EX-99.1 4 d907952dex991.htm EX-99.1 EX-99.1
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EXHIBIT 99.1

 

LOGO

One StarPoint

Stamford, CT 06902

                    , 2015

Dear Stockholder,

I am pleased to inform you that on                     , 2015, the board of directors of Starwood Hotels & Resorts Worldwide Inc., or “Starwood,” approved the spin-off of Vistana Signature Experiences, Inc., or “Vistana,” a wholly owned subsidiary of Starwood. Upon completion of the spin-off, Starwood stockholders will own 100% of the outstanding shares of common stock of Vistana. Vistana will have the exclusive right to operate its vacation ownership business under the Westin and Sheraton brands, and the right to use the St. Regis and The Luxury Collection brands in connection with existing St. Regis and The Luxury Collection fractional residence properties. Starwood will concentrate on its lodging management and franchise business.

We believe that separating Vistana from Starwood so that Vistana can operate as an independent, publicly owned company is in the best interests of both Starwood and Vistana. The spin-off will permit both companies to benefit from sharpened strategic fit and focus; more efficient capital allocation; increased management focus; 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. Importantly, Vistana will also benefit from an ongoing affiliation with the award-winning SPG program.

The spin-off will permit both companies to tailor their business plans to best address market opportunities in their respective industries. Vistana will be positioned to grow faster and larger over time, including through development of real estate, while Starwood will further advance its long-standing asset-light strategy of separating real estate ownership from management and franchise operations. With two public companies, our stockholders will be able to pursue investment goals in either or both companies rather than one combined organization.

The spin-off will be completed by way of a pro rata distribution of Vistana common stock to our stockholders of record as of          p.m., Eastern time, on                     , 2015, the spin-off record date. Each Starwood stockholder will receive one share of Vistana common stock for every                  shares of Starwood common stock held by such stockholder on the record date. The distribution of these shares will be made in book-entry form, which means that no physical share certificates will be issued. Following the spin-off, Starwood stockholders may request that their shares of Vistana common stock be transferred to a brokerage or other account at any time. No fractional shares of Vistana common stock will be issued. Fractional shares of Vistana common stock to which Starwood stockholders of record would otherwise be entitled will be aggregated and sold on the public market by the distribution agent. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Vistana common stock.

We expect that your receipt of shares of Vistana common stock in the spin-off will be tax-free for United States (“U.S.”) federal income tax purposes, except for cash received in lieu of fractional shares. You should consult your own tax advisor as to the particular tax consequences of the distribution to you, including potential tax consequences under state, local and non-U.S. tax laws. The spin-off is subject to certain customary conditions including, among other things, the receipt of an opinion of tax counsel confirming, among other things, that the distribution of shares of Vistana common stock will not result in the recognition, for U.S. federal income tax purposes, of income, gain or loss by Starwood stockholders, except for cash received in lieu of fractional shares.

Stockholder approval of the distribution is not required, nor are you required to take any action to receive your shares of Vistana common stock. Immediately following the spin-off, you will own common stock in Starwood and Vistana. Starwood’s common stock will continue to trade on the New York Stock Exchange under the symbol “HOT.” We intend to apply for Vistana to have its common stock listed on the New York Stock Exchange under the symbol “VSE.”

 


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The enclosed information statement, which we are providing to all Starwood stockholders of record as of         p.m., Eastern time, on        , 2015, describes the spin-off in detail and contains important information about Vistana, including its historical combined financial statements. We urge you to read this information statement carefully.

We thank you for your continued support of Starwood and look forward to your support of Vistana in the future.

 

Yours sincerely,
Adam Aron
Chief Executive Officer
Starwood Hotels & Resorts Worldwide, Inc.

 


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LOGO

            , 2015

Dear Stockholder:

It is our pleasure to welcome you as a stockholder of our company. We will have the exclusive right to operate our vacation ownership business utilizing the Westin and Sheraton brands and the right to use the St. Regis and The Luxury Collection brands in connection with existing St. Regis and The Luxury Collection Residence Clubs. Our vacation ownership product offering will continue to provide access to all of Starwood Hotels & Resorts Worldwide, Inc.’s (“Starwood”) distinct brands in over 100 countries at approximately 1,200 properties through our ongoing affiliation with the award-winning SPG program.

As an independent, publicly owned company, we believe that we will benefit from sharpened strategic fit and focus; more efficient capital allocation; increased management focus; tailored recruiting, retention and incentive plans consistent with our company’s priorities; and improved investor choice and understanding of the business strategy and operating results of our company.

In addition to this filing, we have been working diligently to refine our new corporate identity. In evaluating our options, we solicited input from associates, corporate leadership and branding professionals. As such, we are pursuing an identity that complements the strength of the iconic Westin and Sheraton brands and harnesses the power of the SPG program – all of which are integral to our owners and guests’ affinity with our Company.

In selecting our corporate name, it became clear that one name stood out above the rest; an authentic name with an exceptional reputation that’s reflective of our 35-year track record of success. We are pleased to share with you our new corporate name, Vistana Signature Experiences, Inc., or “Vistana,” which will be effective following the completion of the spin-off. This new, yet familiar, name immediately evokes our proud past, while conveying an exciting future – all with a bold new look and feel.

On behalf of our over 5,300 colleagues at Vistana, we invite you to learn more about our company and our subsidiaries by reviewing the enclosed information statement. We look forward to our future as an independent, publicly owned company and to your support as a holder of Vistana common stock. We expect that Vistana common stock will be listed on the New York Stock Exchange under the symbol “VSE” in connection with the distribution of Vistana common stock by Starwood.

 

Very truly yours,
Matthew E. Avril
Chief Executive Officer-elect
Vistana Signature Experiences, Inc.


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Information included herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2015

PRELIMINARY INFORMATION STATEMENT

Vistana Signature Experiences, Inc.

Common Stock

(par value $0.01 per share)

 

 

We are sending this information statement to you in connection with the separation of Vistana Signature Experiences, Inc. and its subsidiaries (“Vistana”) from Starwood Hotels & Resorts Worldwide, Inc. (collectively with its predecessors and consolidated subsidiaries, other than, for all periods following the distribution, Vistana and its consolidated subsidiaries, “Starwood”), following which Vistana will be an independent, publicly owned company. As part of the separation, Starwood will undergo an internal reorganization, after which it will complete the separation by distributing all of the shares of Vistana common stock on a pro rata basis to the holders of Starwood common stock. We refer to this pro rata distribution as the “distribution” and we refer to the separation, including the internal reorganization and distribution, as the “spin-off.” We expect that the receipt of shares of Vistana common stock by Starwood stockholders in the distribution will be tax-free for United States (“U.S.”) federal income tax purposes, except for cash received in lieu of fractional shares, and Starwood has requested, and expects to receive, an opinion of tax counsel to that effect. Every holder of a share of Starwood common stock outstanding as of      p.m., Eastern Time, on             , 2015, the record date for the distribution, will receive one share of Vistana common stock for every          shares of Starwood common stock held. The distribution of shares will be made in book-entry form. Starwood will not distribute any fractional shares of Vistana common stock. 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 net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive a fractional share in the spin-off. The distribution will be effective as of 12:01 a.m., Eastern Time, on             , 2015. Immediately after the distribution becomes effective, we will be an independent, publicly owned company.

No vote or action of Starwood stockholders is required in connection with the spin-off. We are not asking you for a proxy. Starwood stockholders will not be required to pay any consideration for the shares of Vistana common stock they receive in the spin-off, and they will not be required to surrender or exchange shares of their Starwood common stock or take any other action in connection with the spin-off.

Starwood currently owns all of the outstanding shares of Vistana common stock. Accordingly, there is no current trading market for Vistana common stock. We expect, however, that a limited trading market for Vistana common stock, commonly known as a “when-issued” trading market, will develop beginning on or shortly before the record date for the distribution, and we expect “regular-way” trading of Vistana common stock will begin on the distribution date. We intend to list Vistana common stock on the New York Stock Exchange (“NYSE”) under the ticker symbol “VSE.”

 

 

In reviewing this information statement, you should carefully consider the matters described under “Risk Factors ” beginning on page 23 of this information statement for a discussion of certain factors that should be considered by recipients of our common stock.

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this filing and may also elect to comply with certain reduced public company reporting requirements for future filings. See page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

This information statement is not an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this information statement is             , 2015.

Stockholders of Starwood with inquiries related to the distribution should contact Starwood’s transfer agent, American Stock Transfer and Trust Company, at (800) 350-6202.

A Notice of Internet Availability of Information Statement Materials containing instructions for how to access this information statement was first mailed to Starwood stockholders on or about             , 2015. This information statement will be mailed to Starwood stockholders who previously elected to receive a paper copy of Starwood’s materials and will also be made available to any Starwood stockholder that elects, through the Notice & Access process, to receive written copies.


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TABLE OF CONTENTS

 

Table of Contents

     3   

Summary

     4   

Summary of the Spin-Off

     10   

Summary Historical and Unaudited Pro Forma Combined Financial Data

     15   

Questions and Answers About the Company and the Spin-Off

     18   

Risk Factors

     23   

Special Note Regarding Forward-Looking Statements

     44   

The Spin-Off

     45   

Trading Market

     54   

Dividend Policy

     56   

Capitalization

     57   

Selected Historical Combined Financial and Operating Data

     58   

Unaudited Pro Forma Combined Financial Statements

     61   

The Vacation Ownership Industry

     68   

Business

     70   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     93   

Management

     124   

Executive and Director Compensation

     130   

Certain Relationships and Related Party Transactions

     141   

Description of Material Indebtedness and Other Financing Arrangements

     150   

Security Ownership of Certain Beneficial Owners and Management

     152   

Description of Capital Stock

     153   

Where You Can Find More Information

     158   

Index to Financial Statements

     F-1   

 

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SUMMARY

This summary highlights information contained in this information statement and provides an overview of our company, our separation from Starwood and the distribution of Vistana Signature Experiences, Inc. common stock by Starwood to its stockholders. For a more complete understanding of our business and the spin-off, you should read this entire information statement carefully, particularly the discussion set forth under “Risk Factors” beginning on page 23 of this information statement, and our audited and unaudited historical combined financial statements, our unaudited pro forma combined financial statements and the respective notes to those statements appearing elsewhere in this information statement. Except as otherwise indicated or unless the context otherwise requires, “Vistana,” “Company,” “our business,” “we,” “us” and “our” refer to Vistana Signature Experiences, Inc., its predecessors, which date back to 1980, and its consolidated subsidiaries after giving effect to the internal reorganization, and “Starwood” and “Parent” refer to Starwood Hotels & Resorts Worldwide, Inc., its predecessors and its consolidated subsidiaries, other than, for all periods following the distribution, Vistana and its consolidated subsidiaries, including the entities that own the Transferred Properties, as defined below.

Our Company

We are the exclusive worldwide developer, marketer, seller and manager of high-end vacation ownership properties for the upper-upscale Westin and Sheraton brands. Our vacation network consists of 19 vacation ownership resorts and three fractional residence properties located in key vacation markets in appealing destinations within the United States, Mexico and the Caribbean. Our resorts and our affiliation with the Starwood Preferred Guest program (the “SPG Program”) provide our owners with world-class vacation experiences and access to approximately 1,200 Starwood hotels and resorts around the world. We generate most of our revenues from selling vacation ownership interests (“VOIs”), financing our customers’ VOI purchases, managing our resorts and vacation network and providing on-site rental and ancillary hospitality services.

During our 35-year operating history we have developed approximately 5,000 vacation ownership units, which we refer to as villas, sold more than $6 billion of VOIs and established an ownership base of approximately 220,000 owner-families. Our development experience ranges from hotel conversions to purpose-built single-site resorts. We expect to grow our business by developing additional phases at existing resorts and new resorts in existing markets, converting all or parts of our Transferred Properties to vacation ownership products and expanding our sales and distribution capabilities. Our “Transferred Properties” are the following hotel properties: Sheraton Kauai Resort, Sheraton Steamboat Resort, The Westin Resort & Spa, Los Cabos, The Westin Resort & Spa, Cancun and The Westin Resort & Spa, Puerto Vallarta.

Our Name

As we continue to work toward the completion of the spin-off process, we are pleased to unveil our new corporate name—Vistana Signature Experiences. This new, yet familiar, name builds on a 35-year history and our recognized reputation for excellence. While our name is familiar, our new look represents the exciting future opportunities that exist for our owners, associates, guests and stockholders as we seek to continue to deliver the exceptional experiences that our travelers have come to expect.

More than a reflection of our enduring history, we believe the name Vistana captures the essence of who we are: a forward-looking company that empowers travelers to expand their travel horizons and see the world in new and unexpected ways. Signature Experiences speaks to what our customers expect from us and what we deliver—personalized travel experiences that are unique and memorable—as unique as their own signature.

Vistana Signature Experiences will complement the strength of the iconic Westin and Sheraton brands and the power of the SPG Program—all of which resonate and connect with our owners and guests—and remain integral to their affinity with our Company and their use and enjoyment of our products and services.

We will continue to operate our business under the Starwood Vacation Ownership name until completion of the spin-off.

 



 

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Our Strengths

We expect to grow our leadership in the industry by leveraging our strengths, which include:

 

    World-Class Resorts in Key Locations with Year-Round Appeal. Our resorts are located in some of the most sought-after vacation destinations in North America and the Caribbean, including Orlando, Hawaii and Mexico.

 

    Exclusive Use of the Westin and Sheraton Brands for Vacation Ownership and Affiliation with the SPG Program. We are affiliated with Westin and Sheraton, the largest brands in the Starwood network, comprising over 600 hotels and approximately 225,000 rooms. Our License Agreement and SPG Affiliation Agreement with Starwood will provide us with unique and significant customer acquisition and product use benefits. We also have access to Starwood’s customer database through which we can cost-effectively source customer information for VOI sales purposes. Furthermore, access to the SPG Program is a key value driver for our owners that adds to their enjoyment of our product and supports our sales effort.

 

    Exceptional Product Usage Flexibility. Our vacation ownership program is structured to provide our owners with substantial product usage flexibility. Owners may use their VOIs in a variety of ways, including to reserve a unit of choice with preferred vacation dates or exchange their annual VOI occupancy right for stays at any of our vacation ownership resorts, stays at Starwood’s approximately 1,200 worldwide hotel and resort properties, special SPG Program offers and unique experiences or stays at vacation ownership properties outside of our network via third-party exchange companies.

 

    Development Expertise. We have a long, successful record of strategically sourcing, evaluating and developing financially successful resorts in the most sought-after vacation destinations with access to high-end services and amenities. Our Company has developed over 5,000 villas across the United States, the Caribbean and Mexico. The scope of our resort development activities ranges from master-planned, large-scale developments to hotel inventory conversions.

 

    Marketing and Sales Execution. We believe the vacation ownership product represents a discretionary purchase and its average contract price typically reflects a meaningful decision. Therefore, we provide the customer with an in-depth presentation of the Westin and Sheraton brands, the affiliation with the SPG Program and the variety of ways in which they can benefit from our exceptional product usage. We have a wide variety of sophisticated marketing channels through which we generate a predictable source of tour flow of well-qualified potential buyers with an affinity for travel. Our presentation is conducted by a well-trained professional sales executive in a state-of-the-art, branded sales gallery. Product features and benefits, as well as a variety of purchase financing options are reviewed with our sales guests. The combined execution of our marketing and sales process is a critical element of the vacation ownership business model and we believe an area of strength for our Company.

 

    Highly Predictable and Recurring Revenue. We enter into management agreements with homeowners’ associations (“HOAs”) at each of our resorts. The services we typically provide include reservations, check-in, housekeeping, maintenance and other association management services for which we earn a related management fee. Since our inception, we have retained all of our management contracts at the resorts we have developed. We also earn recurring annual and transactional fees from approximately 165,000 of our owner-families that participate in and use our vacation network.

 

    Customer Satisfaction and Retention. We hold ourselves to high standards and strive to ensure that each of our VOI owners, sales guests and resort customers is provided with a world-class experience. Our resorts consistently achieve among the highest guest experience ratings within the Starwood system with more than 80% of owners and guests indicating both a strong “Likelihood to Return” and “Likelihood to Recommend” in 2014. High customer satisfaction results in high utilization of our resorts by our owners and rental customers, as well as better sales conversion rates from our sales guests. Evidencing this satisfaction, our average owner occupancy rate was 89% in 2014, as compared to the overall vacation ownership industry average of 79% in 2014 reported by ARDA International Foundation (“AIF”). Our strong customer satisfaction is evidenced by 52% of our sales being attributed to existing owners, strong brand satisfaction scores at our branded properties and low default rates in our consumer finance portfolio.

 



 

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    Operational Excellence Due to Our Experienced Management Team. We have a highly experienced management team that has significant longevity at our Company, with team members averaging in excess of 20 years of experience with us. We have a long-standing culture of execution excellence, evidenced by our award-winning resorts, favorable satisfaction surveys and financial results. We strive to ensure that each interaction with a VOI owner, sales guest or resort customer is reflective of our culture. We believe our management team’s depth of experience will enable us to maximize customer and stakeholder value by capitalizing on growth opportunities in our industry.

 

    Significant Available Existing Inventory and Development Opportunities. The Company has significant short-term and long-term inventory as well as identified VOI inventory growth opportunities including additional phases at existing resorts, new resorts in existing markets, and VOI conversions at the Transferred Properties. Our current vacation ownership properties and our development pipeline provide us with VOI inventory opportunities in highly desirable resort locations. We also may in the future have opportunities to evaluate additional inventory growth opportunities, including converting existing Starwood and non-Starwood affiliated hotels into vacation ownership properties, to further supplement our VOI inventory.

Our Business Strategy

Our objective is to provide best-in-class vacation ownership experiences and generate sustained stockholder value through the implementation of our business strategies. We intend to utilize our strengths to pursue these objectives through the following investment and growth strategies:

 

    Focus on Premier Resort Locations. We will continue to focus on operating resorts in the most sought-after vacation destinations that supply us with robust distribution opportunities. Our existing resorts are concentrated in some of the most visited destinations in North America and the Caribbean, such as Orlando, Hawaii and the U.S. Virgin Islands. We are expanding our presence in Hawaii with The Westin Nanea Ocean Villas, which is located on Ka’anapali beach, one of Maui’s most desirable areas. In addition, the Transferred Properties that we intend to convert, in whole or in part, over time, into vacation ownership products are located in Hawaii, Mexico and Colorado, all of which provide oceanfront or ski-in/ski-out resort experiences.

 

    Grow Sales Through Development in Existing Markets and Enhanced Distribution. We intend to sustain and grow our VOI sales origination efforts by leveraging our globally recognized brands, maximizing our affiliation with Starwood, marketing to our existing ownership base of approximately 220,000 owner-families for additional sales and enhancing our sales distribution to prospective sales guests. We expect revenue growth will primarily originate from the development and sale of VOIs in existing markets, conversion of and VOI sales at our Transferred Properties and added distribution through new sales centers. Further, we believe we can improve the overall effectiveness of our sales process as we are able to offer an increasing variety of new resorts and other product enhancements we may introduce over time.

 

    Drive Continued Earnings from Our Consumer Finance Business. We offer our customers flexible financing alternatives in connection with their VOI purchases. Our vacation ownership notes receivable portfolio, which is approximately $700 million, provides us with stable and recurring revenues from interest income and continues to experience strong performance with historically low delinquency and default rates. We access operating liquidity by receiving an advance rate on the pledge of these receivables in the asset-backed financing markets.

 

    Grow Our Highly Predictable Fee Businesses. We intend to grow our highly predictable fee business that we earn on the recurring revenue from our resort management, vacation network and owner services activities. Furthermore, we expect to achieve incremental revenue growth from increases in the number of VOIs under management, the addition of new services for our owners and the addition of new members.

 

   

Deliver World-Class Experiences to Our Owners, Sales Guests and Resort Customers and be an Employer of Choice. We are an integrated hospitality company focused on providing our owners, sales guests and resort customers with memorable vacation experiences. This focus is a cornerstone of our business, which we believe has enabled us to consistently deliver world-class experiences in resort destinations and achieve high levels of customer satisfaction. We also seek

 



 

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to be the employer of choice in the markets in which we compete. Engaging associates in the success of our business continues to be one of our long-term core strategies, which attracts new associates and provides existing associates with incentives to deliver memorable guest experiences that lead to long-term relationships and strong operating results.

