vistana Vacation Ownership Business for conversion, in whole or in part, to vacation ownership inventory over time. These properties include: Sheraton Kauai Resort; Sheraton Steamboat Resort; The Westin Resort & Spa, Cancun; The Westin Resort & Spa, Puerto Vallarta; and The Westin Resort & Spa, Los Cabos. The vacation ownership portion of Sheraton Steamboat Resort is currently included within Starwood's vacation ownership business; Vistana is obtaining the hotel associated with the resort.

    Hoteles Cancún K20, S. de R.L. de C.V., Hoteles Vallarta 205, S. de R.L. de C.V., and Hoteles Cabos K22.5, S. de R.L. de C.V., the legal entities owning and operating The Westin Resort & Spa, Cancún, The Westin Resort & Spa, Puerto Vallarta, and The Westin Resort & Spa, Los Cabos, and associated legal entities Empresa de Servicios Cancún S.A. de C.V., Empresa de Servicios K20 Cancún, S. de R.L. de C.V., Turistica Cancún S. de R.L. de C.V. and Empresa de Servicios Los Cabos S.A. de C.V., are expected to be sold directly to ILG Subsidiary Buyer. In addition, Westin St. John Hotel Company, Inc., the legal entity that, together with its subsidiaries, owns and operates The Westin St. John Resort and Villas, and/or all or a portion of a note receivable owned by Westin St. John Hotel Company, Inc. may be sold directly to ILG Subsidiary Buyer depending on the amount of the estimated Distribution Date Payment.

        The assets associated with these legal entities are the assets related to the operation of the applicable portion of the Vistana Vacation Ownership Business, including the Transferred Properties. The liabilities and obligations associated with these legal entities are liabilities and obligations incurred in the ordinary course of business or otherwise disclosed in the Vistana financial statements and corresponding notes.

        Following the internal restructuring, the only assets that are currently part of Starwood's vacation ownership business that Vistana will not own are the following assets:

    the legal entities holding ownership interests in property in Aruba, consisting primarily of land held for development;

    certain land adjoining The Westin Mission Hills Resort; and

    the entity that developed The St. Regis® Bal Harbour and marketed and sold the residential units in the project, which currently represents Starwood's residential segment.

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        The Separation Agreement provides that the assets to be transferred to Vistana will not in any event include any assets transferred to or otherwise retained by Starwood under the Separation Agreement, including all assets relating to any of Starwood's benefit plans (other than Vistana benefit plans and assets transferred under the Employee Matters Agreement), or any assets expressly governed by the Tax Matters Agreement (see "Additional Agreements Related to the Separation, the Distribution and the Merger—Tax Matters Agreement") or licensed to Vistana under the License Agreement (see "Additional Agreements Related to the Separation, the Distribution and the Merger—License Agreement").

        The liabilities that are to be assumed by Vistana or one of its subsidiaries include the following liabilities (to the extent not assumed directly by ILG Subsidiary Buyer in connection with the sale of assets and liabilities directly to ILG Subsidiary Buyer as part of the Separation):

    all liabilities that are identified on a specified schedule which the parties have agreed are being included in the transfer of the Vistana Vacation Ownership Business to Vistana as part of the Separation;

    all liabilities relating to any of the assets that are to be transferred to Vistana or one of its subsidiaries pursuant to the Separation Agreement; and

    all liabilities expressly assumed by or otherwise transferred to Vistana or any of its subsidiaries under the Employee Matters Agreement (see "Additional Agreements Related to the Separation, the Distribution and the Merger—Employee Matters Agreement").

Transfer of the Vistana Vacation Ownership Business

        The Separation Agreement requires Starwood, on the one hand, and ILG and Vistana, on the other hand, to deliver (or cause to be delivered) certain documents to the other party to effect the transfer of the Vistana Vacation Ownership Business to Vistana and ILG Subsidiary Buyer.

        On the effective date of the Separation, Starwood or its subsidiaries are required to deliver the following documents to Vistana:

    a counterpart to each of the Tax Matters Agreement, License Agreement, Noncompetition Agreement, SPG Affiliation Agreement, Transition Services Agreement and any other instruments, assignments, documents or agreements to be executed on the effective date in connection with the transactions contemplated by the Separation Agreement

    all necessary transfer documents relating to the assets to be transferred to Vistana or ILG Subsidiary Buyer (or to be transferred to Starwood, as the case may be) and the liabilities to be assumed by Vistana or ILG Subsidiary Buyer (or to be assumed by Starwood, as the case may be); and

    resignations of each of the individuals who serve as an officer or director of members of the Vistana Group in their capacity as such and the resignations of any other persons that will be employees of Starwood or its subsidiaries after the effective time of the Separation and that are directors or officers of members of the Vistana Group, to the extent requested by Vistana.