 

    Maintain an Efficient Balance Sheet. We expect to maintain a prudent level of debt and ensure access to capital commensurate with our operating needs, growth profile and risk mitigation policies. We intend to meet our liquidity needs through operating cash flow, credit facilities and continued access to the asset-backed financing market. Further, we intend to regularly review capital efficient opportunities, balancing our capital structure strategy with stockholder returns.

Other Information

Vistana Signature Experiences, Inc. was incorporated in Delaware on June 10, 2015. Our principal executive offices are located at 9002 San Marco Court, Orlando, Florida 32819. Our telephone number is (407) 903-4900. Our website address is www.        .com. Information contained on our website or Starwood’s website does not and will not constitute part of this information statement or the registration statement on Form 10 of which this information statement is a part. We will continue to operate our business as Starwood Vacation Ownership (collectively, when also referring to the business’ corporate entity, Starwood Vacation Ownership, Inc., “SVO”) until the completion of the spin-off.

The Spin-Off

On             , 2015, the board of directors of Starwood approved the spin-off of Vistana, following which Vistana will be an independent, publicly owned company.

Before we spin off from Starwood, we will enter into a Separation and Distribution Agreement, License Agreement, SPG Affiliation Agreement, Tax Matters Agreement, Employee Matters Agreement, Non-Competition Agreement and Transition Services Agreement and other ancillary agreements with Starwood for the purpose of allocating, between Vistana and Starwood, various assets related to the vacation ownership business, Transferred Properties and the related liabilities and obligations. These agreements will also govern our relationship with Starwood following the spin-off and will include non-competition covenants, arrangements for trademark licensing and other intellectual property matters, employee matters, tax matters, insurance matters and allocation of liabilities and obligations attributable to periods before and, in some cases, after the spin-off. These agreements will also include arrangements for transitional services. See “Certain Relationships and Related Party Transactions – Agreements between Starwood and Vistana Relating to the Separation.”

In particular, the Separation and Distribution Agreement will allocate to Vistana:

 

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

 

    the legal entity operating our internal timeshare points-based exchange, which provides our owners the flexibility to vacation at any resort within our 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 containing 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 containing the Transferred Properties that are being transferred from Starwood to Vistana for conversion, in whole or in part, to vacation ownership inventory over time. These properties include: The Westin Resort & Spa, Cancun; The Westin Resort & Spa, Puerto Vallarta; The Westin Resort & Spa, Los Cabos; Sheraton Kauai Resort; and Sheraton Steamboat Resort. The vacation ownership portion of Sheraton Steamboat Resort is currently included within the vacation ownership business; Vistana is obtaining the hotel associated with the resort.

Vistana will also assume the liabilities of each of the assets allocated to it by Starwood.

 



 

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The distribution of Vistana common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. Starwood has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Starwood determines, in its sole discretion, that the spin-off is not in the best interest of Starwood or its stockholders, or that it is not advisable for Vistana to separate from Starwood. See “The Spin-Off – Conditions to the Spin-Off.”

Ownership of Vistana common stock is subject to a number of risks, including risks relating to the separation and distribution. The following list of risk factors is not exhaustive. Please read the information in the section captioned “Risk Factors” for a more thorough description of these and other risks.

Risks Related to Our Business

 

    Our business will be materially harmed if we breach our License Agreement with Starwood or it is terminated;

 

    We rely on Starwood to consent to our use of its trademarks at new properties we acquire or develop in the future;

 

    Our business depends on the quality and reputation of the Westin and Sheraton brands and affiliation with the SPG Program;

 

    Our dependence on development activities exposes us to project cost and completion risks;

 

    We operate in a highly competitive industry;

 

    The sale of vacation ownership interests in the secondary market by existing owners could cause our sales revenues and profits to decline;

 

    Our business is regulated under a wide variety of laws, regulations and policies, and failure to comply with these regulations could adversely affect our business;

 

    We may experience financial and operational risks in connection with acquisitions and strategic arrangements;

 

    Our ability to engage in acquisitions and other strategic transactions is subject to limitations because we are agreeing to certain restrictions to comply with U.S. federal income tax requirements for a tax-free spin-off;

 

    Disagreements with the owners of VOIs and HOAs and other third-parties may result in litigation or loss of management contracts; and

 

    We have a concentration of properties in particular geographic areas, which exposes our business to the effects of regional events and occurrences.

Risks Related to the Spin-Off

 

    We may not be able to secure debt financing on attractive terms;

 

    Our success will depend in part on our ongoing relationship with Starwood after the spin-off;

 

    We may be unable to achieve some or all of the benefits that we expect from the spin-off.

 

    If the distribution were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, then the distribution could result in significant tax liabilities and we could have an indemnification obligation; and

 

    If the distribution were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, then you will be taxed on your receipt of our stock.

 



 

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Risks Relating to Our Common Stock

 

    There is currently no existing market for our common stock and we cannot be certain that an active trading market will develop or be sustained after the spin-off. Following the spin-off, our stock price may fluctuate significantly;

 

    Substantial sales of our common stock may occur in connection with the spin-off, which could cause the price of our common stock to decline;

 

    We cannot assure you that we will pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock;

 

    Anti-takeover provisions in our organizational documents, Delaware law and in our agreements with Starwood could delay or prevent a change in control; and

 

    We may be unable to make, on a timely basis, the changes necessary to operate effectively as an independent, publicly owned company.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth company, we may take advantage of certain limited exemptions from various reporting requirements that are applicable to other public companies. These provisions include, but are not limited to:

 

    not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for up to five years;

 

    reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this information statement; and

 

    exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may remain an emerging growth company until the earliest of (1) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (2) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor statute, which would occur on the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter of such fiscal year, (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period and (4) the end of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”).

 



 

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SUMMARY OF THE SPIN-OFF

 

Distributing Company   Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation. After the distribution, Starwood will not own any shares of Vistana and will continue to own and operate its other businesses.
Distributed Company   Vistana Signature Experiences, Inc., a Delaware corporation and currently a direct, wholly owned subsidiary of Starwood. Vistana was incorporated in Delaware on June 10, 2015 for the purpose of holding Starwood’s vacation ownership business following the distribution. After the spin-off, Vistana will be an independent, publicly owned company.
Distributed Securities   All of the shares of Vistana common stock owned by Starwood, which will be 100% of Vistana common stock issued and outstanding immediately prior to the distribution.
Record Date   The record date for the distribution is          p.m., Eastern time, on             , 2015.
Distribution Date   The distribution date is             , 2015.
Internal Reorganization   Prior to the distribution, we and Starwood intend to implement an internal reorganization through a series of transactions designed to transfer ownership of Starwood’s vacation ownership business and the Transferred Properties to us, as further described in “The Spin-Off—Manner of Effecting the Spin-Off—Internal Reorganization.”

Indebtedness and Other

Financing Arrangements

  We intend to enter into two secured revolving credit facilities, which will include: (1) a secured revolving corporate credit facility with a borrowing capacity of $100 million to provide support for our business, including ongoing liquidity and letters of credit (the “Revolving Corporate Credit Facility”), and (2) a secured warehouse credit facility with a borrowing capacity of $200 million to provide short-term financing for vacation ownership notes receivable we originate in connection with the sale of vacation ownership interests (the “Warehouse Credit Facility,” and together with the Revolving Corporate Credit Facility, the “Credit Facilities”), in each case, concurrently or prior to the completion of the spin-off. We anticipate prior to the spin-off that we will issue a note payable to Starwood to reimburse Starwood for our allocable share of transaction costs and a portion of expected reconstruction costs required at The Westin Resort & Spa, Los Cabos in Mexico. We also plan to periodically securitize vacation ownership notes receivable that we originate in connection with our sales of VOIs. See “Description of Material Indebtedness and Other Financing Arrangements” for more information.
Distribution Ratio   Each holder of Starwood common stock, par value $0.01 per share (“Starwood common stock”) will receive one share of Vistana common stock for every                  shares of Starwood common stock held on             , 2015.
The Distribution   On the distribution date, Starwood will release all shares of our common stock to the distribution agent to distribute to Starwood stockholders. The shares will be distributed in book-entry form, which means that no physical share certificates will be issued. We expect that it will take the distribution agent up to              to electronically issue shares of our common stock to you or to your bank or brokerage firm on your behalf by way of direct registration in book-entry form. Any delay in the electronic issuance of our shares by the distribution agent will not affect trading of our

 



 

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  common stock. Following the spin-off, stockholders who hold their shares in book-entry form may request that their shares be transferred to a brokerage or other account at any time. You will not be required to make any payment, surrender or exchange your shares of Starwood common stock or take any other action to receive your shares of our common stock.
Fractional Shares   The distribution agent will not distribute any fractional shares of our common stock to Starwood stockholders, but will instead aggregate all fractional shares of our common stock to which Starwood stockholders of record would otherwise be entitled and sell them on the public market. The distribution agent will then aggregate the net cash proceeds of the sales and distribute those proceeds ratably to those stockholders who would otherwise have received fractional shares. Stockholders’ receipt of cash in lieu of fractional shares from these sales generally will result in a taxable gain or loss to those stockholders for U.S. federal income tax purposes. Each stockholder entitled to receive cash proceeds from these fractional shares should consult his, her or its own tax advisor as to the tax consequences of the receipt of such cash proceeds based on such stockholder’s particular circumstances. We describe the material tax consequences of the distribution in more detail under “The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off.”
Conditions to the Spin-Off   Completion of the spin-off is subject to the satisfaction or waiver by Starwood of the following conditions:
          •       the board of directors of Starwood, in its sole and absolute discretion, has authorized and approved the spin-off (including the internal reorganization) and not withdrawn such authorization and approval, and has declared the dividend of the common stock of Vistana to Starwood stockholders;
          •       the Separation and Distribution Agreement and each ancillary agreement contemplated by the Separation and Distribution Agreement have been executed and not terminated by each party thereto;
          •      

our registration statement on Form 10 (“Registration Statement on Form 10”), of which this information statement is a part, has been deemed effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no stop order suspending that effectiveness is in effect, and no proceedings for such purpose are pending before or threatened by the Securities and Exchange Commission (the “SEC”);

          •       our common stock has been accepted for listing on a national securities exchange approved by Starwood, subject to official notice of issuance;
          •       the internal reorganization (as described in “The Spin-Off— Manner of Effecting the Spin-Off—Internal Reorganization”) has been completed;
          •      

Starwood has received an opinion from its tax counsel, in form and substance acceptable to Starwood, that the distribution of shares of our common stock will not result in recognition, for U.S. federal income tax purposes, of income, gain or loss by Starwood or Starwood stockholders, except for possible gains or losses to Starwood arising out of the internal reorganization and other intercompany transactions and, in the case of Starwood stockholders, for cash received in lieu of fractional shares of our common stock (the “Tax Opinion”);

 



 

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          •       Starwood has received a ruling from the U.S. Internal Revenue Service (“IRS”) on certain aspects of the distribution and related transactions not addressed in the Tax Opinion (the “IRS Ruling”);
 

        •    

  a Notice of Internet Availability of Information Statement Materials containing instructions for how to access this information statement and/or this information statement has been mailed to Starwood stockholders;
          •       our amended and restated charter (“Charter”) and amended and restated bylaws (“Bylaws”), each in the form filed as exhibits to the Registration Statement on Form 10 of which this information statement is a part, are in effect;
          •       our board of directors (the “Board”) consists of the individuals identified in this information statement, including any subsequent amendments hereto, as directors of our Company;
          •       Starwood has received an opinion, in form and substance acceptable to Starwood, as to the solvency of Starwood and our Company;
          •       no order, injunction or decree that would prevent the consummation of the distribution is threatened, pending or issued (and still in effect) by any governmental authority of competent jurisdiction, no other legal restraint or prohibition preventing consummation of the distribution is pending, threatened, issued or in effect and no other event has occurred or failed to occur that prevents the consummation of the distribution;
          •       any material governmental approvals and other consents necessary to consummate the spin-off have been obtained; and
          •       we have entered into the Credit Facilities.
 

The fulfillment of these conditions will not create any obligation on Starwood’s part to effect the spin-off. Except as described in the foregoing conditions, we are not aware of any material federal or state regulatory requirements that must be complied with or any material approvals that must be obtained in connection with the distribution. Starwood has the right not to complete the spin-off if, at any time prior to the distribution, Starwood’s board of directors determines, in its sole discretion, that the spin-off is not in the best interest of Starwood or its stockholders, or that it is not advisable for us to separate from Starwood. For more information, see “The Spin-Off—Conditions to the Spin-Off.”

 



 

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Trading Market and Symbol   We intend to file an application to list Vistana common stock on the NYSE under the ticker symbol “VSE.” We anticipate that, beginning on or shortly before the record date, trading of shares of Vistana common stock will begin on a “when-issued” basis and will continue up to and including the distribution date, and we expect “regular-way” trading of Vistana common stock will begin on the distribution date. We also anticipate that, beginning on or shortly before the record date, there will be two markets in Starwood common stock: a regular-way market on which shares of Starwood common stock will trade with an entitlement to shares of Vistana common stock to be distributed in the distribution, and an “ex-distribution” market on which shares of Starwood common stock will trade without an entitlement to shares of Vistana common stock. For more information, see “Trading Market.”
U.S. Federal Income Tax Consequences  

We expect the distribution to be treated, for U.S. federal income tax purposes, as a distribution described in Section 355(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If so treated, no gain or loss will be recognized by, and no amount will be included in the income of, a U.S. Holder, as defined below, as a result of the distribution, other than with respect to any cash paid in lieu of fractional shares. See “The Spin-Off – U.S. Federal Income Tax Consequences of the Spin-Off” for further information regarding the potential tax consequences of the Spin-Off to you.

 

We urge each stockholder to consult his, her or its tax advisor as to the specific tax consequences of the distribution to such stockholder, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws.

Relationship with Starwood

After the Spin-Off

  We will enter into a Separation and Distribution Agreement and other agreements with Starwood related to the spin-off. These agreements will govern our relationship with Starwood after completion of the spin-off and provide for the allocation between us and Starwood of various assets, liabilities and obligations (including employee benefits, intellectual property, insurance and tax-related assets and liabilities) and include the transfer agreements related to the transfer of the Transferred Properties. The Separation and Distribution Agreement, in particular, will provide for the settlement or extinguishment of certain obligations between us and Starwood. We also intend to enter into a License Agreement with Starwood, which will, among other things, provide us with the exclusive right to use the Westin and Sheraton brands in the vacation ownership business and the right to use the St. Regis and The Luxury Collection brands in connection with the existing St. Regis and The Luxury Collection fractional residence properties for the term of the agreement. We may also propose new vacation ownership projects to Starwood, including fractional projects, under one of Starwood’s brands other than Westin and Sheraton, subject to Starwood’s review and approval, in its sole discretion, and agreement on economics and other terms of a separate license agreement for any such project. In addition, we intend to enter into a Transition Services Agreement with Starwood under which Starwood will provide us, and we will provide to Starwood, certain services on an interim basis following the distribution. We also intend to enter into an Employee Matters Agreement that will set forth our agreements with Starwood concerning certain employee compensation and benefit matters. We also intend to enter into a Tax Matters Agreement with Starwood under which we will agree, among other things, on the sharing of taxes incurred before and after completion of the spin-off, certain indemnification rights for tax matters and certain restrictions to preserve the tax-free status of the spin-off. Further,

 



 

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we intend to enter into an SPG Affiliation Agreement related to our use of the SPG Program and the purchase of Starpoints for use in connection with our marketing and sales efforts and for use by our owners and potential owners for redemption within the SPG Program. In addition we intend to enter into a Non-Competition Agreement with Starwood under which we and Starwood each will agree not to compete with the other company’s business for the term of the agreement, subject to certain exceptions. We describe these arrangements in greater detail under “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Spin-Off,” and describe some of the risks of these arrangements under “Risk Factors—Risks Relating to the Spin-Off.”

 

We also intend to enter into ancillary agreements with Starwood, including one or more hotel management agreements with respect to the Transferred Properties, one or more HOA management agreements with Starwood for existing branded residential projects, one or more property-level agreements (such as, leases for marketing desks, subcontracting for certain management functions, etc.) with Starwood for existing mixed use projects and one or more other commercial services agreements with Starwood, any of which may affect the provision of services to or from the related parties.

Certain Restrictions   In general, under the Tax Matters Agreement to be entered into between Starwood and us, we will agree that, among other things, we may not take, or fail to take any action that would jeopardize the favorable tax treatment of the distribution. In addition, except in certain specified transactions, we may not, during a two-year period following the distribution, sell, issue or redeem our equity securities or sell or dispose of a substantial portion of our assets or liquidate, merge or consolidate with any other person unless we have obtained the approval of Starwood or provided Starwood with the IRS ruling or an opinion of tax counsel acceptable to Starwood in its sole and absolute discretion to the effect that such sale, issuance or redemption or other identified transaction will not affect the tax-free nature of the distribution. In addition, our License Agreement with Starwood will provide that we may not agree to effect a direct or indirect change in control without the consent of Starwood.
Dividend Policy   We do not currently intend to pay dividends. Our Board will establish our dividend policy based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. In addition, the terms of the agreements governing our new debt or debt that we may incur or preferred stock that we may issue in the future may limit or prohibit the payments of dividends. For more information, see “Dividend Policy.”
Transfer Agent   We intend that American Stock Transfer and Trust Company will be the transfer agent and registrar for the shares of our common stock.
Risk Factors   We face both general and specific risks and uncertainties relating to our business, our relationship with Starwood and our being an independent, publicly owned company. We also are subject to risks relating to the spin-off. You should carefully read “Risk Factors” beginning on page 23 of this information statement.

 



 

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following table presents summary historical and unaudited pro forma combined financial data for the periods indicated below. The historical combined income statement data for each of the three years ended December 31, 2014, 2013, and 2012, and the historical combined balance sheet data as of December 31, 2014 and 2013 are derived from our audited combined financial statements, which are included elsewhere in this information statement.

The selected historical combined income statement data for the six-month periods ending June 30, 2015 and 2014 and the selected historical combined balance sheet data as of June 30, 2015 are derived from our unaudited interim combined financial statements, which are included elsewhere in this information statement. We have prepared our unaudited interim combined financial statements on the same basis as our audited combined financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the unaudited periods. The historical combined financial data as of June 30, 2015 and for the six months ending June 30, 2015 and 2014 are not necessarily indicative of the results that may be obtained for a full year. The historical combined financial statements included in this information statement may not necessarily reflect our combined financial position, combined statements of comprehensive income and combined statements of cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

Our historical combined financial statements include allocations of certain expenses from Starwood, including, but not limited to, expenses for costs related to functions such as information technology support, systems maintenance, financial services, human resources and other shared services. These costs may not be representative, either positively or negatively, of the future costs we will incur as an independent, public company.

The unaudited pro forma combined financial data have been derived from the application of pro forma adjustments to our historical combined financial statements included elsewhere in this information statement. The unaudited pro forma combined income statement gives effect to the spin-off and related transactions and events described below as if they had occurred on January 1, 2014. The unaudited pro forma combined balance sheet gives effect to the spin-off and related transactions and events described below as if they had occurred on June 30, 2015. The unaudited pro forma combined financial statements are for illustrative and informational purposes only and are not intended to represent what our income or financial position would have been had the transactions contemplated by the spin-off and transactions discussed below occurred on the dates indicated. The unaudited pro forma combined financial statements have been prepared to give effect to the following:

 

    the transfer by Starwood to us, pursuant to the spin-off, of substantially all the assets and liabilities that comprise our business, including the Transferred Properties;

 

    the distribution of our common stock to Starwood’s stockholders (assuming a one to      distribution ratio);

 

    our entry into the Credit Facilities;

 

    our entry into the License Agreement, which will require us to pay a fixed annual fee of $30 million, plus 2% of the applicable sales price paid to us or our affiliates for sales of vacation ownership interests that are identified with us and the Licensed Marks (see “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation—License Agreement” for a further description of the License Agreement);

 

    certain impacts of the various hotel management agreements; and

 

    the impact of removing our residential segment (the entity that developed The St. Regis Bal Harbour Resort) as well as the two legal entities comprising our ownership interests in vacant land in Aruba that will be retained by Starwood, from our historical combined financial statements.