        On the effective date of the Separation, Vistana is required to deliver the following documents to Starwood:

    in each case where Vistana or any of its subsidiaries is a party, a counterpart to each of the Tax Matters Agreement, License Agreement, Noncompetition Agreement, SPG Affiliation Agreement, Transition Services Agreement and any other instruments, assignments, documents or agreements to be executed on the effective date in connection with the transactions contemplated by the Separation Agreement;

    all necessary transfer documents relating to the assets to be transferred to Starwood (or to be transferred to Vistana or ILG Subsidiary Buyer, as the case may be) and the liabilities to be

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      assumed by Starwood (or to be assumed by Vistana or ILG Subsidiary Buyer, as the case may be); and

    resignations of each of the individuals who serve as an officer or director of Starwood or its subsidiaries in their capacity as such and the resignations of any other persons that will be employees of members of the Vistana Group after the effective time of the Separation and that are directors or officers of Starwood or its subsidiaries, to the extent requested by Starwood.

Intercompany Arrangements

        Except for certain agreements such as the Separation Agreement, the Merger Agreement and the ancillary agreements relating to the Transactions as well as certain agreements identified on a schedule and agreements with third parties or non-wholly-owned subsidiaries or governing confidentiality with employees, all contracts between members of the Vistana Group, on the one hand, and Starwood and its subsidiaries, on the other hand, will be terminated. Except for liabilities for payment and/or reimbursement for costs and other fees and charges relating to goods or services provided by Starwood or its subsidiaries to members of the Vistana Group, or vice versa, prior to the Separation in the ordinary course of business, including under certain agreements identified on a schedule, and except as provided in the Separation Agreement or the ancillary agreements relating to the Transactions, Vistana and Starwood also will settle all intercompany accounts at the effective time of the Separation.

Consents and Delayed Transfers

        The Separation Agreement provides that Starwood and Vistana will use their respective reasonable best efforts to obtain promptly any required third-party consents or governmental approvals required in connection with the Separation or the Distribution; provided, that neither party will be required to make any payments or assume any liabilities or offer or grant any financial accommodation or other benefit with respect to any existing agreements with third parties not required to be paid under the terms of an existing agreement. The transfer of any specific asset to either Vistana or ILG Subsidiary Buyer, on the one hand, or Starwood, on the other hand, in connection with the Separation will automatically be deferred until the consummation of the transfer of the asset or liability, as applicable, can take place in accordance with any required consents or governmental approvals. The obligations of the parties to obtain such consents and approvals will generally terminate on the one-year anniversary of the Distribution.

        Notwithstanding the inability to transfer an asset or liability as a result of a third-party consent or required governmental approval prior to the Distribution, subject to the satisfaction of the conditions to the completion of the Distribution, the Distribution will nevertheless take place, and Starwood, Vistana or ILG Subsidiary Buyer, as applicable, will be required to hold the applicable asset or liability in trust and use reasonable best efforts to establish arrangements pursuant to which Starwood or Vistana, as applicable, will obtain all benefits and burdens associated with the asset or liability as if it had been transferred.

No Representations or Warranties

        Under the Separation Agreement, neither Starwood nor any of its subsidiaries makes any representations or warranties, express or implied, as to the condition or the value of any asset or liability or of the Vistana Vacation Ownership Business, the existence of any security interest on any asset, the absence of defenses from counterclaims, or any implied warranties of merchantability and fitness for a particular purpose or title. Under the Separation Agreement, except to the extent otherwise expressly provided in the Merger Agreement or any ancillary agreement, each of Vistana and ILG Subsidiary Buyer will take the assets and liabilities allocated to it "as is, where is," and bear the economic and legal risk relating to conveyance of, title to or the transfer of those assets and liabilities. None of the foregoing has any impact on the representations and warranties made by Starwood in the Merger Agreement or any ancillary agreement. See "—The Merger Agreement—Representations and

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Warranties" above for a description of the representations and warranties related to the Vistana Vacation Ownership Business which are contained in the Merger Agreement. Vistana similarly makes no representations or warranties, express or implied, under the Separation Agreement with respect to any assets or liabilities transferred by Starwood or its subsidiaries, and Starwood takes all assets and liabilities allocated to it "as is, where is" and will bear the economic and legal risks relating thereto.

Transfer of Assets and Liabilities, Issuance of Vistana Common Stock and Distribution Date Payment

        In consideration for the assets and liabilities transferred to Vistana in connection with the Contribution, immediately prior to the Distribution, Vistana will issue to Starwood [    ·    ] shares of Vistana common stock. In consideration for the sale of the assets and liabilities sold directly to ILG Subsidiary Buyer, ILG Subsidiary Buyer will pay the Asset Purchase Price to the applicable Starwood subsidiary seller(s). Each of the Distribution Date Payment and the Asset Purchase Price are distinct from the other, though the payment of the Asset Purchase Price by ILG Subsidiary Buyer to any Starwood subsidiary seller(s) results in a corresponding reduction in the amount of the Distribution Date Payment required to be paid by Vistana to Starwood. Therefore, if the Asset Purchase Price is less than the Distribution Date Payment, Vistana will distribute an amount equal to the shortfall to Starwood. Further, if the Asset Purchase Price is greater than the Distribution Date Payment, Starwood will contribute an amount equal to the excess to Vistana. Except as contemplated in the three immediately preceding sentences and except for any payment that may be required in connection with the post-closing adjustment for any difference between the actual and estimated amounts included in the calculation of the Distribution Date Payment as of the closing, no other payment will be required in respect of the Distribution Date Payment.

Distribution Date Payment Adjustment

        The Separation Agreement provides for certain adjustments to the $132 million cash payment to the extent that the actual capital spend for the Vistana Vacation Ownership Business for the period from October 1, 2015 through March 31, 2016 is greater or less than the targeted capital spend for the Vistana Vacation Ownership Business during such period as agreed between the parties. In addition, there is a further adjustment to the extent that there is a positive (surplus) or negative (deficit) operating cash flow with respect to the Vistana Vacation Ownership Business from April 1, 2016 through the date of the Distribution.

        The Separation Agreement provides that prior to the anticipated date of the Distribution, Starwood will deliver to ILG a notice setting forth its good faith estimate of capital spend for the Vistana Vacation Ownership Business from the period from October 1, 2015 through March 31, 2016 and an estimate of the net operating cash flow surplus or deficit from April 1, 2016 through the date of the Distribution. Within 90 days following the Distribution, Vistana will prepare and deliver to Starwood its calculation of any capital spend during the period from October 1, 2015 through March 31, 2016, and its calculation of any net operating cash flow. This post-closing true-up is described below and determined in accordance with the procedures set forth in the Separation Agreement;

    if the actual pre-March 31, 2016 capital spend exceeds the estimated capital spend, then Vistana will pay Starwood the excess, and if the estimated capital spend exceeds the actual capital spend during such period, then Starwood will pay Vistana the balance;

    if the actual amount by which the operating cash flow exceeds capital spend for the Vistana Vacation Ownership Business from April 1, 2016, through the date of the Distribution, resulting in surplus net operating cash flow, is greater than the estimate of such amount, then Starwood will pay to Vistana the difference, and if the estimated surplus exceeds the actual surplus, then Vistana will pay to Starwood the difference (and if the surplus becomes an actual deficit, then

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      Vistana will pay such deficit plus any estimated surplus that it previously received from Starwood); and

    if the actual amount by which the capital spend exceeds operating cash flow for the Vistana Vacation Ownership Business from April 1, 2016, through the date of the Distribution, resulting in deficit net operating cash flow is greater than the estimate of such amount, then Vistana will pay to Starwood the difference, and if the estimated deficit exceeds the actual deficit, then Starwood will pay to Vistana the difference (and if the deficit becomes an actual surplus, then Starwood will pay such surplus plus any estimated deficit that it previously received from Vistana).

        Starwood and Vistana will be able to net out any amounts owed to one another under the different adjustments, but any amounts must be paid within two business days of the final determination of respective payments in accordance with the Separation Agreement.

Distribution

        In the Distribution, Starwood will distribute all of the outstanding shares of Vistana common stock to the holders of shares of Starwood common stock. The Separation Agreement provides that the Distribution may be effected, at Starwood's option, by way of a pro rata distribution to Starwood's stockholders or an offer to exchange shares of Starwood common stock for shares of Vistana common stock, followed by a clean-up pro rata distribution of any unsubscribed shares of Vistana common stock. Starwood intends to effect the Distribution as a pro rata distribution of shares of Vistana common stock to holders of Starwood common stock on the record date for the Distribution. Holders of unvested restricted shares granted under Starwood's incentive stock plans will not receive any shares of Vistana common stock with respect to such Starwood unvested restricted shares.