 



 

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The unaudited pro forma combined financial statements also should not be considered indicative of our future income or financial position as an independent, public company.

The following table includes originated sales, earnings before interest expense, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA (in each case, defined in the footnotes to the table below) which are financial measures we use in our business that are not calculated or presented in accordance with U.S. generally accepted accounting principles (“GAAP”), but are measures that we believe are useful to help investors understand our results. We discuss these measures further, including their limitations, in footnote (2) to the following table and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and we reconcile them to their most directly comparable financial measure presented in accordance with GAAP, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

In presenting the historical combined financial data in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates,” included elsewhere in this information statement, for a detailed discussion of the accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.

The following summary historical combined financial data should be read in conjunction with “Capitalization,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions” and our historical combined financial statements and related notes included elsewhere in this information statement.

 

                   Pro forma  
                   (unaudited)  
     Six months ended June 30,      Years ended December 31, (1)      Six months
ended June 30,
2015
     Year ended
December 31,
2014
 
     (unaudited)                             
(in millions)    2015      2014 (1)      2014      2013      2012        

Combined income statement data

                    

Total revenues

   $ 476       $ 473       $ 921       $ 1,152       $ 1,541       $ 476       $ 900   

Total costs and expenses

     400         405         795         925         1,284         420         828   

Net income

     47         41         75         139         156         35         42   

Balance sheet data (end of period)

                    

Total assets

   $ 1,533         NA       $ 1,562       $ 1,574         NA       $ 1,715         NA   

Securitized debt from VIEs

     207         NA         249         355         NA         207         NA   

Total liabilities

     423         NA         455         548         NA         649         NA   

Parent equity / stockholders’ equity

     1,110         NA         1,107         1,026         NA         1,066         NA   

Other financial data

                    

Originated sales (2a)

   $ 162       $ 163       $ 323       $ 326       $ 324       $ 162       $ 323   

EBITDA (2b)

     95         87         165         264         291         75         111   

Adjusted EBITDA (2c)

     95         83         154         148         132         75         112   

 

(1) Included in our results of operations is the development of the mixed used project, The St. Regis Bal Harbour Resort in Miami, FL (“SRBH”). The SRBH development included a 243 room luxury hotel, 306 private residences and an expansive complement of features and retail offerings. Construction of the 26-story complex began in late 2007 with the demolition of the legacy Sheraton Bal Harbour hotel and was completed in 2011, with opening in January 2012. The hotel portion of the project was transferred in 2012 to the Americas segment of Starwood as a wholly owned hotel. In addition to managing the development of SRBH, we also oversaw the marketing and sales efforts for the whole-ownership luxury residence portion of the project. The residential portion sold out by 2014 with a majority of the closings occurring in 2012 and 2013, as represented in the financial results of our residential segment. The sell out of the residential portion of SRBH generated approximately $1.1 billion in total revenues. As discussed in our Overview and Principles of Combination and Basis of Presentation sections in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Starwood will retain the legal entity remaining in our residential segment at the spin-off date, along with the rights to sell residential units using Starwood brand names.

 



 

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(2) Non-GAAP financial measures:

 

  a. Originated sales

Originated sales represent the total amount of vacation ownership products under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price, reduced by actual rescissions and cancellations as well as incentives and other administrative fee revenues during the period. Originated sales is a non-GAAP financial measure and should not be considered in isolation or as an alternative to sales of vacation ownership products, net, or any other comparable operating measure prescribed by GAAP. Originated sales differs from sales of vacation ownership products, net that we report in our combined statements of comprehensive income due to the GAAP requirements for revenue recognition and are primarily impacted by rescission, buyer’s commitment and percentage of completion (“POC”) deferrals, provisions for loan losses, as well as adjustments for incentives and other administrative fee revenues. We consider originated sales to be an important operating measure because it reflects the pace of sales in our business.

 

  b. EBITDA

EBIDTA, a financial measure which is not prescribed by GAAP, reflects earnings excluding the impact of interest expense (other than consumer financing interest expense), income tax expense, depreciation and amortization. For purposes of our EBITDA calculation, we do not adjust for consumer financing interest expense because the associated debt is secured by vacation ownership notes receivable that have been sold to bankruptcy remote special purpose entities and is generally non-recourse to us. Further, we consider consumer financing interest expense to be an operating expense of our business. We consider EBITDA to be an indicator of operating performance. We also use EBITDA, as do analysts, lenders, investors and others, because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

 

  c. Adjusted EBITDA

We evaluate Adjusted EBITDA, another non-GAAP financial measure, as an indicator of performance. Adjusted EBITDA excludes the impact of our restructuring charges/(credits), losses/(gains) on asset dispositions, impairments, the deferral adjustment associated with POC accounting guidelines reflecting its impact on our GAAP revenues and expenses and the operations of our residential business. We evaluate Adjusted EBITDA, which adjusts for these items to allow for period-over-period comparisons of our ongoing core operations, as it is a useful measure of our ability to service debt, fund capital expenditures and expand our business. The primary driver of the change from EBITDA to Adjusted EBITDA was the impact of SRBH activity prior to its sell out.

 



 

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QUESTIONS AND ANSWERS ABOUT THE COMPANY AND THE SPIN-OFF

The following provides only a summary of the terms of the spin-off. For a more detailed description of the matters described below, see “The Spin-Off.”

Q: What is the spin-off?

A: The spin-off is the method by which Vistana will separate from Starwood. To complete the spin-off, Starwood will distribute to its stockholders all of the shares of Vistana common stock. We refer to this as the distribution. Following the spin-off, Vistana will be a separate company from Starwood, and Starwood will not retain any ownership interest in Vistana. The number of shares of Starwood common stock you own will not change as a result of the spin-off.

Q: What is Vistana?

A: Vistana is a wholly owned subsidiary of Starwood whose shares will be distributed to Starwood stockholders if we complete the spin-off. After we complete the spin-off, Vistana will be a public company. Pursuant to the License Agreement with Starwood, we will be the exclusive worldwide developer, marketer, seller and manager of high-end vacation ownership properties for the upper-upscale Westin and Sheraton brands. Our network consists of 19 vacation ownership resorts and three fractional residence properties located in key vacation markets in appealing destinations within the United States, Mexico and the Caribbean. Our resorts and our affiliation with the SPG Program provide our owners with world-class vacation experiences and access to approximately 1,200 Starwood hotels and resorts around the world. We generate most of our revenue from selling VOIs, financing our customers’ VOI purchases, managing our resorts and vacation network and providing on-site rental and ancillary hospitality services.

Q: What will I receive in the spin-off?

A: As a holder of Starwood stock, you will retain your Starwood shares and will receive one share of Vistana common stock for every                      shares of Starwood common stock you own as of the record date. Your proportionate interest in Starwood will not change as a result of the spin-off. For a more detailed description, see “The Spin-Off.”

Q: When is the record date for the distribution?

A: The record date will be the close of business of the national securities exchange on which our common stock has been accepted for listing on             , 2015.

Q: When will the distribution occur?

A: The distribution date of the spin-off is             , 2015. Vistana expects that it will take the distribution agent, acting on behalf of Starwood, up to          days after the distribution date to fully distribute the shares of Vistana common stock to Starwood stockholders. The ability to trade Vistana shares will not be affected during this time.

Q: What are the reasons for and benefits of separating Vistana from Starwood?

A: Starwood believes the spin-off will provide a number of 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. For a more detailed discussion of the reasons for the spin-off, see “The Spin-Off—Reasons for the Spin-Off.”

Q: What is being distributed in the spin-off?

A: Approximately          shares of Vistana common stock will be distributed in the spin-off, based on the number of shares of Starwood common stock expected to be outstanding as of the record date. The actual number of shares of Vistana common stock to be distributed will be calculated on             , 2015, the record date. The shares of

 



 

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Vistana common stock to be distributed by Starwood will constitute all of the issued and outstanding shares of Vistana common stock immediately prior to the distribution. For more information on the shares being distributed in the spin-off, see “Description of Capital Stock.”

Q: What do I have to do to participate in the spin-off?

A: You do not need to take any action, although we urge you to read this entire document carefully. No stockholder approval of the distribution is required or sought. You are not being asked for a proxy. No action is required on your part to receive your shares of Vistana common stock. You will not be required to pay anything for the new shares or to surrender any shares of Starwood common stock to participate in the spin-off.

Q: How will fractional shares be treated in the spin-off?

A: Fractional shares of Vistana common stock will not be distributed. Fractional shares of Vistana common stock to which Starwood stockholders of record would otherwise be entitled will be aggregated and sold on the public market by the distribution agent at prevailing market prices. The distribution agent, in its sole discretion, will determine when, how and through which broker-dealers, provided that such broker-dealers are not affiliates of Starwood or Vistana, and at what prices to sell these shares. The aggregate net cash proceeds of the sales will be distributed ratably to those stockholders who would otherwise have received fractional shares of Vistana common stock. See “The Spin-Off—Treatment of Fractional Shares” for a more detailed explanation. Receipt by a stockholder of proceeds from these sales in lieu of a fractional share generally will result in a taxable gain or loss to such stockholder for U.S. federal income tax purposes. Each stockholder entitled to receive cash proceeds from the sale of fractional shares should consult his, her or its own tax advisor as to the tax consequences of the receipt of such cash proceeds based on such stockholder’s particular circumstances. We describe the material U.S. federal income tax consequences of the distribution in more detail under “The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off.”

Q: How will the spin-off affect share-based awards held by Starwood and our employees?

A: For each outstanding Starwood stock option held by a Starwood employee, the number of shares subject to the stock option, as well as the exercise price for the stock option, will generally be adjusted so that the stock option retains, immediately after the spin-off, the intrinsic value that it had immediately prior to the spin-off. For each outstanding Starwood restricted stock or restricted stock unit award held by a Starwood employee, the number of shares subject to the award will generally be adjusted so that the award retains, immediately after the spin-off, the intrinsic value that it had immediately prior to the spin-off. For each outstanding Starwood restricted stock or restricted stock unit award held by a Vistana employee, the award will generally be adjusted into an award of restricted Vistana common stock or Vistana restricted stock units retaining, immediately after the spin-off, the intrinsic value that it had immediately prior to the spin-off. For each outstanding Starwood performance share award held by a Starwood employee, the number of shares that may be earned for threshold, target and maximum performance under the award will generally be adjusted so that the award retains, immediately after the spin-off, the intrinsic value that it had immediately prior to the spin-off, and the spin-off will be treated as a one-time cash dividend to add back into the calculation of Starwood’s relative total stockholder return performance under such award the amount by which the price of Starwood’s common stock decreases specifically due to the spin-off. For each outstanding Starwood performance share award held by a Vistana employee, the awards will generally be adjusted into a restricted Vistana common stock award based on the greater of the target level of achievement for the award or actual Starwood relative total stockholder return performance through the date of the spin-off. For further information regarding the treatment of outstanding Starwood share-based awards in the spin-off, see “The Spin-Off—Treatment of Share-Based Awards.”

Q: Will the spin-off be taxable to Starwood stockholders?

A: We expect the distribution to be treated, for U.S. federal income tax purposes, as a distribution described in Section 355(a) and Section 368(a)(1)(D) of the Code. If so treated, no gain or loss will be recognized by, and no amount will be included in the income of, a U.S. Holder as a result of the distribution, other than with respect to any cash paid in lieu of fractional shares. We describe the material tax consequences of the spin-off to stockholders in more detail under “The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off.”

 



 

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Q: Will the Vistana common stock be listed on a stock exchange?

A: Yes. Although there is no current public market for Vistana common stock, before completion of the spin-off, Vistana intends to list its common stock on the NYSE under the symbol “VSE.” We anticipate that trading of Vistana common stock will commence on a “when-issued” basis beginning on or shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. On the distribution date, any when-issued trading of Vistana common stock will end and “regular-way” trading will begin. “Regular-way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full trading day following the date of the transaction. See “Trading Market” for more information.

Q: Will my shares of Starwood common stock continue to trade?

A: Yes. Starwood common stock will continue to be listed and trade on the NYSE under the symbol “HOT.”

Q: If I sell, on or before the distribution date, shares of Starwood common stock that I held on the record date, am I still entitled to receive shares of Vistana common stock distributable with respect to the shares of Starwood common stock I sold?

A: Beginning on or shortly before the record date and continuing through the distribution date for the spin-off, Starwood’s common stock will begin to trade on two markets on the NYSE: a “regular-way” market and an “ex-distribution” market. If you are a holder of record of shares of Starwood common stock as of the record date for the distribution and choose to sell those shares in the regular-way market after the record date for the distribution and on or before the distribution date, you also will be selling the right to receive shares of Vistana common stock in connection with the spin-off. However, if you are a holder of record of shares of Starwood common stock as of the record date for the distribution and choose to sell those shares in the ex-distribution market after the record date for the distribution and on or before the distribution date, you will not be selling the right to receive shares of Vistana common stock in connection with the spin-off and you will still receive shares of Vistana common stock.

Q: Will the spin-off affect the trading price of my Starwood stock?

A: Yes, we expect the trading price of shares of Starwood common stock immediately following the distribution will be lower than immediately prior to the distribution because it will no longer reflect the value of the vacation ownership business. As noted above, you will receive one share of Vistana common stock for every                  shares of Starwood common stock you currently own, which we believe will reflect the value of the Vistana business that is reflected in the trading price of shares of Starwood common stock prior to the spin-off, and your proportionate interest in Starwood will not change as a result of the spin-off. However, we cannot provide you with any assurance as to the price at which the Starwood shares will trade following the spin-off or that your economic position will remain unchanged.

Q: What are the financing plans for Vistana?

A: We intend to enter into two revolving credit facilities, which will include (1) the $100 million Revolving Corporate Credit Facility and (2) the $200 million Warehouse Credit Facility, in each case, concurrently or prior to the completion of the spin-off. We also plan to periodically securitize, through special purpose entities, vacation ownership notes receivable originated in connection with the sale of VOIs. See “Description of Material Indebtedness and Other Financing Arrangements” for more information.

Q: What will the relationship be between Starwood and Vistana after the spin-off?

A: Following the spin-off, we will be an independent, publicly owned company and Starwood will have no continuing stock ownership interest in us. In conjunction with the spin-off, we will have entered into a Separation and Distribution Agreement, License Agreement, SPG Affiliation Agreement, Tax Matters Agreement, Employee

 



 

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Matters Agreement, Non-Competition Agreement and Transition Services Agreement with Starwood, together with other ancillary commercial agreements, for the purpose of allocating between Vistana and Starwood various assets, including the Transferred Properties, liabilities and obligations. These agreements will also govern our relationship with Starwood following the spin-off and will include non-competition covenants and provide arrangements for trademark licensing and other intellectual property matters, employee matters, tax matters, insurance matters and allocation of liabilities and obligations attributable to periods before and, in some cases, after the spin-off. These agreements will also include arrangements for transitional services. The Separation and Distribution Agreement will provide that we will indemnify Starwood against certain liabilities arising out of our business, and that Starwood will indemnify us against certain liabilities arising out of Starwood’s non-vacation ownership business. We describe these agreements in more detail under “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation.”

Q: What rights will Vistana have with respect to use of the Westin, Sheraton, St. Regis and The Luxury Collection brands?

A: We will enter into the License Agreement with Starwood which will, among other things, provide us with the exclusive right to use the Westin and Sheraton brands, in the vacation ownership business for the term of the agreement, and the right to use the St. Regis and The Luxury Collection brands in connection with the existing St. Regis and The Luxury Collection fractional residence properties for the term of the agreement. The License Agreement also will provide that we must comply with certain physical and operating standards and policies. We will agree to pay royalties to Starwood under the License Agreement, including a fixed annual fee of $30 million, plus 2% of the applicable sales price paid to us or our affiliates for sales of vacation ownership interests that are affiliated with us and the Licensed Marks. The License Agreement will also require us to obtain Starwood’s consent to use the Westin and Sheraton brands in connection with resorts or other programs that we acquire or develop after the distribution date. We may also propose new vacation ownership projects to Starwood, including fractional projects, under one of Starwood’s brands other than Westin and Sheraton, subject to Starwood’s review and approval, in its sole discretion, and agreement on economics and other terms of a separate license agreement for any such project. Additionally, prior to conversion we will have the right to continue to operate the Transferred Properties as hotels under the Westin and Sheraton brands. After conversion, we expect the Transferred Properties to operate as vacation ownership resorts under the Westin and Sheraton brands pursuant to the License Agreement. For more information, see “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation.”

Q: What will Vistana’s dividend policy be after the spin-off?

A: We do not currently intend to pay dividends. Our Board will establish our dividend policy based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. In addition, the terms of the agreements governing our new debt or debt that we may incur or preferred stock we may issue in the future may limit or prohibit the payments of dividends. For more information, see “Dividend Policy.”

Q: What are the anti-takeover effects of the spin-off?

A: Some provisions of Delaware law, our Charter and our Bylaws, as each will be in effect immediately following the spin-off, and certain of our agreements with Starwood, may have the effect of making it more difficult to acquire control of Vistana in a transaction not approved by our Board. For example, our Charter and Bylaws will provide for a classified Board, require advance notice for stockholder proposals and nominations, place limitations on convening stockholder meetings and authorize our Board to issue one or more series of preferred stock. In addition, our License Agreement with Starwood will provide that we may not agree to effect a change in control without the consent of Starwood. Under the Tax Matters Agreement, we will agree not to enter into any transaction involving an acquisition or issuance of our common stock or any other transaction (or, to the extent we have the right to prohibit it, to permit any such transaction) that could reasonably be expected to cause the distribution of our common stock to be taxable to Starwood. We would be required to indemnify Starwood for any tax liability resulting from any such prohibited transaction, and we would be required to meet various requirements, including obtaining the approval of Starwood or obtaining an IRS ruling or opinion of tax counsel acceptable to Starwood, before engaging in such transactions. See “Description of Capital Stock” and “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana—Tax Matters Agreement” for more information.

 



 

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Q: What are the risks associated with the spin-off?

A: There are a number of risks associated with the spin-off and ownership of Vistana common stock. We discuss these risks under “Risk Factors” beginning on page 23.

Q: Where can I get more information?

A. If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent at:

Phone:

Before completion of the spin-off, if you have any questions relating to the spin-off, you should contact Starwood at:

Starwood Hotels & Resorts Worldwide, Inc.

Investor Relations

One StarPoint

Stamford, Connecticut 06902

Phone: (203) 351-3500

Email: ir@starwoodhotels.com

www.starwoodhotels.com/corporate/about/investor/index.html

After completion of the spin-off, if you have any questions relating to Vistana, you should contact Vistana at:

Vistana Signature Experiences, Inc.

Investor Relations

9002 San Marco Court

Orlando, FL 32819

Phone: 407- 903- 4448

Email:

www.         .com

 



 

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RISK FACTORS

You should carefully consider each of the following risks, which we believe are the principal risks that we face and of which we are currently aware, and all of the other information in this information statement. Some of the risks described below relate to our business, while others relate to the spin-off. Other risks relate principally to the ownership of our common stock.

Should any of the following risks develop into actual events, our business, financial condition or results of operations could be materially and adversely affected, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

We face the following risks in connection with the general conditions and trends of the industry in which we operate:

Our business will be materially harmed if we breach our License Agreement with Starwood or it is terminated.