Actions Prior to the Distribution

        Vistana and Starwood will cooperate to prepare all documents and make all filings required for the Distribution. Vistana will use reasonable best efforts to take all actions reasonably requested by Starwood to facilitate the distribution, including cooperating in the preparation and filing of any registration statement required under the Exchange Act and furnishing all historical and forward-looking financial information that is available and reasonably required in connection with the Distribution. To the extent any mailing or filing contemplates information concerning ILG, Vistana or any Vistana subsidiary, ILG has review and comment rights as well as consent rights over the mailing and filing.

        Prior to the Distribution, Starwood is required to cause Vistana, its subsidiaries and the entities to be sold directly to ILG Subsidiary Buyer to be operated substantially in accordance with the capital spend schedule and principles provided to the parties and to manage and, other than as contemplated by the Separation Agreement or applicable disclosure schedules to the Merger Agreement, to operate its accounts in good faith, in the ordinary course of business consistent with past practice, not to refinance or incur any indebtedness for borrowed money, other than indebtedness incurred in order to distribute to Starwood the amount, if any, by which the Distribution Date Payment exceeds the Asset Purchase Price, and to operate in good faith with respect to the treatment of all trade creditors and related accounts and trade debtors and related accounts.

Conditions to the Distribution

        The obligation of Starwood to complete the Distribution is conditioned upon the fulfillment at or prior to the Distribution of the following conditions:

    ILG having caused ILG Subsidiary Buyer to pay the Asset Purchase Price and ILG Subsidiary Buyer having received all of the right, title and interest in, to and under the assets and liabilities purchased in exchange for the Asset Purchase Price;

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    Vistana having made a distribution, if applicable, in an amount equal to the Distribution Date Payment less the Asset Purchase Price;

    Each of ILG, Starwood and Vistana having complied (or having caused its applicable subsidiaries to comply) in all material respects with its respective obligations (other than the obligations described above) in connection with the purchase and sale of certain assets and liabilities in exchange for the Asset Purchase Price, in each case, pursuant to and in accordance with the Separation Agreement;

    Starwood and Vistana having prepared and mailed to the holders of Starwood common stock on the record date for the Distribution information concerning Vistana that Starwood determines is required by law; and

    the parties to the Merger Agreement having irrevocably confirmed that all conditions to each party's obligations to effect the Merger have been satisfied or waived (other than the consummation of the Distribution and the conditions that by their terms are to be satisfied at the effective time of the Distribution, but subject to the satisfaction or waiver of such conditions), and that the Merger will be consummated immediately following the Distribution on the date of the Distribution (see "—The Merger Agreement—Conditions to the Merger").

Mutual Releases and Indemnification

        Starwood and Vistana (on behalf of themselves and their respective affiliates, including ILG from and after the effective time) will release each other and specified related parties from any and all liabilities arising out of or related to any events or events occurring (or failing to occur) or conditions existing (or alleged to have exist), arising at or prior to the Distribution, whether such events, circumstances or actions are known or unknown and including all actions to implement the Separation and Distribution. The Separation Agreement, however, provides that neither Starwood nor Vistana (nor their related parties) will be released from the following liabilities:

    any intercompany agreement or obligation that survives the effective time of the Distribution pursuant to the Separation Agreement, Merger Agreement or other ancillary agreement;

    any liability, assumed, transferred, assigned or allocated to Starwood and its subsidiaries or Vistana and its subsidiaries (or the entities to be sold directly to ILG Subsidiary Buyer), as the case may be, in accordance with any Transaction Document;

    any liability that a party may have with respect to indemnification or contribution pursuant to the Separation Agreement or appropriate provision of any ancillary agreement for any third-party claim;

    any liability for which either party is entitled to, and actually receives, indemnification from a third party to the extent that assignment, release or discharge of such liability pursuant to the Separation Agreement would cause such third party indemnification obligations to be terminated; or

    any liability the release of which would result in the release of any person other than Starwood, Vistana or any of their respective subsidiaries (or, with respect to Vistana, the entities to be sold directly to ILG Subsidiary Buyer) or related parties.

        Further, under the Separation Agreement, members of the Vistana Group will indemnify Starwood and its affiliates and their respective officers, directors, employees and agents for any liabilities resulting from, relating to or arising out of any asset or liability allocated to members of the Vistana Group under the Separation Agreement, the Vistana Vacation Ownership Business, any breach of any agreement or obligation under the Separation Agreement or any ancillary agreement. Starwood and its subsidiaries will indemnify Vistana and its affiliates (including ILG from and after the effective time) and their respective officers, directors, employees and agents for any and all liabilities resulting from, relating to or arising out of any asset or liability allocated to Starwood and its subsidiaries under the

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Separation Agreement, the Starwood business, and any breach by Starwood or its subsidiaries of any agreement or obligation under the Separation Agreement or any ancillary agreement.

        Under the Separation Agreement, the amount of any indemnifiable losses will be reduced by any insurance proceeds or other amounts actually recovered by the indemnified party that actually reduce the amount of or are paid to the indemnified party.

Additional Covenants

        The Separation Agreement addresses additional obligations of Starwood and Vistana relating to, among others, access to information, record retention, provision of financial information, ownership of information, cooperation in the conduct of certain claims, the privileged nature of information, insurance and waivers of conflicts of interest for counsel. Certain obligations and covenants are described below.

Further Actions

        Except as otherwise provided in the Separation Agreement, each of Starwood, ILG and Vistana has agreed to use reasonable best efforts to take all appropriate actions and to cooperate and do all things necessary, proper or advisable under the Separation Agreement and applicable law to consummate as soon as practicable the transactions contemplated by the Separation Agreement.

Access to Information

        Starwood and Vistana have agreed to use reasonable efforts to retain all information in accordance with their applicable record retention policies and not to destroy any information to which another party may have a right prior to the end of the applicable record retention policy. Starwood and Vistana agree to use reasonable best efforts to provide the other with information that is not related to an adversarial action between the parties that the other party may need in connection with disclosure, reporting or filing requirements with a governmental authority, for use in certain proceedings or in accordance with legal requirements, and to comply with obligations under any of the Transaction Documents.

Insurance

        From and after the Distribution, members of the Vistana Group will cease to be insured by Starwood's insurance policies or by any of its self-insured or captive programs, except with respect to insurance policies providing coverage on an occurrence basis or as otherwise agreed by the parties. The Separation Agreement obligates Vistana to arrange for its own insurance policies with respect to members of the Vistana Group following the Distribution and Vistana has agreed not to seek to benefit from any of Starwood's insurance policies, including by not asserting any right, claim or interest in any pre-closing insurance policies that did not exist prior to the Distribution. Starwood is not permitted to amend any of its insurance policies in a manner that would eliminate, reduce or limit coverage for any occurrence based coverage that was available to Vistana prior to the Distribution with respect to occurrences prior to the Distribution. With respect to occurrence-based claims arising from events before the Distribution, Starwood will control the claims procedure.

Termination

        Prior to the closing of the Merger, the Separation Agreement will terminate without further action at any time upon the termination of the Merger Agreement. In the event of such a termination, neither party will have any further liability to the other party except as provided in the Merger Agreement.

Parties in Interest

        The Separation Agreement provides that ILG, following the closing of the Merger, will have the right to enforce the rights of Vistana under the Separation Agreement, as well as the specific provisions of the Separation Agreement for purposes of which ILG is a party.

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ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION, THE DISTRIBUTION AND THE MERGER

Employee Matters Agreement

        In connection with the Separation and other Transactions, Starwood, Vistana and ILG entered into an Employee Matters Agreement with respect to the transfer of certain employees engaged in the Vistana Vacation Ownership Business and related matters, including benefits plans, terms of employment, equity awards, retirement plans and collective bargaining agreements.

Transfer of Vistana Employees

        Subject to certain exceptions, Starwood will transfer any Starwood employee whose duties, immediately prior to the Separation, relate exclusively to the Vistana Vacation Ownership Business, as well as certain agreed employees, to members of the Vistana Group. We refer to all transferring Starwood employees as Vistana Employees.

General Allocation of Liabilities

        The Vistana Group will assume or retain responsibility as employer of the Vistana Employees. Accordingly, Vistana will assume or retain all obligations and liabilities with respect to (i) certain employment agreements with the Vistana Employees, (ii) all Vistana benefit plans, (iii) all liabilities with respect to the employment or termination of employment of Vistana Employees, and (iv) any other liabilities expressly assigned to the Vistana Group under the Employee Matters Agreement.