In connection with the spin-off, we will enter into the License Agreement with Starwood granting us the exclusive right to use the Westin and Sheraton brands and certain intellectual property in our vacation ownership business and the right to use the St. Regis and The Luxury Collection brands and certain intellectual property in connection with the existing St. Regis and The Luxury Collection fractional residence properties for the term of the agreement. The License Agreement will have an initial term of 80 years. If we breach our obligations under the License Agreement, Starwood may be entitled to terminate the License Agreement or terminate our rights to use the Westin, Sheraton, St. Regis and The Luxury Collection brands and other Starwood intellectual property at properties that do not meet applicable standards and policies, or to exercise other remedies, any of which could have a material adverse impact on the results of our operations.

The termination of the License Agreement or exercise of other remedies would materially harm our business and results of operations and impair our ability to market and sell our products and maintain our competitive position. For example, we would not be able to rely on the strength of the Westin, Sheraton, St. Regis and The Luxury Collection brands to attract qualified prospects in the marketplace, which would cause our revenue and profits to decline and our marketing and sales expenses to increase. We would not be able to use www.westin.com, www.sheraton.com, www.stregis.com or www.theluxurycollection.com as channels through which to rent available inventory, which would cause our rental revenue to materially decline, and it is uncertain whether we would be able to replace the revenue associated with those channels.

Even if the License Agreement remains in effect, the termination of our rights to use the Licensed Marks (as defined below) at properties that fail to meet applicable standards and policies, or any deterioration of quality or reputation of these brands (even deterioration not leading to termination of our rights under the License Agreement), could also harm our reputation and impair our ability to market and sell our products at the subject properties, which could materially harm our business.

In addition, our SPG Affiliation Agreement relating to the SPG Program would also terminate upon termination of the License Agreement, and we would not be able to offer Starpoints to owners, guests and potential owners. This would adversely affect our ability to sell our products and rent to guests, offer the flexibility and options available to owners in connection with our products and sustain our collection performance on our vacation ownership notes receivable portfolio.

We rely on Starwood to consent to our use of its trademarks at new properties we acquire or develop in the future.

Under the terms of our License Agreement with Starwood, we must obtain Starwood’s consent to use its trademarks in connection with vacation ownership or other accommodations that we acquire or develop in the future. Starwood may reject a proposed project if, among other things, the project does not meet Starwood’s construction and design standards or Starwood reasonably believes the project will breach contractual or legal restrictions applicable to it, or will violate the rights of others. This requirement to obtain Starwood’s consent to our expansion plans, or the need to identify and secure alternative expansion opportunities because Starwood does not allow us to use its trademarks with proposed new projects, may delay implementation of our expansion plans, cause us to incur additional expense or reduce the financial viability of our projects. Further, if Starwood does not permit us to use its trademarks in connection with our development or acquisition plans, our ability to expand our Westin and Sheraton branded vacation ownership businesses would cease and our ability to remain competitive may be materially adversely affected.

 

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Our business depends on the quality and reputation of the Westin and Sheraton brands and affiliation with the SPG Program.

Currently, substantially all of our products and services are offered under Westin or Sheraton brand names and affiliation with Starwood’s SPG Program, and we intend to continue to develop and offer products and services under these brands and program in the future. The concentration of our products and services under these brands and program may expose us to risks of brand or program deterioration, or reputational decline, that are greater than if our portfolio were more diverse. Furthermore, as we are not the owner of these brands or the SPG Program, changes to the brands and program or our access to them, including our ability to buy Starpoints to offer to our owners and potential owners, could negatively impact our business. If these brands or program deteriorate or materially change in an adverse manner, or the reputation of these brands or program declines, our market share, reputation, business, financial condition or results of operations could be materially adversely affected.

Our dependence on development activities exposes us to project cost and completion risks.

We develop new vacation ownership properties and new phases of existing vacation ownership properties. Our ongoing involvement in the development of inventory presents a number of risks, including that: future weakness in the capital markets may limit our ability to raise capital for completion of projects or for development of future properties; construction costs, to the extent they escalate faster than the pace at which we can increase the price of VOIs, may adversely affect our margins; construction delays, zoning and other local, state or federal governmental approvals, cost overruns, lender financial defaults, or natural or man-made disasters, such as earthquakes, tsunamis, hurricanes, floods, fires, volcanic eruptions and oil spills, may increase overall project costs, affect timing of project completion or result in project cancellations; any liability or alleged liability or resultant delays associated with latent defects in design or construction of projects we have developed or that we construct in the future may adversely affect our business, financial condition and reputation; and we often rely on third-party contractors and their failure to perform for any reason exposes us to operational, reputational and financial harm.

If we fail to develop vacation ownership properties, expand existing properties or convert, in whole or in part, the Transferred Properties, we may experience a decline in VOI inventory available to be sold by us, which would likely result in a decrease in our revenues. For example, in 2014, one of the Transferred Properties, The Westin Resort & Spa, Los Cabos in Mexico, was severely damaged by Hurricane Odile and is not yet operational and The Westin Nanea Ocean Villas is in development. If either property fails to become operational, either on a timely basis or at all, then our anticipated VOI inventory would decline. A decline in VOI inventory could result not only in a loss of VOI sales revenues, but would likely result in a decrease of financing revenues that are generated from purchasers of VOIs and fee revenues that are generated by providing network, management, sales and marketing services.

We operate in a highly competitive industry.

The vacation ownership industry is highly competitive. The brands we use compete with the vacation ownership brands of major hotel chains in national and international venues, as well as more generally with other vacation options such as cruises and the vacation rental options (e.g., hotels, resorts and condominium rentals) generally offered by the lodging and travel industry.

Our vacation ownership business also competes with other vacation ownership developers for sales of VOIs based principally on location, quality of accommodations, price, service levels and amenities, financing terms, quality of service, terms of property use, reservation systems, opportunity for vacation ownership owners to exchange into time at other vacation ownership properties or other program benefits, including access to programs like the SPG Program as well as brand name recognition and reputation. A number of our competitors are significantly larger with potentially greater access to capital resources and broader sales, marketing and distribution capabilities than we have. We also compete with other vacation ownership management companies on the basis of quality, cost, types of services offered and relationship. While we will have the exclusive right to use the St. Regis and The Luxury Collection marks only in connection with the three existing fractional residence properties, we cannot guarantee that Starwood may not choose to operate new fractional residence properties under the St. Regis and The Luxury Collection marks (or other brands) or license these marks to third parties, subject to the License Agreement and the Non-Competition Agreement.

 

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We will also compete for property acquisitions with entities that have similar investment objectives as we do. This competition could limit the number of, or negatively impact the cost of, suitable investment opportunities available to us.

Our ability to remain competitive and to attract and retain owners depends on our success in distinguishing the quality and value of our products and services from those offered by others. If we cannot compete successfully in these areas or if our marketing and sales efforts are not successful and we are unable to convert customers to a sufficient number of sales, this could negatively impact our operating margins and our ability to recover the expense of our marketing programs and grow our business, diminish our market share and reduce our earnings.

The sale of vacation ownership interests in the secondary market by existing owners could cause our 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 we would sell the interests. As a result, these sales create additional pricing pressure on our sale of VOIs, which could cause our 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, our 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 we would sell them) could cause the volume of VOI inventory that we are able to repurchase to decline, which could adversely affect our sales revenues. Further, unlawful or deceptive third-party vacation ownership interest resale schemes involving vacation ownership interests in our resorts could damage our reputation and brand value or impact our ability to collect management fees, which may adversely impact our sales revenues and results of operations.

Our business is regulated under a wide variety of laws, regulations and policies, and failure to comply with these regulations could adversely affect our business.

Our business is subject to extensive regulation, and any failure to comply with applicable laws and regulations could have a material adverse effect on our business. Our real estate development activities, for example, are subject to laws and regulations typically applicable to real estate development, subdivision and construction activities, such as laws relating to 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, the sales of VOIs must be registered with governmental authorities in most jurisdictions in which we do business. The preparation of VOI registrations requires time and cost, and in many jurisdictions the exact date of registration approval cannot be accurately predicted. Various laws also govern our lending activities and our resort management activities, including the laws described in “Business—Regulation.”

A number of laws govern our marketing and sales activities, such as vacation ownership and land sales acts, fair housing statutes, anti-fraud laws, sweepstakes laws, real estate licensing laws, telemarketing laws, home solicitation sales laws, tour operator laws, seller of travel laws, securities laws, consumer privacy laws and consumer protection laws. In addition, laws in many jurisdictions in which we sell VOIs grant the purchaser of a VOI the right to cancel a purchase contract during a specified rescission period.

In recent years, “do not call” legislation has significantly increased the costs associated with telemarketing. We have implemented procedures that we believe will help reduce the possibility that we contact individuals on regulatory “do not call” lists, but we cannot assure that such procedures will be effective in ensuring regulatory compliance. Additionally, because our relationship with Starwood will be changing for purposes of “do not call” legislation in some jurisdictions, it may be more difficult for us to utilize customer information we obtain from Starwood in the future.

 

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Under the Americans with Disabilities Act of 1990 and the Accessibility Guidelines promulgated thereunder, which we refer to collectively as the ADA, all public accommodations must meet various federal requirements related to access and use by disabled persons. Compliance with ADA’s requirements could require removal of access barriers, and non-compliance could result in the U.S. government imposing fines or in private litigants winning damages. Our properties also are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. Furthermore, various laws govern our resort management activities, including laws and regulations regarding community association management, resort operations, public lodging, labor, employment, health care, health and safety accessibility, discrimination, immigration, gaming, liquor and environment (including climate change).

Our lending activities are also subject to a number of laws and regulations, including laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection and credit reporting practices, consumer collection practices, mortgage disclosure, lender licenses and money laundering.

Although we believe that we are in material compliance with all laws, regulations and policies to which we are currently subject, we cannot assure that the cost of such compliance will not be significant or that we will maintain such compliance at all times. We do not know whether existing requirements will change or whether compliance with future requirements would require significant unanticipated expenditures that would affect our cash flow and results of operations. Failure to comply with current or future applicable laws, regulations and policies could have a material adverse effect on our business. For example, if we do not comply with applicable laws, governmental authorities in the jurisdictions where the violations occurred may revoke or refuse to renew licenses or registrations we must have in order to operate our business. Failure to comply with applicable laws could also render sales contracts for our products void or voidable, subject us to fines or other sanctions and increase our exposure to litigation.

We may experience financial and operational risks in connection with acquisitions and strategic arrangements.

As part of the spin-off, we are acquiring from Starwood the entities that own the Transferred Properties, which are expected to be converted, in whole or in part, for future vacation ownership development. We may continue to selectively pursue other acquisitions; however, we may be unable to identify attractive acquisition candidates or complete transactions on favorable terms. In addition, we may be unable to successfully convert, in whole or in part, the Transferred Properties. If we do successfully convert the Transferred Properties, the anticipated benefits of the conversion of the Transferred Properties may not be realized, timely or at all. 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 filing, is not yet operational. Furthermore, 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 our business, financial condition and results of operations.

We may also decide to selectively enter into joint ventures and other strategic arrangements to provide new products and services complementary to those currently offered by our businesses. However, we 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 our business, financial condition and results of operations.

Our ability to engage in acquisitions and other strategic transactions is subject to limitations because we are agreeing to certain restrictions to comply with U.S. federal income tax requirements for a tax-free spin-off.

Starwood has requested an opinion from its tax counsel substantially to the effect that subject to certain assumptions and representations the distribution will qualify as a transaction that is tax-free under Section 355 and 368(a)(1)(D) of the Code. U.S. federal income tax law that applies to spin-offs generally creates a presumption that the distribution would be taxable to Starwood but not to Starwood stockholders if we engage in, or enter into an agreement to engage in, a transaction that would result in a 50% or greater change by vote or by value in our stock ownership during the four-year period beginning on the date that begins two years before the distribution date, unless it is established that the transaction is not pursuant to a plan or series or transactions related to the distribution. U.S. treasury regulations currently in effect (the “Treasury Regulations”) generally provide that whether an acquisition transaction and a distribution are part of a plan is determined based on all of the facts and circumstances, including specific factors listed in the Treasury Regulations. In addition, these Treasury Regulations provide several “safe harbors” for acquisition transactions that are not considered to be part of a plan that includes a distribution.

 

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There are other restrictions imposed on us under current U.S. federal income tax laws with which we will need to comply in order for the spin-off to qualify as a transaction that is tax-free under Sections 355 and 368(a)(1(D) of the Code. For example, we will generally be required to continue to own and manage our vacation ownership business, and there will be limitations on issuances, redemptions and sales of our stock for cash or other property following the distribution, except in connection with certain stock-for-stock acquisitions and other permitted transactions. If these restrictions are not followed, the distribution could be taxable to Starwood and Starwood stockholders.

We will enter into a Tax Matters Agreement with Starwood under which we will allocate, between Starwood and ourselves, responsibility for U.S. federal, state and local and non-U.S. income and other taxes relating to taxable periods before and after the distribution and provide for computing and apportioning tax liabilities and tax benefits between the parties. In the Tax Matters Agreement, we will agree that, among other things, we may not take, or fail to take, any action following the distribution if such action, or failure to act: (i) would be inconsistent with or prohibit the spin-off and certain restructuring transactions related to the spin-off from qualifying as a tax-free transaction under Sections 355 and 368(a)(1)(D) and related provisions of the Code to Starwood, its subsidiaries and the Starwood stockholders (except with respect to the receipt of cash in lieu of fractional shares of Vistana stock); or (ii) would be inconsistent with, or cause to be untrue, any representation, statement, information or covenant made in connection with the IRS Ruling, the Tax Opinion or the Tax Matters Agreement relating to the qualification of the spin-off as a tax-free transaction under Sections 355 and Section 368(a)(1)(D) and related provisions of the Code. In addition, we will agree that we may not, among other things, during the two-year period following the spin-off, except in certain specified transactions, (i) issue, sell or redeem our stock or other securities (or those of certain of our subsidiaries), (ii) liquidate, merge or consolidate with another person, (iii) sell or dispose of assets outside the ordinary course of business or materially change the manner of operating our business, or (iv) enter into any agreement, understanding or arrangement, or engage in any substantial negotiations with respect to any transaction or series of transactions which would cause us to undergo a 45% or greater change in our stock ownership by value or voting power. These restrictions could limit our strategic and operational flexibility, including our ability to finance our operations by issuing equity securities, make acquisitions using equity securities, repurchase our equity securities, raise money by selling assets or enter into business combination transactions. We will also agree to indemnify Starwood for certain tax liabilities resulting from any such transactions. Further, as it relates to Section 355(e) and/or other requirements for a tax-free distribution under the Code, our stockholders may consider these covenants and indemnity obligations unfavorable as they might discourage, delay or prevent a change of control. For additional detail, see “Certain Relationships and Related Party Transactions —Tax Matters Agreement.”

Disagreements with the owners of VOIs and HOAs and other third-parties may result in litigation or loss of management contracts.

The nature of our responsibilities in managing our vacation ownership properties may from time to time give rise to disagreements with the owners of VOIs and HOAs. We seek to resolve any disagreements in order to develop and maintain positive relations with current and potential owners and HOAs, but may not always do so. Failure to resolve material disagreements may result in litigation. Further, disagreements with HOAs could also result in the loss of management contracts, a significant loss of which could negatively impact our profits or limit our ability to operate our business, and our ongoing ability to generate sales from our existing owner base may be adversely affected.

In the normal course of our business, we are involved in various legal proceedings and in the future we could become the subject of claims by current or former owners, guests who use our properties, our employees or contractors, our investors or regulators. The outcome of these proceedings cannot be predicted. If any such litigation results in a significant adverse judgment, settlement or court order, we could suffer significant losses, our profits could be reduced, our reputation could be harmed and our future ability to operate our business could be constrained.

 

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We have a concentration of properties in particular geographic areas, which exposes our business to the effects of regional events and occurrences.

A significant number, approximately 75%, of our villas are concentrated in Florida, Hawaii, the Caribbean and Mexico and are, therefore, particularly susceptible to adverse economic developments in those areas. These economic developments include regional economic downturns, significant increases in the number of our competitors’ products in these markets and potentially higher labor, real estate, tax or other costs in the geographic markets in which we are concentrated. In addition, our properties are subject to the effects of adverse acts of natural or manmade disasters, including windstorms, tornadoes, hurricanes, typhoons, tsunamis, volcanic eruptions, floods, drought, fires, radiation releases and oil spills. Depending on the severity of these disasters, the damage could require closure of all or substantially all of our properties in one or more markets for a period of time while the necessary repairs and renovations, as applicable, are undertaken. 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 filing, is not yet operational. Additionally, we cannot guarantee that the amount of insurance maintained for these properties from time to time would entirely cover damages caused by any such event.

Fear of exposure to contagious diseases, such as Ebola, Measles, H1N1 Flu, Avian Flu and Severe Acute Respiratory Syndrome, or natural or manmade disasters, may also deter travelers from scheduling vacations or cause them to cancel vacation plans to the markets in which our properties are concentrated. Actual or threatened war, political conditions, civil unrest, violence and terrorist activity or threats of the same, as well as heightened travel security measures instituted in response thereto, could also interrupt or deter vacation plans to our key markets.

As a result of this geographic concentration of properties, we face a greater risk of a negative impact on our revenues in the event these areas are more severely impacted by adverse economic and competitive conditions, extreme weather or manmade disasters.

Our insurance policies may not cover all potential losses.

We maintain insurance coverage for liability, property, business interruption and other risks with respect to business operations. While we expect to have comprehensive property and liability insurance policies with coverage features and insured limits that we believe are customary, market forces beyond our control may limit the scope of the insurance coverage we can obtain or our ability to obtain coverage at reasonable rates. The cost of our insurance may increase and our coverage levels may decrease, which may impact our ability to maintain customary insurance coverage and deductibles at acceptable costs. There is a limit as well as various sub-limits on the amount of insurance proceeds we will receive in excess of applicable deductibles. If an insurable event occurs that affects more than one of our properties, the claims from each affected property may be considered together per policy provisions to determine whether the per occurrence limit, annual aggregate limit or sub-limits, depending on the type of claim, have been reached. If the limits or sub-limits are exceeded, each affected property may only receive a proportional share of the amount of insurance proceeds provided for under the policy. Further, certain types of losses, generally of a catastrophic nature, such as earthquakes, hurricanes and floods, terrorist acts, such as biological or chemical terrorism, political risks, some environmental hazards and/or natural or manmade disasters, may be outside the general coverage limits of our policy, subject to large deductibles, deemed uninsurable or too cost-prohibitive to justify insuring against. In addition, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of the affected resort or in some cases may not provide a recovery for any part of a loss. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future marketing, sales or revenue opportunities from the property. Further, we could remain obligated under guarantees or other financial obligations related to the property despite the loss of product inventory, and our owners could be required to contribute towards deductibles to help cover losses.

Failure of HOA boards to levy sufficient fees, or the failure of owners to pay those fees, could lead to inadequate funds to maintain or improve our vacation ownership properties.

Owners of our VOIs must pay maintenance fees levied by HOA boards, which include reserve amounts for capital replacements and refurbishments. These maintenance fees are used to maintain and refurbish the vacation ownership properties and to keep the properties in compliance with applicable Westin, Sheraton, St. Regis and The Luxury Collection standards and policies. If HOA boards do not levy sufficient maintenance fees, including capital reserves required by applicable law, or if owners of VOIs do not pay their maintenance fees, the vacation ownership properties could fall into disrepair and fail to comply with applicable standards and policies and/or state regulators could impose requirements, obligations and penalties. If a resort fails to comply with applicable standards and policies, Starwood could terminate our rights under the License Agreement to use its trademarks at the non-compliant resort, which could result in the loss of management fees, and could decrease customer satisfaction and impair our ability to market and sell our products at the non-compliant locations. In addition, if our maintenance fees increase substantially year over year or are not competitive with other vacation ownership interest providers, we may not be able to attract new owners or retain existing owners.

 

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Purchaser defaults on the vacation ownership notes receivable our business generates could reduce our revenues, cash flows and profits.

We are subject to the risk that purchasers of our VOIs may default on the financing that we provide and they elect to utilize. Purchaser defaults could cause us to recover vacation ownership notes receivable and reclaim ownership of the financed VOIs, both for loans that we have not securitized and in our role as servicer for the loans we have securitized. If we cannot resell recovered VOIs in a timely manner or at a price sufficient to repay the loans and our costs, we could incur higher carrying costs. In addition, the indentures governing the securitization of some of our vacation ownership notes receivable contain certain portfolio performance requirements related to default and delinquency rates, which, if not met, would result in disruption or loss of cash flow until portfolio performance sufficiently improves to satisfy the requirements. Purchaser defaults could impact our ability to secure financing on terms that are acceptable to us, or at all.

Our operations in Mexico and the Bahamas make us susceptible to the risks of doing business internationally.

Our operations in Mexico, which include The Westin Lagunamar Ocean Resort Villas & Spa and three of the Transferred Properties (The Westin Resort & Spa, Cancun, The Westin Resort & Spa, Puerto Vallarta and The Westin Resort & Spa, Los Cabos) represented 12% of our revenues in 2014. In addition, we are joint venture partners with respect to our Harborside Resort at Atlantis in the Bahamas. International properties and operations expose companies like ours to a number of additional challenges and risks, including the following, any of which could reduce our revenues or profits, increase our costs, or disrupt our business: complex and changing laws, regulations and policies of governments that may impact our operations, including foreign ownership restrictions, import and export controls, labor laws and regulation and trade restrictions; U.S. laws that affect the activities of U.S. companies in foreign jurisdictions; limitations on our ability to repatriate non-U.S. earnings in a tax-effective manner; difficulties involved in managing an organization doing business in different countries; uncertainties as to the enforceability of contract and intellectual property rights under local laws; rapid changes in government policy, political or civil unrest, violence, acts of terrorism or the threat of any of the foregoing; and currency exchange rate fluctuations. Moreover, our experience operating internationally is limited to Mexico and the Bahamas, which may result in greater inefficiencies in navigating the risks of operating internationally should we expand our international operations beyond these countries, and could result in greater impacts on our business than would be experienced by a company with greater international experience.

A failure to keep pace with developments in technology could impair our operations, competitive position or reputation.

Our business model and competitive conditions in the vacation ownership industry continue to demand the use of sophisticated technology and systems, including those used for our marketing, sales, reservation, inventory management and property management systems, and technologies we make available to our owners and more generally to support our business. We must refine, update and/or replace these technologies and systems with more advanced systems on a regular basis. If we cannot do so as quickly as our competitors or within budgeted costs and time frames, our business could suffer. We also may not achieve the benefits that we anticipate from any new technology or system, and a failure to do so could result in higher than anticipated costs or could harm our operating results.

In addition, the proliferation and global reach of social media continues to expand rapidly and could cause us to suffer reputational harm. The continuing evolution of social media presents new challenges and requires us to keep pace with new developments, technology and trends. Negative posts or comments about us, our properties or the brands we use on any social networking or user-generated review website, including travel and/or vacation property websites, could impact consumer opinions of us and our products, and we cannot guarantee that we will timely or adequately redress such instances.

 

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Failure to maintain the integrity of internal or customer data could result in faulty business decisions or operational inefficiencies, damage our reputation and/or subject us to costs, fines or lawsuits.

We collect and retain large volumes of internal and customer data, including credit card numbers and other personally identifiable information of our customers in various information systems and those of our service providers. We also maintain personally identifiable information of our employees. The integrity and protection of that customer, employee and company data is critical to us. We could make faulty decisions if that data is inaccurate or incomplete. Our customers and employees also have a high expectation that we and our service providers will adequately protect their personal information. The regulatory environment surrounding information, security and privacy is also increasingly demanding, in both the United States and other jurisdictions in which we operate.

Our systems may be unable to satisfy changing regulatory requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. We depend upon the secure transmission of information over public networks. Our information systems and records, including those we maintain with our service providers, may be subject to security breaches, unauthorized access by hackers, cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, system failures, viruses, operator error or malfeasance or inadvertent releases of data. For instance, security breaches could result in the dissemination of customer credit card information, which could lead to affected customers experiencing fraudulent charges. In some cases it may be difficult to anticipate or immediately detect such incidents and the damage caused thereby. A significant theft, loss, or fraudulent use of customer, employee or company data maintained by us or by a service provider could adversely impact our reputation and could result in remedial and other expenses, fines or litigation.

A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems, potentially resulting in operational inefficiencies and a loss of profits.

Changes in privacy law could adversely affect our ability to market our products effectively.

We rely on a variety of direct marketing techniques, including telemarketing, email and social media marketing and postal mailings. Adoption of new state or federal laws regulating marketing and solicitation, or international data protection laws that govern these activities, or changes to existing laws, such as the Telemarketing Sales Rule and the Can-Spam Act of 2003, could adversely affect the continuing effectiveness of telemarketing, email, social media and postal mailing techniques and could force us to make further changes in our marketing strategy. If this occurs, we may not be able to develop adequate alternative marketing strategies, which could impact the amount and timing of our sales of VOIs and other products. We also obtain access to potential owners from travel service providers or other companies with whom we have substantial relationships, including Starwood, and market to some individuals on these lists directly or by including our marketing message in the other companies’ marketing materials. If access to these lists was prohibited or otherwise restricted, including access to SPG Program member information, our ability to access new potential owners and introduce our products to them could be significantly impaired. Additionally, because our relationship with Starwood will be changing for purposes of “do not call” legislation in some jurisdictions, it may be more difficult for us to utilize customer information we obtain from Starwood in the future.

The growth of our business and the execution of our business strategies depend on the services of our senior management and our associates.

We believe that our future growth depends, in part, on the continued services of our senior management team and our ability to attract and retain key officers and other highly qualified personnel. Competition for such personnel is intense. There can be no assurance that we will be successful in retaining and attracting senior management and other highly qualified personnel. The loss of any members of our management team could adversely affect our strategic and customer relationships and impede our ability to execute our business strategies.

In addition, insufficient numbers of talented associates at our properties could constrain our ability to maintain our current levels of business, or expand our business. We compete with other companies both within and outside of our industry for talented personnel across a diverse array of operating disciplines. If we cannot recruit, train, develop or retain sufficient numbers of talented associates, we could experience increased associate turnover, decreased guest satisfaction, low morale, inefficiency or internal control failures, which could materially reduce our profits.

 

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Third-party reservation channels may negatively impact our bookings for room rental revenues.

Some stays at our vacation ownership properties are booked through third-party internet travel intermediaries, such as Expedia.com, Orbitz.com and Booking.com, as well as lesser-known and/or newly emerging online travel service providers. As the percentage of internet bookings increases, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. Moreover, some of these internet travel intermediaries are attempting to commoditize lodging by increasing the importance of price and general indicators of quality (such as “three-star property”) at the expense of brand identification. Additionally, consumers can book stays at our properties through other distribution channels, including travel agents, travel membership associations, and meeting procurement firms. Over time, consumers may develop loyalties to these third-party reservations systems rather than to our booking channels. Although we expect to derive most of our business from traditional channels and our websites (and those of our licensed brands), our business and profitability could be adversely affected if customer loyalties change significantly, diverting bookings away from our distribution channels.

Our real estate investments subject us to numerous risks.

We are subject to the risks that generally relate to investments in, and development of, real property. A variety of factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, entitlement, permitting, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate the Transferred Properties or vacation ownership properties. Our License Agreement, or other agreements, with Starwood may require us to incur unexpected costs required to cause the Transferred Properties to comply with applicable standards and policies. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decrease, and in recent years our financial results have benefited from low interest rates. Similarly, as financing becomes less available, it becomes more difficult both to acquire and develop real property. Many costs of real estate investments, such as real estate taxes, insurance premiums, maintenance costs and certain operating costs, are generally more fixed than variable and as a result are not reduced even when a property is not fully sold or occupied. Finally, under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. If any of these risks were realized, they could have a material adverse impact on our results of operations or financial condition.

We may be subject to environmental liabilities.

Our properties and construction and development operations are subject to a number of requirements and potential liabilities under various foreign and U.S. federal, state and local environmental laws, ordinances and regulations (“Environmental Laws”). Under such laws, we could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic materials or wastes may be liable for the costs of extraction, removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We may use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we may incur costs related to cleaning up contamination resulting from historic uses at certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to asbestos-containing materials and require abatement or removal of certain asbestos-containing materials (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our properties) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate polychlorinated biphenyls, which may be present in electrical equipment. We may have underground storage tanks and equipment containing chlorofluorocarbons; the operation and subsequent removal or upgrading of certain underground storage tanks and the use of equipment containing chlorofluorocarbons also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to polychlorinated biphenyls, underground storage tanks or chlorofluorocarbons.

 

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U.S. Congress, some U.S. states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions. New or revised laws, taxes and regulations, or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties and/or result in significant additional expense and operating restrictions on us. The cost impact of such legislation, regulation, tax or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.

If we incur unanticipated acquisition liabilities, our financial condition and results of operations may be negatively affected.

As part of the spin-off, Starwood will transfer various entities to us including those that hold the Transferred Properties which are expected to be converted, in whole or in part, for future vacation ownership development. Since we are acquiring the entities, we may be assuming unknown liabilities, including liabilities relating to the violation of environmental laws, labor and employment matters, tax and other financial matters. In the future, we may acquire additional properties as an element of the implementation of our business strategy. These additional acquisitions may also be structured in such a way that we will be assuming unknown or undisclosed liabilities or obligations. Such unknown obligations and liabilities could harm our business, financial condition and results of operations. Additionally, in any future acquisition agreement, the negotiated representations, warranties and agreements of the selling parties may not entirely protect us, and liabilities resulting from any breaches could exceed negotiated indemnity limitations. These factors could impair our growth and ability to compete, divert resources from other potentially more profitable areas, or otherwise cause a material adverse effect on our business, financial position and results of operations.

The terms of any future equity or debt financing may give holders thereof rights that are senior to the rights of our common stockholders or impose more stringent operating restrictions on our Company.

Equity or debt financing may not be available to us on acceptable terms. If we incur additional debt or raise equity through the issuance of preferred stock, the terms of the debt or the preferred stock issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of the debt or preferred equity may also impose additional and more stringent restrictions on our operations than we will have immediately following the spin-off. If we raise funds through the issuance of additional equity, outstanding ownership in us would be diluted.

We depend on capital to develop, acquire and repurchase vacation ownership inventory and finance VOI sales and we may be unable to access capital when necessary.

The availability of funds for new investments, primarily developing, acquiring or repurchasing vacation ownership inventory, depends in part on liquidity factors and capital markets over which we can exert little, if any, control. Instability in the financial markets and any resulting contraction of available liquidity and leverage could constrain the capital markets for real estate investments. In addition, we intend to access the securitization markets to securitize our vacation ownership notes receivable. Any future deterioration in the financial markets could preclude, delay or increase the cost to us of future securitizations. Such deterioration could also impact our ability to enter into the Credit Facilities contemplated in connection with the spin transaction on terms favorable to us, or at all. We also require the issuance of surety bonds in connection with our real estate development and VOI sales activity. The availability, terms and conditions and pricing of our bonding capacity is dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. If bonding capacity is unavailable, or alternatively, if the terms and conditions and pricing of such bonding capacity are unacceptable to us, our vacation ownership business could be negatively impacted. Instability in the financial markets could also impact the timing

 

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and volume of any securitizations we undertake, as well as the financial terms of such securitizations. Any indebtedness we incur, including indebtedness under these facilities, may adversely affect our ability to obtain any additional financing necessary to develop or acquire additional vacation ownership inventory or make other investments in our business, or to repurchase vacation ownership interests on the secondary market. Furthermore, volatility in the financial markets, due to tightening of underwriting standards by lenders and credit rating agencies, among other things, could result in less availability of credit and increased costs for what is available, and we may find it difficult, costly or impossible to obtain financing on attractive terms. If the overall cost of borrowing increases, either by increases in the index rates or by increases in lender spreads, the increased costs would likely reduce future cash flow available for distribution, impacting our growth and development plans.

If the default rates or other credit metrics underlying our vacation ownership notes receivable deteriorate, our vacation ownership notes receivable securitization program could be adversely affected.

Our vacation ownership notes receivable securitization program could be adversely affected if a particular vacation ownership notes receivable pool fails to meet certain ratios, which could occur if the default rates or other credit metrics of the underlying vacation ownership notes receivable deteriorate. In addition, if we offer loans to our customers with terms longer than those generally offered in the industry, our ability to securitize those loans may be adversely impacted. Our ability to sell securities backed by our vacation ownership notes receivable depends on the continued ability and willingness of capital market participants to invest in such securities. Asset-backed securities issued in our securitization programs could be downgraded by credit agencies in the future. If a downgrade occurs, our ability to complete other securitization transactions on acceptable terms or at all could be jeopardized, and we could be forced to rely on other potentially more expensive and less attractive funding sources, to the extent available. Similarly, if other operators of vacation ownership products were to experience significant financial difficulties, or if the vacation ownership industry as a whole were to contract, we could experience difficulty in securing funding on acceptable terms. The occurrence of any of the foregoing would decrease our profitability and might require us to adjust our business operations, including by reducing or suspending our provision of financing to purchasers of VOIs. Sales of VOIs may materially decline if we reduce or suspend the provision of financing to purchasers, which would adversely and materially affect our cash flows, revenues and profits.

Changes to accounting rules or regulations may adversely affect our reported financial condition and results of operations.

New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. A change in accounting rules or regulations may even affect our reporting of transactions completed before the change is effective, and future changes to accounting rules or regulations or the questioning of current accounting practices may adversely affect our reported financial condition and results of operations and may adversely affect our access to capital on terms acceptable to us, or at all.

Changes to estimates or projections used to assess the fair value of our assets or operating results that are lower than our current estimates at certain locations may cause us to incur impairment charges that could adversely affect our results of operations.

Our total assets include goodwill, inventory, property and equipment, including vacation ownership properties. We evaluate our goodwill for impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value is below the carrying value. We evaluate our long-lived assets for impairment when circumstances indicate that the carrying amount may not be recoverable. Our evaluation of impairment requires us to make certain estimates and assumptions including projections of future results. After performing our evaluation for impairment, including an analysis to determine the recoverability of long-lived assets, we will record an impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its fair value. If the estimates or assumptions used in our evaluation of impairment change, we may be required to record additional impairment losses on certain of these assets. If these impairment losses are significant, our results of operations would be adversely affected.

 

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Changes in U.S. federal, state and local or foreign tax law, interpretations of existing tax law, or adverse determinations by tax authorities, could increase our tax burden or otherwise adversely affect our financial condition or results of operations.

We are subject to taxation at the federal, state or provincial and local levels in the United States and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher taxes than would be incurred under existing tax law or could accelerate the payment of taxes, requiring us to pay taxes prior to a corresponding receipt of cash, and could adversely affect our financial condition or results of operations. Changes in the non-income tax rates to which we are subject could also have an adverse impact on the maintenance fees charged to our owners, which could result in materially lower sales and higher operating costs.

We record tax expense based in part on our estimates of expected future tax rates, reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets, including net operating loss carryforwards. We can be subject to periodic tax audits and disputes relating to federal, state, local and foreign tax matters. An unfavorable outcome from any tax audit could result in higher tax costs, penalties and interest, or the payment of taxes prior to a corresponding receipt of cash, thereby adversely impacting our financial condition or results of operations.

The expiration, termination or renegotiation of our management contracts could adversely affect our cash flows, revenues and profits.

We enter into a management agreement with the HOA at each of our resorts. The management fee is typically based on either a percentage of total cost to operate such resorts or a fixed fee arrangement. We also receive revenues that represent reimbursement for certain costs we incur under our management agreements, principally payroll-related costs, at the locations where we employ the associates providing on-site services. The terms of our management agreements typically range from three- to ten- years and are generally subject to periodic renewal. Many of these agreements renew automatically unless either party provides notice of termination before the expiration of the term. Any of these management contracts may expire at the end of its then-current term (following notice by a party of non-renewal) or be terminated, or the contract terms may be renegotiated in a manner adverse to us. If a management agreement is terminated or not renewed on favorable terms, our cash flows, revenues and profits could be adversely affected.

We could be adversely affected by violations of anti-corruption, anti-money laundering and sanction laws.

Our business operations in countries outside the United States are subject to anti-corruption laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act (“FCPA”). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or any other person for the purpose of obtaining or retaining business. We operate in parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-corruption laws may conflict with local customs and practices. We train our employees concerning anti-corruption laws and issues. We also have policies, procedures and controls in place to monitor internal and external compliance. We cannot provide assurance that our internal controls and procedures will always protect us from reckless or criminal acts committed by our employees or third-parties with whom we work. If we are found to be liable for violations of the FCPA or similar anti-corruption laws in international jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows.

We may be also subject to anti-money laundering laws and related compliance obligations in the United States and other jurisdictions in which we do business. In the United States, the USA PATRIOT Act and the Bank Secrecy Act require anti-money laundering (“AML”) compliance which may now or in the future cover certain of our business activities. If we are not in compliance with U.S. or other AML laws, we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse effect on our business, results of operations, financial condition and cash flows. Any investigation of any potential violations of AML laws by U.S. or foreign authorities could harm our reputation and could have a material adverse effect on our business, prospects, results of operations and financial condition.

 

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Furthermore, from time to time, the United States imposes 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. Any restrictions on our ability to conduct our business operations could negatively impact our financial results. If we are found to be liable for violations of U.S. sanctions laws, either due to our own acts or out of inadvertence, we could suffer monetary penalties and reputational harm which could have a material and adverse effect on our results of operations and financial condition.

We may not have rights to our new name in all markets.

As a new, independent company, we are launching our own company name, Vistana Signature Experiences. Although we believe we have taken commercially reasonable efforts to secure trademark and other intellectual property rights to our name in the markets in which we anticipate conducting business, we may conduct business in jurisdictions in which we have pending trademark applications. We also may conduct business in countries with no or limited trademark laws. We cannot assure that our trademark or other intellectual property rights to our corporate name will be secured in all jurisdictions where we may conduct business or that use of our name will not be objected to by third-parties or become the subject of litigation.

Adverse changes in the U.S. and global economy generally could impact our financial results and growth.

Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Potential disruptions in the U.S. economy and weak economic conditions in global economies could have a negative impact on the vacation ownership industry by decreasing the revenues and profitability of our properties and reducing overall demand for our VOIs. If conditions which negatively shape consumer confidence generally, or which specifically adversely affect public perception of travel, vacation and travel patterns or the cost or availability of travel, including the cost of transportation and fuel and foreign exchange fluctuations, our vacation ownership products and services could be materially impacted. Further, changes in the desirability of the locations where we develop and manage resorts as vacation destinations may adversely affect our cash flows, revenue and profits.

Risks Relating to the Spin-Off

We face the following risks in connection with the spin-off:

The distribution may not be completed on the terms or timeline currently contemplated, if at all.

We are actively engaged in planning for the distribution. We expect to incur expenses in connection with the distribution and any delays in the anticipated completion of the distribution may increase these expenses. Unanticipated developments could delay or negatively impact the distribution, including those related to the filing and effectiveness of appropriate filings with the SEC, the listing of our common stock on a trading market, obtaining the Tax Opinion regarding the tax-free nature of the distribution to Starwood and to Starwood’s stockholders and receiving regulatory approvals. In addition, Starwood’s board of directors may, in its absolute and sole discretion, decide at any time prior to the distribution not to proceed with the distribution. Therefore, we cannot assure that the distribution will be completed. Until the consummation of the distribution, Starwood’s board of directors will have the sole and absolute discretion to determine and change the terms of the distribution, including the establishment of the record date and distribution date.

We may not be able to secure debt financing on attractive terms.

After the spin-off, we expect to obtain any funds needed in excess of the amounts generated by our operating activities through the capital markets or bank financing. However, given the smaller relative size of our Company after the spin-off and our expectation that we will have lower credit ratings than Starwood, we expect to incur higher debt servicing and other costs than we would have otherwise incurred as a part of Starwood. This may result in lower overall economic returns for our Company. In the future, we cannot assure that we will be able to obtain capital market financing or credit on favorable terms, if at all.

 

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Our success will depend in part on our ongoing relationship with Starwood after the spin-off.