Comparable Benefits

        Until December 31, 2016, subject to certain exceptions, ILG is obligated to provide each Vistana Employee with or cause a Vistana Group member to provide, (i) an annual salary, target bonus opportunity and commission opportunities no less than as was provided prior to the closing of the Transactions, (ii) employee benefits that are comparable in the aggregate, with certain exceptions, to what such Vistana Employee received immediately prior to the closing of the Transactions, (iii) severance benefit opportunities that are not less favorable than the greater of what is provided in the Vistana Employee's offer letter (if assumed by Vistana) or as would be provided under Starwood's severance guidelines, and (iv) an opportunity to participate in a tax-qualified defined contribution retirement plan established or maintained by ILG (the "ILG 401(k) Plan") in accordance with the terms of the Employee Matters Agreement and the ILG 401(k) Plan.

Service Crediting

        Vistana Employees will cease to participate in any Starwood employee benefit plans, and will instead be entitled to participate in employee benefit plans established or maintained by ILG or the Vistana Group, on and after the consummation of the Merger. Vistana Employees will be entitled to credit for prior service to the extent afforded under any Starwood plans for purposes of eligibility and vesting with regard to the ILG or Vistana Group employee benefit plans, other than with respect to any defined benefit pension plan.

Retirement Plans

        Subject to the terms of the Employee Matters Agreement, effective as of the date of the closing of the Transactions, Starwood will spin off the portion of Starwood's 401(k) Plan attributable to the accounts of current or former Vistana Employees, including all assets and liabilities thereof, which will be transferred in cash into the ILG 401(k) Plan. Starwood will retain Starwood's foreign service defined benefit plan, and ILG and Vistana will have no liability with respect to such plan. ILG will pay

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Starwood a lump sum payment of $180,000, which Starwood will immediately contribute to such foreign services defined benefit plan.

Nonqualified Plans

        Vistana will establish a nonqualified deferred compensation plan, on substantially the same terms as Starwood's deferred compensation plan, for the benefit of Vistana Employees, except that ILG is not required to permit Vistana Employees to make deferral elections under the plan. Prior to the consummation of the Transactions, Starwood will transfer to the new Vistana deferred compensation plan, the interests of all current and former Vistana Employees in the Starwood deferred compensation plan. Starwood will transfer to ILG a cash amount equal to the outstanding liabilities under the Starwood deferred compensation plan with respect to current and former Vistana employees.

Health and Welfare Benefits

        As of the consummation of the Merger, all Vistana Employees will cease to participate in or accrue benefits under the health and welfare benefit plans sponsored by Starwood. ILG or Vistana will establish or designate welfare benefit plans, including a flexible benefits plan, dependent care flexible spending account and a health reimbursement account, in which Vistana Employees will participate immediately following the effective time of the Merger. ILG will ensure that such employees will be immediately eligible to commence participation in such plans without regard to any eligibility period, pre-existing condition, waiting period, or certain other restrictions.

Annual Bonuses

        Starwood will retain liability for all unpaid bonus compensation earned by Vistana Employees pursuant to Starwood's annual incentive bonus plans for any calendar year ended prior to the year in which the consummation of the Merger occurs. ILG will provide Vistana Employees with a comparable bonus opportunity for the calendar year in which the Merger is consummated (which will be based upon Starwood's performance metrics for the portion of the performance period prior to the closing of the Transactions and will be based on ILG's performance metrics for the portion of the performance period following the closing of the Transactions).

Equity Compensation Awards

        Any outstanding Starwood equity awards that were granted in 2014 or later and are held by Vistana Employees ("Starwood Equity Awards") will be converted into ILG equity awards. Starwood Equity Awards that are time-based stock awards will be converted as of the closing of the Merger into an ILG time-based stock award on substantially the same terms, vesting conditions and other restrictions as the prior Starwood Equity Award. Starwood Equity Awards that are performance share awards will be deemed to have been earned at the greater of the target level of achievement and the actual level of achievement measured as of the date of the closing of the Transactions and will be converted as of the effective time of the Merger into restricted stock unit awards covering ILG common stock on substantially the same terms as the Starwood performance shares, except such awards will no longer be subject to any performance objectives and will vest on the third anniversary of the date that such initial Starwood Equity Award was granted.

Labor Agreements

        Vistana will retain or assume any collective bargaining agreement covering Vistana Employees. Starwood will have no further liability with respect to assumed collective bargaining agreements.

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