In connection with the spin-off, we will enter into a number of agreements with Starwood and its subsidiaries that will govern the ongoing relationships between Starwood and us after the spin-off. Our success will depend, in part, on the maintenance of these ongoing relationships with Starwood. In particular, the License Agreement we will enter into with Starwood will, among other things, provide us with the exclusive right to use the Westin and Sheraton brands in our vacation ownership business, and the right to use the St. Regis and The Luxury Collection brands in connection with the existing St. Regis and The Luxury Collection fractional residence properties for the term of the agreement. Because the right to use these brands and intellectual property, and our affiliation with the SPG Program, is critical to our business, any material adverse change in our ongoing relationship with Starwood, including any breach or termination of the License Agreement, could have a material adverse effect on our financial position, results of operations or cash flows. See “—Our business will be materially harmed if our License Agreement with Starwood is terminated” for more information on risks associated with termination of the License Agreement.

In addition, we must implement and maintain additional processes, procedures, standards and resources in order to operate as a public, stand-alone company. In connection with the spin-off, we will enter into a Transition Services Agreement and other agreements with Starwood that will govern the provision by Starwood of certain services to us and by us to Starwood for a limited time to help ensure an orderly transition following the distribution. If Starwood does not effectively perform the services that are called for under the Transition Services Agreement or if we are unable to quickly and cost-effectively establish our own financial, administrative and other support functions in order to operate as a stand-alone company, we may not be able to operate our business effectively and our results of operations could be harmed.

We may be unable to achieve some or all of the benefits that we expect from the spin-off.

As an independent, publicly owned company, we believe that our business will benefit from, among other things, sharpened strategic fit and focus, more efficient capital allocation, increased management focus, tailored recruiting, retention and incentive plans consistent with our Company’s priorities and improved investor choice and understanding of the business strategy and operating results of our Company. However, by separating from Starwood, we may be more susceptible to securities market fluctuations and other adverse events than we would have been were we still a part of Starwood. In addition, we may not be able to achieve some or all of the benefits that we expect to achieve as an independent company in the time in which we expect to do so, if at all.

We expect to incur new indebtedness upon consummation of the spin-off, and the degree to which we will be leveraged following completion of the spin-off may have a material adverse effect on our financial position, results of operations and cash flows.

We intend to enter into two secured revolving credit facilities: (1) the $100 million Revolving Corporate Credit Facility, and (2) the $200 million Warehouse Credit Facility, in each case, concurrently or prior to the completion of the spin-off. We anticipate prior to the spin-off that we will issue a note payable to Starwood to reimburse Starwood for our allocable share of transaction costs and a portion of expected reconstruction costs required at The Westin Resort & Spa, Los Cabos in Mexico. We also plan to periodically securitize, through special purpose entities, vacation ownership notes receivable originated in connection with the sale of VOIs.

Our ability to make payments on and refinance our indebtedness, including the debt existing at the time of the spin-off as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that we cannot control. If we cannot repay or refinance our debt as it becomes due, we may be forced to sell assets or take disadvantageous actions, including (1) reducing financing in the future for working capital, capital expenditures and general corporate purposes or (2) dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in the vacation ownership industry could be impaired. The lenders who hold such debt could also accelerate amounts due, which could potentially trigger a default or acceleration of our other debt. See “Description of Material Indebtedness and Other Financing Arrangements” for more information.

 

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If the distribution were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, then the distribution could result in significant tax liabilities and we could have an indemnification obligation.

The distribution is conditional upon the receipt by Starwood of the Tax Opinion, substantially to the effect that for U.S. federal income tax purposes the distribution will qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The distribution is also conditional upon receipt by Starwood of the IRS Ruling, which Starwood received on July 24, 2015 and which addresses certain issues relating to tax matters that are not addressed in or covered by the Tax Opinion. The continuing validity of the IRS Ruling is subject to the accuracy of statements, representations and covenants made to the IRS upon which the IRS Ruling is based. In addition, the IRS Ruling does not represent a determination by the IRS that the requirements necessary for the distribution to obtain tax-free treatment to Starwood and holders of Starwood common stock have been satisfied. The Tax Opinion will be based on, among other things, statements, assumptions, representations, and covenants from Starwood and us. If any of those statements, representations or assumptions are incorrect or untrue in any material respect or any of those covenants are not complied with, the conclusions reached in the Tax Opinion could be adversely affected. In addition, the Tax Opinion is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached in the opinions, in which case the tax consequences to you could be materially less favorable.

Even if the distribution otherwise qualifies under Sections 355 and 368(a)(1)(D) of the Code, the distribution could result in a significant U.S. federal income tax liability to Starwood (but not to holders of Starwood common stock) under Section 355(e) of the Code if one or more persons acquires a 50% or greater interest (measured by vote or value) in the stock of Starwood or in our stock as part of a plan or series of related transactions that includes the distribution. Current tax law generally creates a presumption that any acquisition of stock of Starwood or our stock within two years before or after the distribution is part of a plan that includes the distribution, although the parties may be able to rebut that presumption. The process of determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to an analysis of the facts and circumstances of the particular case. Notwithstanding the IRS Ruling or the Tax Opinion, Starwood or we could incur significant U.S. federal income tax liabilities attributable to the distribution upon such a prohibited change in Starwood or our ownership.

Pursuant to the Tax Matters Agreement that we will enter into with Starwood in connection with the distribution, we generally will be required to indemnify Starwood and its subsidiaries for taxes and losses resulting from the failure of the spin-off to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code, as applicable, to the extent such failure to qualify is attributable to certain actions, events or transactions relating to our stock, assets or business or a breach of representations or covenants made by us in the Tax Matters Agreement. Our indemnification obligations to Starwood, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If we are required to indemnify Starwood, its subsidiaries or such related persons under the circumstances set forth in the Tax Matters Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position. For a more detailed discussion of the terms of the Tax Matters Agreement, please see “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana—Tax Matters Agreement.”

If the distribution were to fail to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, then you will be taxed on your receipt of our stock.

The IRS and/or a court could determine the distribution to be taxable even though Starwood received the Tax Opinion. Opinions of counsel are not binding on the IRS or the courts; as a result, the conclusions expressed in the Tax Opinion could be challenged by the IRS, and a court could sustain such challenge, in which case the tax consequences to you could be materially less favorable. In addition, certain future events that may or may not be within our control or the control of Starwood, including certain purchases of Starwood common stock or Vistana

 

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common stock for cash or other property (other than certain tax-free stock for stock exchanges) after the distribution, could cause the distribution not to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code. If the distribution does not qualify for tax-free treatment at the stockholder level, you will be taxed on the full value of our shares that you receive (without reduction for any portion of your tax basis in your Starwood shares) as a dividend for U.S. federal income tax purposes to the extent of your pro rata share of Starwood’s current and accumulated earnings and profits (as increased by any gain realized by Starwood on the distribution), with any amount in excess of this being treated first as a return of capital that will reduce your basis in your shares of Starwood common stock (but not below zero), and thereafter generally as a capital gain.

We do not have a recent operating history as an independent company and our historical financial information may not be a reliable indicator of our future results.

The historical financial information we have included in this information statement was derived from Starwood’s consolidated financial statements and does not necessarily reflect what our financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity during the periods presented. Starwood did not account for us, and we were not operated, as a single stand-alone entity for the periods presented. In addition, the historical information may not be indicative of what our results of operations, financial position and cash flows will be in the future. For example, following the spin-off, changes will occur in our cost structure, funding and operations, including changes in our tax structure and increased costs associated with becoming a public, stand-alone company.

The spin-off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off is subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (1) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return, and (2) the entity (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer, (b) has unreasonably small capital with which to carry on its business or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or a party acting on behalf of a creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by us or Starwood or any of our respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including without limitation, voiding our claims against Starwood, requiring our stockholders to return to Starwood some or all of the shares of our common stock issued in the spin-off, or providing Starwood with a claim for money damages against us in an amount equal to the difference between the consideration received by Starwood and the fair market value of our Company at the time of the spin-off.

The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (1) the present fair saleable value of its assets is less than the amount of its liabilities (including contingent liabilities); (2) the present fair saleable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (3) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (4) it has unreasonably small capital for the business in which it is engaged. We cannot dictate what standard a court would apply to determine insolvency or that a court would determine that we, Starwood or any of our respective subsidiaries were solvent at the time of or after giving effect to the spin-off.

The distribution of our common stock and internal reorganization of Vistana is also subject to review under state corporate distribution statutes. The Starwood board of directors expects to obtain an opinion that Starwood and we each will be solvent at the time of the spin-off (including immediately after the payment of the dividend and the spin-off), will be able to repay our respective debts as they mature following the spin-off and will have sufficient capital to carry on our respective businesses. We cannot assure, however, that a court would reach the same conclusions set forth in such opinion in determining whether Starwood or we were insolvent at the time of, or after giving effect to, the spin-off, or whether lawful funds were available for the separation and the distribution to Starwood’s stockholders.

 

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A court could require that we assume responsibility for obligations allocated to Starwood under the Separation and Distribution Agreement.

Under the Separation and Distribution Agreement and related ancillary agreements, from and after the spin-off, each of Starwood and Vistana will be generally responsible for the debts, liabilities and other obligations related to the business or businesses which they own and operate following the consummation of the spin-off. Although we do not expect to be liable for any obligations that are not allocated to us under the Separation and Distribution Agreement, a court could disregard the allocation agreed to between the parties, and require that we assume responsibility for obligations allocated to Starwood (for example, tax and/or environmental liabilities), particularly if Starwood were to refuse or were unable to pay or perform the allocated obligations. See “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation—Separation and Distribution Agreement.”

We might have been able to receive better terms from unaffiliated third-parties than the terms we receive in our agreements with Starwood.

The agreements related to the spin-off, including the Separation and Distribution Agreement, the License Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the SPG Affiliation Agreement, the Transition Services Agreement, the Non-Competition Agreement, and related ancillary agreements, will be negotiated in the context of our separation from Starwood while we are still part of Starwood. Although these agreements are intended to be on an arm’s-length basis, they may not reflect terms that would have resulted from arm’s-length negotiations among unaffiliated third-parties. The terms of the agreements being negotiated in the context of our separation concern, among other things, allocations of assets, liabilities, rights, indemnifications and other obligations among Starwood and us. See “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation” for more detail.

After the spin-off, certain of our executive officers and directors may have actual or potential conflicts of interest because of their ownership of Starwood equity or their current or former positions in Starwood.

Certain of the persons we expect will be our executive officers and directors will be former officers and employees of Starwood and thus have professional relationships with Starwood’s executive officers and directors. In addition, many of our expected executive officers and directors have a substantial financial interest in Starwood as a result of their ownership of Starwood stock, options and other equity awards. These relationships and financial interests may create the appearance of conflicts of interest when these expected directors and officers face decisions that could have different implications for Starwood than for us. In addition, we expect that certain of our Board members will also continue to serve on the board of directors of Starwood after the spin-off. This may also create the appearance of conflicts of interest.

As a result of the foregoing, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between Starwood and us regarding the terms of the Separation and Distribution Agreement, the License Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Affiliation Agreement, the Transition Services Agreement and the Non-Competition Agreement. From time to time, we may enter into additional transactions with Starwood and/or its subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to us, Starwood or any of our or their subsidiaries or affiliates as would be the case if there were no overlapping officer or director or ownership of both companies.

Risks Relating to Our Common Stock

You will face the following risks in connection with ownership of our common stock:

 

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There is currently no existing market for our common stock and we cannot be certain that an active trading market will develop or be sustained after the spin-off. Following the spin-off, our stock price may fluctuate significantly.

There currently is no public market for our common stock. We expect that the NYSE will authorize the listing of our common stock. See “Trading Market.” We anticipate that before the distribution date for the spin-off, trading of shares of our common stock will begin on a “when-issued” basis and such trading will continue up to and including the distribution date. However, there are no assurances that an active trading market for our common stock will develop as a result of the spin-off or be sustained in the future. The lack of an active market may make it difficult for you to sell our common stock and could lead to the price of our common stock becoming depressed or volatile. We cannot predict the prices at which our common stock may trade after the spin-off. The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including:

 

    our business profile and market capitalization may not fit the investment objectives of some Starwood stockholders and, as a result, these Starwood stockholders may sell our shares after the distribution;

 

    actual or anticipated fluctuations in our operating results due to factors related to our business;

 

    success or failure of our business strategy;

 

    our quarterly or annual earnings, or those of other companies in our industry;

 

    our ability to obtain financing as needed;

 

    announcements by us or our competitors of significant new business developments or significant acquisitions or dispositions;

 

    changes in accounting standards, policies, guidance, interpretations or principles;

 

    the failure of securities analysts to cover our common stock after the spin-off;

 

    changes in earnings estimates by securities analysts or our ability to meet those estimates;

 

    the operating and stock price performance of other comparable companies;

 

    investor perception of our Company and the vacation ownership industry;

 

    overall market fluctuations;

 

    changes in laws and regulations affecting our business; and

 

    general economic conditions and other external factors.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our common stock.

Substantial sales of our common stock may occur in connection with the spin-off, which could cause the price of our common stock to decline.

The shares of our common stock that Starwood distributes to its stockholders may be sold immediately on the public market. Starwood stockholders could sell our common stock received in the distribution if we do not fit their investment objectives or, in the case of index funds, if we are not part of the index in which they invest. Sales of significant amounts of our common stock or a perception in the market that such sales will occur may reduce the market price of our common stock.

 

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We cannot assure you that we will pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.

We do not currently intend to pay dividends. Our Board will establish our dividend policy based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. In addition, the terms of the agreements governing our new debt, debt that we may incur or preferred stock that we may issue in the future may limit or prohibit the payments of dividends. For more information, see “Dividend Policy.” We cannot assure that we will pay dividends in the future or continue to pay any dividends if we do commence the payment of dividends. Additionally, our indebtedness could have negative consequences for holders of our common stock. If we cannot generate sufficient cash flow from operations to meet our debt-payment obligations and obligations to pay dividends on our preferred stock, if any, then our Board’s ability to declare dividends on our common stock will be impaired and we may be required to attempt to restructure or refinance our debt, raise additional capital or take other actions such as selling assets, reducing or delaying capital expenditures or reducing any proposed dividends. We cannot assure that we will be able to effect any such actions or do so on satisfactory terms, if at all, or that such actions would be permitted by the terms of our debt or our other credit and contractual arrangements.

Anti-takeover provisions in our organizational documents, Delaware law and in our agreements with Starwood could delay or prevent a change in control.

We intend our organizational documents to include certain anti-takeover provisions, such as provisions in our Charter and Bylaws which may delay or prevent a merger or acquisition that a stockholder may consider favorable. For example, we intend for our Charter and Bylaws to provide for a classified board, require advance notice for stockholder proposals and nominations, place limitations on convening stockholder meetings and authorize our Board to issue one or more series of preferred stock. These provisions may also discourage acquisition proposals or delay or prevent a change in control, which could harm our stock price. In addition, Delaware law also imposes some restrictions on mergers and other business combinations between any holder of 15% or more of our outstanding common stock and us. See “Description of Capital Stock” for additional information. In addition, provisions in our agreements with Starwood may delay or prevent a merger or acquisition that a stockholder may consider favorable. Under the Tax Matters Agreement, we will agree not to enter into any transaction involving an acquisition or issuance of our common stock or any other transaction (or, to the extent we have the right to prohibit it, to permit any such transaction) that could reasonably be expected to cause the distribution of our common stock to be taxable to Starwood. We would be required to indemnify Starwood for any tax resulting from any such prohibited transaction, and we would be required to meet various requirements, including obtaining the approval of Starwood or obtaining an IRS ruling or opinion of tax counsel acceptable to Starwood, before engaging in such transactions. See “Certain Relationships and Related Party Transactions— Agreements between Starwood and Vistana Relating to the Separation—Tax Matters Agreement.” Further, our License Agreement with Starwood will provide that a change in control may not occur without the consent of Starwood. See “Certain Relationships and Related Party Transactions— Agreements between Starwood and Vistana Relating to the Separation —License Agreement.”

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we expect to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company” (1) we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements, (3) we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (4) we will not be required to hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, we are eligible to delay the adoption of new or revised accounting standards applicable to public companies until those standards apply to private companies, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result of this election, our financial statements may not be comparable to the financial statements of other public companies.

 

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We also currently intend to take advantage of reduced disclosure requirements, including regarding executive compensation. If we remain an “emerging growth company” after fiscal year 2015, we may take advantage of other exemptions, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank Wall Street Reform and Customer Protection Act (“Dodd-Frank Act”), and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. We may remain an emerging growth company until the earliest of (1) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (2) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act or any successor statute, which would occur on the last day of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter of such fiscal year, (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period and (4) the end of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement filed under the Securities Act.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our common stock less attractive if we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline and/or become more volatile.

We may be unable to make, on a timely basis, the changes necessary to operate effectively as an independent, publicly owned company.

We have historically operated our business as part of a larger public company. Following consummation of the spin-off, we will be required to file with the SEC annual, quarterly and current reports that are specified in Section 13 of the Exchange Act. We will also be required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. In addition, we will become subject to other reporting and corporate governance requirements, including the requirements of the NYSE, and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which will impose significant compliance obligations upon us. As a public company, we will be required to:

 

    prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and the NYSE Listed Company Manual;

 

    create or expand the roles and duties of our Board and committees of the Board;

 

    institute more comprehensive financial reporting and disclosure compliance functions;

 

    supplement our internal accounting and auditing function, including hiring additional staff with expertise in accounting and financial reporting for a public company;

 

    develop our investor relations function;

 

    establish new internal policies, including those relating to disclosure controls and procedures; and

 

    retain and involve to a greater degree outside counsel and accountants in the activities listed above.

We expect to devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act, including costs associated with auditing and legal fees and accounting and administrative staff. In addition, Section 404(a) under the Sarbanes-Oxley Act requires that we assess the effectiveness of our controls over financial reporting. Our future compliance with the annual internal control report requirement will depend on the effectiveness of our financial reporting and data systems and controls across our operating subsidiaries. We cannot be certain that these measures will ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation or operation, could harm our

 

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operating results, cause us to fail to meet our financial reporting obligations, or cause us to suffer adverse regulatory consequences or violate applicable stock exchange listing rules. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

Because we are an “emerging growth company” under the JOBS Act, we will not be required to comply with Section 404(b) of the Sarbanes-Oxley Act, which would require our independent auditors to issue an opinion on their audit of our internal control over financial reporting, until the later of the year following our first annual report required to be filed with the SEC and the date we are no longer an “emerging growth company.” For as long as we are an “emerging growth company,” we will be exempt from certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies, and we cannot be certain if the reduced reporting requirements applicable to “emerging growth companies” will make our common stock less attractive to investors above. If, once we are no longer an “emerging growth company,” our independent registered public accounting firm cannot provide an unqualified attestation report on the effectiveness of our internal control over financial reporting, investor confidence and, in turn, the market price of our common stock could decline.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This information statement contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are any statements other than statements of historical fact, including statements regarding the intent, belief or current expectations of Vistana, its directors or its officers with respect to the matters discussed in this information statement. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue” or other words of similar meaning. Such forward-looking statements appear in several places in this information statement and include: consummation of the separation and distribution and our operation as a separate public company post-distribution; and other risk factors described in the section entitled “Risk Factors” in this report. Such forward-looking statements appear in several places in this information statement, including, without limitation, in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements including, without limitation, the risks and uncertainties disclosed under “Risk Factors.” We caution readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect current or future events or circumstances.

 

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THE SPIN-OFF

Background

We expect the board of directors of Starwood will approve the spin-off of our Company from Starwood, following which, we will be an independent, publicly owned company. To complete the spin-off, Starwood will, following an internal reorganization, distribute to its stockholders all of the outstanding shares of our common stock. The distribution will occur on the distribution date, which is             , 2015. Each holder of Starwood common stock will receive one share of our common stock for every                  shares of Starwood common stock held on             , 2015, the record date. After completion of the spin-off, we will have the exclusive right to operate the vacation ownership business under the Westin and Sheraton brands and the exclusive right to use the St. Regis and The Luxury Collection brands only in connection with the three existing St. Regis and The Luxury Collection fractional residence properties, subject to the terms of the License Agreement, Non-Competition Agreement and other applicable ancillary agreements. See “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation.”

Holders of Starwood common stock will continue to hold their shares in Starwood. We do not require and are not seeking a vote of Starwood’s stockholders in connection with the spin-off, and Starwood’s stockholders will not have any appraisal rights in connection with the spin-off or the internal reorganization.

The distribution of our common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. In addition, Starwood has the right not to complete the spin-off if, at any time prior to the distribution, its board of directors determines, in its sole discretion, that the spin-off is not in the best interest of Starwood or its stockholders, or that it is not advisable for us to separate from Starwood. For a more detailed description, see “—Conditions to the Spin-Off.”

Reasons for the Spin-Off

Starwood’s board of directors believes that the spin-off is in the best interest of Starwood and its stockholders because the spin-off is expected to provide various 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.

Sharpened Strategic Fit and Focus. The spin-off is expected to result in two separate publicly traded companies with sharpened strategic visions and distinct business models. Following completion of the spin-off, each company will have the flexibility to focus on and pursue independent strategic and financial plans consistent with each company’s areas of expertise and market opportunities, allowing the management of each company to best accomplish its specific business and operational goals.

More Efficient Capital Allocation. Starwood’s lodging business and the vacation ownership business have distinct free cash flow generation profiles as well as differing capital allocation strategies to support growth. After the spin-off, each company should be able to allocate capital and make investments as its management elects in order to grow its business. In particular, we will have the ability to pursue branded vacation ownership growth opportunities without being constrained by Starwood’s asset-light strategy. Accordingly, following the spin-off, we are expected to have additional flexibility to pursue new resort developments, expansions of existing resorts through additional phases, hotel conversions and vacation ownership-related acquisitions as management deems appropriate.

Increased Management Focus. Starwood’s lodging and vacation ownership businesses currently compete for management attention and resources. The spin-off is expected to allow both Starwood and our Company to be managed more efficiently as separate entities in accordance with the characteristics and requirements of each business. Increased management focus is expected to result, among other things, in improved operating efficiencies.

Tailored Recruiting, Retention and Incentive Plans. The spin-off is expected to enable Starwood and our Company to align recruiting, retention and equity-based incentive plans with each company’s specific operating and stock price performance. In addition, after the spin-off, we will have the ability to implement different performance measurement metrics and incentive structures that will compensate our management team and employees in accordance with our particular strategic and financial priorities.

 

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Improved Investor Choice and Understanding. After the spin-off, investors will have access to enhanced disclosure about each of Starwood and Vistana on a standalone basis, which information should enable investors to better evaluate the operating and financial performance of each company independently, as well as each company’s strategy within the context of its respective industry. Additionally, Starwood’s board of directors believes that the lodging business and the vacation ownership business each appeal to different types of investors with different investment goals and risk profiles. After the spin-off, investors will have the choice to invest in either or both companies. In addition, the management of each company should be able to establish goals, implement business strategies and evaluate growth opportunities in light of investor expectations specific to that company’s respective business, without undue consideration of investor expectations for the other business. Each company should also be able to focus its public relations efforts on cultivating its own separate identity.

Manner of Effecting the Spin-Off

The general terms and conditions relating to the spin-off will be set forth in a Separation and Distribution Agreement between us and Starwood. See “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation—Separation and Distribution Agreement” for more information.

Internal Reorganization

Vistana was incorporated in Delaware on June 10, 2015 for the purpose of holding Starwood’s vacation ownership business at the time of the distribution. Prior to the distribution, as described under “—Distribution of Shares of Our Common Stock,” Starwood and we will implement an internal reorganization through a series of transactions designed to transfer (a) to Vistana ownership of the entities and other assets comprising Starwood’s vacation ownership business and the Transferred Properties and (b) to Starwood and its subsidiaries (other than Vistana and our subsidiaries after giving effect to the transfers of entities described in clause (a) ownership of the entity that developed the residences at SRBH and two legal entities comprising our ownership interests in Aruba. Prior to the internal reorganization, we will have no operations other than those related to our formation and in preparation for the separation and distribution. Following the internal reorganization, which is a condition to the spin-off, we will own all of the assets that comprise substantially all of Starwood’s vacation ownership business and the Transferred Properties. In particular, following the internal reorganization, Vistana will own the following assets:

 

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

 

    the legal entity operating our internal timeshare points-based exchange, which provides our owners the flexibility to vacation at any resort within our 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 containing 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 containing the Transferred Properties that are being transferred from Starwood to Vistana for conversion, in whole or in part, to vacation ownership inventory over time. These properties include: The Westin Resort & Spa, Cancun; The Westin Resort & Spa, Puerto Vallarta; The Westin Resort & Spa, Los Cabos; Sheraton Kauai Resort; and Sheraton Steamboat Resort. The vacation ownership portion of Sheraton Steamboat Resort is currently included within the vacation ownership business; Vistana is obtaining the hotel associated with the resort.

Following the internal reorganization, Vistana will not own the following assets that are currently part of Starwood’s vacation ownership business:

 

    the two legal entities comprising Starwood’s ownership interests in Aruba, which consist primarily of land held for development; and

 

    the entity that developed SRBH and marketed and sold the residential units in the project, which currently represents Starwood’s residential segment.

The development of the project described above that currently represents Starwood’s residential segment was completed in 2011 and opened in January 2012. The hotel portion of the project was transferred in 2012 to the Americas segment of Starwood as a wholly owned hotel; the residential portion sold out in 2014 with a majority of the closings occurring in 2012 and 2013.

 

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Distribution of Shares of Our Common Stock

Under the Separation and Distribution Agreement, the distribution will be effective as of 12:01 a.m., Eastern time, on             , 2015, the distribution date. As a result of the spin-off, on the distribution date, each holder of Starwood common stock will receive one share of our common stock for every                  shares of Starwood common stock that the stockholder owns as of the record date. In order to receive shares of our common stock in the spin-off, a Starwood stockholder must be a stockholder at the close of business of the              on                     , the record date.

On the distribution date, Starwood will release the shares of our common stock to our distribution agent to distribute to Starwood stockholders as of the record date. Our distribution agent will establish book-entry accounts for record holders of Starwood common stock and credit to such accounts the shares of our common stock distributed to such holders. Our distribution agent will send these stockholders, including any registered holder of shares of Starwood common stock represented by physical share certificates on the record date, a statement reflecting their ownership of our common stock. Book-entry refers to a method of recording stock ownership in our records that does not use physical stock certificates. For stockholders who own Starwood common stock through a broker or other nominee, their broker or nominee will credit their shares of our common stock to their accounts. We expect that it will take the distribution agent up to              to electronically issue shares of our common stock to Starwood stockholders or their bank or brokerage firm by way of direct registration in book-entry form. Any delay in the electronic issuance of our shares by the distribution agent will not affect trading in our common stock. As further discussed below, we will not issue fractional shares of our common stock in the distribution. Following the spin-off, stockholders who hold shares in book-entry form may request that their shares of our common stock be transferred to a brokerage or other account at any time.

Starwood stockholders will not be required to make any payment or surrender or exchange their shares of Starwood common stock or take any other action to receive their shares of our common stock.

Treatment of Fractional Shares

The distribution agent will not distribute any fractional shares of our common stock to Starwood stockholders. Instead, as soon as practicable on or after the distribution date, the distribution agent will aggregate fractional shares of our common stock held by holders of record into whole shares, sell them in the open market at the prevailing market prices and then distribute the aggregate sale proceeds ratably to Starwood stockholders who would otherwise have received fractional shares of our common stock. The amount of this payment will depend on the prices at which the distribution agent sells the aggregated fractional shares of our common stock in the open market shortly after the distribution date. We will be responsible for payment of any brokerage fees, which we do not expect will be material to us. Your receipt of cash in lieu of fractional shares of our common stock generally will result in a taxable gain or loss for U.S. federal income tax purposes, but you should consult your own tax advisor as to the receipt of such cash based on your particular circumstances. We describe the material U.S. federal income tax consequences of the distribution in more detail under “The Spin-Off—U.S. Federal Income Tax Consequences of the Spin-Off.”

U.S. Federal Income Tax Consequences of the Spin-Off

The following is a summary of U.S. federal income tax consequences to holders of Starwood common stock as a result of the distribution. This summary is based on the Code, the Treasury Regulations promulgated thereunder and judicial and administrative interpretations of those authorities, in each case as in effect as of the date of this information statement, and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of Starwood common stock that are U.S. Holders, as defined below, that hold their Starwood common stock as a capital asset within the meaning of the Code. A “U.S. Holder” is a beneficial owner of Starwood common stock that is, for U.S. federal income tax purposes:

 

    an individual who is a citizen or a resident of the U.S.;

 

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S. or any state thereof or the District of Columbia;

 

    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) it has a valid election in place under applicable Treasury Regulations to be treated as a U.S. person.

 

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This summary does not discuss all tax considerations that may be relevant to U.S. holders of Starwood common stock in light of their particular circumstances, nor does it address the consequences to U.S. holders of Starwood common stock subject to special treatment under the U.S. federal income tax laws, such as:

 

    dealers or traders in securities;

 

    tax-exempt entities;

 

    banks, financial institutions or insurance companies;

 

    real estate investment trusts, regulated investment companies or grantor trusts;

 

    persons who acquired Starwood common stock pursuant to the exercise of employee stock options or otherwise as compensation;

 

    persons owning Starwood common stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

 

    certain former citizens or long-term residents of the United States; or

 

    persons who hold Starwood common stock through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds Starwood common stock, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its tax consequences of the distribution to it.

WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE DISTRIBUTION.

The distribution is conditioned upon Starwood’s receipt of an opinion of Starwood’s tax counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Tax Counsel”), on the basis of certain facts, representations, covenants and assumptions set forth in such opinion, substantially to the effect that the distribution qualifies under Sections 355 and 368(a) of the Code. In addition to obtaining the opinion, on July 24, 2015, Starwood received the IRS Ruling related to certain restructuring transactions that will be completed in connection with the distribution not addressed in the opinion of Tax Counsel. Assuming the distribution so qualifies for U.S. federal income tax purposes:

 

    no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder upon the receipt of shares of our common stock in the distribution, other than if a U.S. Holder receives cash in lieu of a fractional share of common stock as discussed below;

 

    no gain or loss will be recognized by Starwood on the distribution, except for possible gain or loss arising out of the internal reorganizations undertaken in connection with the distribution and with respect to certain items required to be taken into account under Treasury Regulations relating to consolidated U.S. federal income tax returns;

 

    the aggregate tax basis of the Starwood common stock and our common stock held by each U.S. Holder immediately after the distribution (including any fractional interests to which the stockholder would be entitled) will equal the aggregate tax basis of the Starwood common stock held by the U.S. Holder immediately before the distribution, allocated between the Starwood common stock and our common stock in proportion to their relative fair market values on the date of the distribution; and

 

    the holding period of our common stock received by each U.S. Holder in the distribution will include the holding period for the Starwood common stock on which the distribution is made.

U.S. Holders 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 adjusted tax basis among, and the holding period for, shares of our common stock distributed with respect to such blocks of Starwood common stock.

If a U.S. Holder receives cash in lieu of a fractional share of common stock as part of the distribution, the U.S. Holder will be treated as though it first received a distribution of the fractional share in the distribution and then sold it for the amount of cash actually received. Such U.S. Holder will generally recognize capital gain or loss measured by the difference between the cash received for such fractional share and the U.S. Holder’s tax basis in that fractional share, as determined above. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Starwood common stock exceeds one year on the date of the distribution.

 

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The opinion of Tax Counsel will not address any U.S. state or local or non-U.S. tax consequences of the distribution. The opinion will assume that the distribution will be completed according to the terms of the Separation and Distribution Agreement and relies on the IRS Ruling and the facts as stated in the Separation and Distribution Agreement, the Tax Matters Agreement, the other ancillary agreements, this information statement and a number of other documents. In addition, the opinion will be and the IRS Ruling is based on certain representations from, and certain covenants by, Starwood and us. The opinion and IRS Ruling cannot be relied on if any of the assumptions, representations or covenants are incorrect, incomplete or inaccurate or are violated in any material respect. The opinion will be expressed as of the date of the distribution and will not cover subsequent periods. An opinion of Tax Counsel is not binding on the IRS, or the courts, and there can be no assurance that the IRS or a court will not take a contrary position.

Certain future events that may or may not be within the control of Starwood or our Company, including sales and redemptions of our or Starwood’s stock for cash or other property (other than certain stock-for-stock acquisitions and other permitted transactions) and certain asset dispositions by us or Starwood following the distribution, may cause the distribution to fail to qualify for tax-free treatment, and in such event the distribution would be taxable to both Starwood and holders of Starwood common stock. The process for determining whether a sale or exchange of our or Starwood’s stock after the distribution could cause the distribution to be treated as a “device” for the distribution of earnings and profits or a recovery of basis and thus a taxable transaction for U.S. federal income tax purposes to both Starwood and the holders of Starwood common stock is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case for which there may be no controlling authority directly on point, and any such sale or exchange may not be within the control of Starwood or our Company. If the distribution was taxable to both Starwood and holders of Starwood common stock, in general, each U.S. Holder receiving shares of our common stock in the distribution would be treated as receiving a taxable distribution in an amount equal to the fair market value of our common stock, on the distribution date that was distributed to the U.S. Holder. Such distribution generally would be treated as a taxable dividend to the extent of the U.S. Holder’s pro rata share of Starwood’s current and accumulated earnings and profits, then as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its Starwood common stock and thereafter as capital gain.

Even if the distribution otherwise qualifies for tax-free treatment under Sections 355 and 368(a) of the Code, corporate-level taxable gain under Section 355(e) of the Code may result if 50% or more, by vote or value, of our stock or Starwood stock is treated as acquired or issued as part of a plan or series of related transactions that include the distribution. The process for determining whether an acquisition or issuance triggering these provisions has occurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case, and any such acquisitions may not be within our or Starwood’s control. For this purpose, any acquisitions or issuances of Starwood stock within two years before the distribution, and any acquisitions or issuances of our stock or Starwood stock within two years after the distribution generally are presumed to be part of such a plan, although we or Starwood, as applicable, may be able to rebut that presumption. If an acquisition or issuance of our stock or Starwood stock triggers the application Section 355(e) of the Code, Starwood or we could incur significant U.S. federal income tax liabilities attributable to the spin-off.

Treasury Regulations require holders of Starwood common stock who receive our common stock in the distribution who, immediately prior to the distribution, own (i) at least 5% of the total outstanding stock of Starwood, or (ii) securities of Starwood with an aggregate tax basis of $1,000,000 or more, to attach a statement setting forth certain information related to the distribution to their U.S. federal income tax returns for the year in which the distribution occurs.

Results of the Spin-Off

After the spin-off, we will be an independent, publicly owned company. Immediately following the spin-off, we expect to have approximately              record holders of shares of our common stock and approximately                  shares of our common stock outstanding, based on the number of stockholders of record and outstanding shares of Starwood common stock on             , 2015. The figures assume no exercise of

 

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outstanding options and exclude any shares of Starwood common stock held directly or indirectly by Starwood. The actual number of shares to be distributed will be determined on the record date and will reflect any exercise of Starwood options and repurchase by Starwood of Starwood shares between the date the Starwood board of directors declares the dividend for the distribution and the record date for the distribution.

For information about the treatment of outstanding Starwood share-based awards with respect to the distribution, see “—Treatment of Share-Based Awards” and “Certain Relationships and Related Party Transactions— Agreements between Starwood and Vistana Relating to the Separation —Employee Matters Agreement.”

Before the spin-off, we will enter into several agreements with Starwood to effect the spin-off and provide a framework for our relationship with Starwood after the spin-off. These agreements will govern the relationship between us and Starwood after completion of the spin-off and provide for the allocation between us and Starwood of Starwood’s assets, liabilities and obligations. For a more detailed description of these agreements, see “Certain Relationships and Related Party Transactions— Agreements between Starwood and Vistana Relating to the Separation.”

Market for Our Common Stock

There is currently no public market for our common stock. We intend to apply to list our common stock on the NYSE under the symbol “VSE.” A condition to the distribution is the listing of our common stock on a national securities exchange approved by Starwood.

Trading Between the Record Date and Distribution Date

We also anticipate that, beginning on or shortly before the record date and continuing up to and including through the distribution date, there will be two markets in Starwood common stock: a “regular-way” market and an “ex-distribution” market. Shares of Starwood common stock that trade on the regular-way market will trade with an entitlement to shares of our common stock distributed in the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to shares of our common stock distributed in the distribution. Therefore, if you sell shares of Starwood common stock in the regular-way market up to and including the distribution date, you will be selling your right to receive shares of our common stock in the distribution. If you own shares of Starwood common stock at the close of business on the record date and sell those shares on the ex-distribution market up to and including through the distribution date, you will still receive the shares of our common stock that you would be entitled to receive pursuant to your ownership of the shares of Starwood common stock.

Furthermore, beginning on or shortly before the record date and continuing up to and including the distribution date, there will be a “when-issued” market in our common stock. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The when-issued trading market will be a market for shares of our common stock that will be distributed to Starwood stockholders on the distribution date. If you owned shares of Starwood common stock at the close of business on the record date, you would be entitled to shares of our common stock distributed pursuant to the distribution. You may trade this entitlement to shares of our common stock, without the shares of Starwood common stock you own, on the when-issued market. On the distribution date, when-issued trading with respect to our common stock will end and regular-way trading will begin.

 

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Treatment of Share-Based Awards

With respect to outstanding Starwood stock options, restricted stock and restricted stock unit awards held by Starwood employees (other than performance shares) that are outstanding on the distribution date and for which the underlying security is Starwood common stock, we expect that each such award will continue to cover Starwood common stock and be subject to substantially the same terms and conditions after the spin-off as the terms and conditions that applied to such awards prior to the spin-off, except:

 

    with respect to each stock option award, the number of underlying shares of Starwood common stock subject to such award and the per-share exercise price for such award will be adjusted so that the award will retain, immediately after the spin-off, in the aggregate, the same intrinsic value that the stock option award had immediately prior to the spin-off (subject to rounding); and

 

    with respect to each restricted stock and restricted stock unit award, the number of underlying shares of Starwood common stock subject to such award will be equitably adjusted so that the award will retain, immediately after the spin-off, in the aggregate, the same intrinsic value that the award had immediately prior to the spin-off (subject to rounding).

With respect to outstanding Starwood restricted stock and restricted stock unit awards held by our employees (other than performance shares), including Mr. Williams and Ms. McGill among Vistana’s NEOs (as defined below), that are outstanding on the distribution date and for which the underlying security is Starwood common stock, we expect that each such award will generally be adjusted into an award of the same type covering our common stock. The Vistana awards will be subject to substantially the same terms and conditions after the spin-off as the terms and conditions applicable to the original Starwood awards prior to the spin-off, except:

 

    with respect to each adjusted restricted stock and restricted stock unit award covering our common stock, the number of underlying shares of common stock subject to such award will be equitably adjusted so that the award will retain, immediately after the spin-off, in the aggregate, the same intrinsic value that the award had immediately prior to the spin-off (subject to rounding);

 

    with respect to any continuous employment requirement associated with any such share-based awards, such requirement will be eligible to be satisfied after the spin-off by the Vistana employee based on his or her continuous employment with our Company; and

 

    to the extent any of such Starwood share-based awards were originally subject to accelerated vesting in the event of a “change of control” of Starwood the corresponding post-spin-off Vistana share-based awards will generally accelerate in the same manner in the event of a change of control of our Company.

With respect to outstanding Starwood performance shares held by Starwood employees and our employees that are outstanding on the distribution date and for which the underlying security is Starwood common stock, we currently anticipate that each such performance share award will continue to be subject to substantially the same terms and conditions after the spin-off as the terms and conditions that applied to such awards prior to the spin-off, except:

 

    for each outstanding Starwood performance share award held by a Starwood employee, the number of shares that may be earned for threshold, target and maximum performance under the award will be equitably adjusted so that the award will retain, immediately after the spin-off, in the aggregate, the same intrinsic value that the award had immediately prior to the spin-off (subject to rounding), and the spin-off will be treated as a one-time cash dividend to add back into the calculation of Starwood relative total stockholder return performance under such award the amount by which the price of Starwood’s common stock decreases specifically due to the spin-off;

 

    for each outstanding Starwood performance share award held by our employees, the awards will generally be adjusted into a restricted Vistana common stock award based on the greater of the target level of achievement for the award or the level of vesting resulting from Starwood’s actual relative total stockholder return performance through the date of the spin-off;

 

    for each outstanding Starwood performance share award held by our employees, to the extent any of such Starwood share-based awards were originally subject to a continuous employment requirement, such requirement will be eligible to be satisfied after the spin-off by the Vistana employee based on his or her continuous employment with our Company; and

 

    for each outstanding Starwood performance share award held by our employees, to the extent any of such Starwood share-based awards were originally subject to accelerated vesting in the event of a “change of control” of Starwood, the corresponding post-spin-off restricted Vistana common stock awards will generally accelerate in the same manner in the event of a change of control of our Company.

 

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To the extent that an affected employee is employed in a non-U.S. jurisdiction, and the adjustments or grants contemplated above could result in adverse tax consequences or other adverse regulatory consequences, Starwood may determine that a different equitable adjustment or grant will apply in order to avoid any such adverse consequences.

We expect that the compensation committee of our Board will maintain a program to deliver long-term incentive awards to our executives and other employees that is appropriate for our business needs. However, the types of awards provided, the allocation of grant date values among the mix of awards and the performance measures to be used may differ from Starwood’s past practice.

Debt Incurrence and Other Financing Arrangements

We intend to enter into the two secured revolving credit facilities: (1) the $100 million Revolving Corporate Credit Facility, and (2) the $200 million Warehouse Credit Facility, in each case, concurrently or prior to the completion of the spin-off with an aggregate borrowing capacity of $300 million. We anticipate prior to the spin-off that we will issue a note payable to Starwood to reimburse Starwood for our allocable share of transaction costs and a portion of expected reconstruction costs required at The Westin Resort & Spa, Los Cabos in Mexico. See “Description of Material Indebtedness and Other Financing Arrangements” for details on the Credit Facilities.

Conditions to the Spin-Off

We expect that the spin-off will be effective as of 12:01 a.m., Eastern Time, on                 , 2015, the distribution date, provided that the following conditions are either satisfied by us or waived by Starwood:

 

    the board of directors of Starwood, in its sole and absolute discretion, has authorized and approved the spin-off (including the internal reorganization) and not withdrawn such authorization and approval, and has declared the dividend of the common stock of Vistana to Starwood stockholders;

 

    the Separation and Distribution Agreement and each ancillary agreement contemplated by the Separation and Distribution Agreement have been executed and not terminated by each party thereto;

 

    our Registration Statement on Form 10, of which this information statement is a part, has been deemed effective under the Exchange Act, no stop order suspending that effectiveness is in effect, and no proceedings for such purpose are pending before or threatened by the SEC;

 

    our common stock has been accepted for listing on a national securities exchange approved by Starwood, subject to official notice of issuance;

 

    the internal reorganization (as described in “The Spin-Off— Manner of Effecting the Spin-Off—Internal Reorganization”) has been completed;

 

    Starwood has received the Tax Opinion;

 

    Starwood has received the IRS Ruling;

 

    a Notice of Internet Availability of Information Statement Materials containing instructions for how to access this information statement and/or this information statement has been mailed to the Starwood stockholders;

 

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    our Charter and Bylaws, each in the form filed as exhibits to the Registration Statement on Form 10 of which this information statement is a part, are in effect;

 

    our Board consists of the individuals identified in this information statement, including any subsequent amendments hereto, as directors of our Company;

 

    Starwood has received an opinion, in form and substance acceptable to Starwood, as to the solvency of Starwood and our Company;

 

    no order, injunction or decree that would prevent the consummation of the distribution is threatened, pending or issued (and still in effect) by any governmental authority of competent jurisdiction, no other legal restraint or prohibition preventing consummation of the distribution is pending, threatened, issued or in effect and no other event has occurred or failed to occur that prevents the consummation of the distribution;

 

    any material governmental approvals and other consents necessary to consummate the spin-off have been obtained; and

 

    we have entered into the Credit Facilities.

The fulfillment of the foregoing conditions will not create any obligation on Starwood’s part to effect the spin-off. Except as described in the foregoing conditions, we are not aware of any material federal or state regulatory requirements that must be complied with or any material approvals that must be obtained in connection with the distribution. Starwood has the right not to complete the spin-off if, at any time prior to the distribution, the board of directors of Starwood determines, in its sole discretion, that the spin-off is not in the best interests of Starwood or its stockholders, or that it is not advisable for us to separate from Starwood.

Reasons for Furnishing this Information Statement

We are furnishing this information statement to you, as a Starwood stockholder entitled to receive shares of our common stock in the spin-off, for the sole purpose of providing you with information about us. This information statement is not, and you should not consider it, an inducement or encouragement to buy, hold or sell any of our securities. We believe that the information in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Starwood nor we undertake any obligation to update the information except in the normal course of our respective public disclosure obligations.

 

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TRADING MARKET

Market for Our Common Stock

There is currently no public market for our common stock, and an active trading market may not develop or may not be sustained. We anticipate that trading of our common stock will commence on a “when-issued” basis beginning on or shortly before the record date and continuing through the distribution date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. When-issued trades generally settle within four trading days after the distribution date. If you own shares of Starwood common stock at the close of business on the record date, you will be entitled to receive shares of our common stock distributed in the spin-off. You may trade this entitlement to receive shares of our common stock, without the shares of Starwood common stock you own, on the when-issued market. On the distribution date, any when-issued trading of our common stock will end and “regular-way” trading will begin. We intend for our common stock to be listed on the NYSE under the ticker symbol “VSE.” We will announce our when-issued trading symbol when and if it becomes available.

We also anticipate that, beginning on or shortly before the record date and continuing up to and including the day before the distribution date, there will be two markets in Starwood common stock: a “regular-way” market and an “ex-distribution” market. Shares of Starwood common stock that trade on the regular-way market will trade with an entitlement to shares of our common stock distributed in the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to shares of our common stock distributed in the distribution. Therefore, if you sell shares of Starwood common stock in the regular-way market up to and including the day before the distribution date, you will be selling your right to receive shares of our common stock in the distribution. If you own shares of Starwood common stock at the close of business on the record date and sell those shares on the ex-distribution market up to and including through the distribution date, you will still receive the shares of our common stock that you would be entitled to receive pursuant to your ownership of the shares of Starwood common stock.

We cannot predict the prices at which our common stock may trade before the spin-off on a “when-issued” basis or after the spin-off. Those prices will be determined by the marketplace. The trading price for our common stock may fluctuate significantly and may be influenced by many factors, including anticipated or actual fluctuations in our operating results or those of other companies in our industry, investor perception of our Company and the vacation ownership industry, market fluctuations and general economic conditions. In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the performance of many stocks and that have often been unrelated or disproportionate to the operating performance of these companies. These are just some factors that may adversely affect the market price of our common stock. See “Risk Factors—Risks Relating to Our Common Stock” for further discussion of risks relating to the trading price of our common stock.

Transferability of Shares of Our Common Stock

On             , 2015, Starwood had          shares of its common stock issued and outstanding. Based on this number, we expect that upon completion of the spin-off, we will have approximately          shares of common stock issued and outstanding. The shares of our common stock that you will receive in the distribution will be freely transferable, unless you are considered an “affiliate” of ours under Rule 144 under the Securities Act. Persons who can be considered our affiliates after the spin-off generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by, or are under common control with us, and may include certain of our officers and directors. As of the distribution date, we estimate that our directors and officers will beneficially own approximately          shares of our common stock. In addition, individuals who are affiliates of Starwood on the distribution date may be deemed to be affiliates of ours. Our affiliates may sell shares of our common stock received in the distribution only:

 

    under a registration statement that has been deemed effective under the Securities Act; or

 

    under an exemption from registration under the Securities Act, or in accordance with the safe harbor provided by Rule 144 under the Securities Act afforded by Rule 144.

 

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In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period commencing 90 days after the date the Registration Statement on Form 10 of which this information statement is a part has been deemed effective, a number of shares of our common stock that does not exceed the greater of:

 

    1.0% of our common stock then outstanding; or

 

    the average weekly trading volume of our common stock on the national securities exchange on which our common stock has been accepted for listing during the four calendar weeks preceding the filing of a notice on Form 144 for the sale.

Rule 144 also includes restrictions governing the manner of sale. Sales may not be made under Rule 144 unless certain information about us is publicly available. In the future, we may adopt new stock option and other equity-based award plans and issue options to purchase shares of our common stock and other share-based awards. We currently expect to file a registration statement under the Securities Act to register shares to be issued under these stock plans. Shares issued under awards after the effective date of the registration statement, other than shares issued to affiliates, generally will be freely tradable without further registration under the Securities Act.

Except for our common stock distributed in the distribution, none of our common stock will be outstanding on or immediately after the spin-off and there are no registration rights agreements existing for our common stock.

 

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DIVIDEND POLICY

We do not currently intend to pay dividends. Our Board will establish our dividend policy based on our financial condition, results of operations and capital requirements, as well as applicable law, regulatory constraints, industry practice and other business considerations that our Board considers relevant. We anticipate that the credit agreements relating to our Revolving Corporate Credit Facility will include restrictions on our ability to pay dividends. The terms of agreements governing debt that we may incur or preferred stock that we may issue in the future may also limit or prohibit dividend payments. Accordingly, we cannot guarantee that we will either pay dividends in the future or continue to pay any dividend that we may commence in the future.

 

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CAPITALIZATION

The following table presents our historical capitalization at June 30, 2015 and our pro forma capitalization at that date reflecting the spin-off and the related transactions and events described in this information statement as if the spin-off and the related transactions and events had occurred on June 30, 2015.

We are providing the capitalization table below for informational purposes only. You should not construe it as indicative of our capitalization or financial condition had the spin-off and the related transactions and events been completed on the date assumed. The capitalization table below also may not reflect the capitalization or financial condition that would have resulted had we been operated as a separate, independent entity at that date or our future capitalization or financial condition.

You should read the table below in conjunction with “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and accompanying notes included elsewhere in this information statement.

 

     June 30, 2015  
     Historical      Pro forma  
(in millions)              

Debt

     

Securitized debt from VIEs

   $ 207       $ 207   

Warehouse Credit Facility

     —           200   
  

 

 

    

 

 

 

Total debt

   $ 207       $ 407   
  

 

 

    

 

 

 

Equity

     

Net Parent investment (1)

   $ 1,159       $ 1,115   

Common stock

     —           [—

Additional paid-in capital

     —           [—

Accumulated other comprehensive loss (2)

     (49      (49
  

 

 

    

 

 

 

Total equity

   $ 1,110       $ 1,066   
  

 

 

    

 

 

 

Total capitalization

   $ 1,317       $ 1,473   
  

 

 

    

 

 

 

(1)    Defined in Note 1 - Formation and Organization of our interim combined financial statements.

(2)    Represents the cumulative translation adjustment of net assets denominated in a functional currency other than the U.S. Dollar.

 

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SELECTED HISTORICAL COMBINED FINANCIAL AND OPERATING DATA

The following table presents selected historical combined financial and operating data for the periods indicated below. The selected historical combined income statement data for each of the three years ending December 31, 2014, 2013, and 2012, and the selected historical combined balance sheet data as of December 31, 2014 and 2013, are derived from our audited combined financial statements, which are included elsewhere in this information statement.

The selected historical combined income statement data for the six month periods ending June 30, 2015 and 2014, and the selected historical combined balance sheet data as of June 30, 2015, are derived from our unaudited interim combined financial statements, which are included elsewhere in this information statement. We have prepared our unaudited interim combined financial statements on the same basis as our audited combined financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the unaudited periods. The selected historical combined financial data as of June 30, 2015 and for the six months ending June 30, 2015 and 2014 are not necessarily indicative of the results that may be obtained for a full year. The historical combined financial statements included in this information statement may not necessarily reflect our combined financial position, combined statements of comprehensive income and combined statements of cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

Our historical combined financial statements include allocations of certain expenses from Starwood, including expenses for costs related to functions such as information technology support, systems maintenance, financial services, human resources and other shared services. These costs may not be representative of the future costs we will incur, either positively or negatively, as an independent, public company.

The following selected historical combined financial data includes originated sales, EBITDA and Adjusted EBITDA (in each case, defined in the footnotes to the table below), which are financial measures we use in our business that are not calculated or presented in accordance with GAAP, but we believe these measures are useful to help investors understand our results. We discuss these measures further, including their limitations in footnote (2) to the table, and we reconcile them to their most directly comparable financial measures presented in accordance with GAAP in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this information statement.

In presenting the selected historical combined financial data in conformity with GAAP, we are required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates,” included elsewhere in this information statement, for detailed discussion of the accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.

 

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The following selected historical combined financial and operating data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions” and our annual combined financial statements and related notes included elsewhere in this information statement.

 

     Six months ended June 30,     Fiscal years ended December 31,  
(in millions, except operating data)    (unaudited)                    
     2015     2014 (1)     2014 (1)     2013 (1)     2012 (1)  

Combined income statement data

          

Total revenues

   $ 476      $ 473      $ 921      $ 1,152      $ 1,541   

Total costs and expenses

     400        405        795        925        1,284   

Total revenues less total costs and expenses

     76        68        126        227        257   

Net income

     47        41        75        139        156   

Balance sheet data (end of period)

          

Cash

   $ 5        NA      $ 2      $ 3        NA   

Vacation ownership notes receivable, net

     595        NA        608        619        NA   

Inventory

     225        NA        213        189        NA   

Total assets

     1,533        NA        1,562        1,574        NA   

Securitized debt from VIEs

     207        NA        249        355        NA   

Total liabilities

     423        NA        455        548        NA   

Parent equity

     1,110        NA        1,107        1,026        NA   

Other financial data

          

Originated sales (2a)

   $ 162      $ 163      $ 323      $ 326      $ 324   

EBITDA (2b)

     95        87        165        264        291   

Adjusted EBITDA (2c)

     95        83        154        148        132   

Operating data

          

Tour flow (3)

     57,720        55,270        113,270        119,250        121,020   

Volume per guest (“VPG”) (4)

   $ 2,750      $ 2,890      $ 2,800      $ 2,680      $ 2,620   

Rental availability, net (5)

     770,130        815,350        1,566,990        1,607,730        1,494,410   

Keys rented (6)

     609,210        620,710        1,172,880        1,139,830        1,059,480   

Average daily rate (“ADR”) (7)

   $ 187      $ 172      $ 165      $ 163      $ 159   

Rental occupancy

     79     76     75     71     71

 

(1) Included in our results of operations is the development of the mixed used project, SRBH. The SRBH development included a 243-room luxury hotel, 306 private residences and an expansive complement of features and retail offerings. Construction of the 26-story complex began in late 2007 with the demolition of the legacy Sheraton Bal Harbour hotel and was completed in 2011, with opening in January 2012. The hotel portion of the project was transferred in 2012 to the Americas segment of Starwood as a wholly owned hotel. In addition to managing the development of SRBH, we also oversaw the marketing and sales efforts for the whole-ownership luxury residence portion of the project. The residential portion sold out by 2014 with a majority of the closings occurring in 2012 and 2013, as represented in the financial results of our residential segment. The sell out of the residential portion of SRBH generated approximately $1.1 billion in total revenues. As discussed in our Overview and Principles of Combination and Basis of Presentation sections in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Starwood will retain the legal entity remaining in our residential segment at the spin-off date, along with the rights to sell residential units using Starwood brand names.

 

(2) Non-GAAP financial measures:

 

  a. Originated sales

Originated sales represent the total amount of vacation ownership products under purchase agreements signed during the period where we have received a down payment of at least 10% of the contract price, reduced by actual rescissions and cancellations as well as incentives and other administrative fee revenues during the period. Originated sales is a non-GAAP financial measure and should not be considered in isolation or as an alternative to sales of vacation ownership products, net, or any other comparable operating measure prescribed by GAAP. Originated sales differs from sales of vacation ownership products, net that we report in our combined statements of comprehensive income due to the GAAP requirements for revenue recognition and are primarily impacted by rescission, buyer’s commitment and POC deferrals, provisions for loan losses, as well as adjustments for incentives and other administrative fee revenues. We consider originated sales to be an important operating measure because it reflects the pace of sales in our business.

 

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  b. EBITDA

EBITDA, a financial measure which is not prescribed by GAAP, reflects earnings excluding the impact of interest expense (other than consumer financing interest expense), income tax expense, depreciation and amortization. For purposes of our EBITDA calculation, we do not adjust for consumer financing interest expense because the associated debt is secured by vacation ownership notes receivable that have been sold to bankruptcy remote special purpose entities and is generally non-recourse to us. Further, we consider consumer financing interest expense to be an operating expense of our business. We consider EBITDA to be an indicator of operating performance. We also use EBITDA, as do analysts, lenders, investors and others, because it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company’s capital structure, debt levels and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies.

 

  c. Adjusted EBITDA

We evaluate Adjusted EBITDA, another non-GAAP financial measure, as an indicator of performance. Adjusted EBITDA excludes the impact of our restructuring charges/(credits), losses/(gains) on asset dispositions, impairments, the deferral adjustment associated with POC accounting guidelines reflecting its impact on our GAAP revenues and expenses and the operations of our residential business. We evaluate Adjusted EBITDA, which adjusts for these items to allow for period-over-period comparisons of our ongoing core operations, as it is a useful measure of our ability to service debt, fund capital expenditures and expand our business. The primary driver of the change from EBITDA to Adjusted EBITDA was the impact of SRBH activity prior to its sell out.

 

(3) Tour flow represents the number of sales presentations given at our sales centers during the period.
(4) VPG is calculated by dividing originated sales, excluding telesales and other sales that are not attributed to a tour at a sales location, by the number of sales guest tours. We believe that this operating metric is valuable in evaluating the effectiveness of the sales process as it combines the impact of average contract price with closing efficiency.
(5) Rental availability, net represents the number of available room-nights, net of rooms that are classified as out of order for maintenance or renovation or set aside as sales models at period end.
(6) Keys rented represents the total number of room-nights rented.
(7) ADR represents the average daily rental rate for an occupied room.

 

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements should be read in conjunction with the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our historical annual and interim combined financial statements and accompanying notes, which are included elsewhere in this information statement.

The unaudited pro forma combined financial statements set forth below are based on and have been derived from our historical combined financial statements, including the unaudited interim combined balance sheet as of June 30, 2015, the unaudited interim combined statement of comprehensive income for the six months ended June 30, 2015 and the audited combined statement of comprehensive income for the year ended December 31, 2014, which are included elsewhere in this information statement.

The unaudited pro forma combined income statements give effect to the spin-off and related transactions and events as if they had occurred on January 1, 2014. The unaudited pro forma combined balance sheet gives effect to the spin-off and related transactions and events as if they had occurred on June 30, 2015. In management’s opinion, the unaudited pro forma combined financial statements reflect adjustments that are both necessary to present fairly the unaudited pro forma combined income statements and the unaudited combined financial position of our business as of and for the periods indicated and are reasonable given the information currently available.

Our historical combined financial statements include allocations of certain expenses from Starwood, including expenses for costs related to functions such as information technology support, systems maintenance, financial services, human resources, and other shared services. These costs may not be representative, either positively or negatively, of the future costs we will incur as an independent, public company. Effective with the spin-off, we will assume responsibility for all of these functions and related costs. Certain of these activities will continue to be performed by Starwood under transition services agreements for a limited period of time. We will incur incremental costs as an independent public company, including costs to replace services previously provided by Starwood, as well as other stand-alone costs. Due to the scope and complexity of these activities, the amount and timing of these incremental costs could vary and, therefore, are not included as adjustments within the unaudited pro forma combined financial statements.

The unaudited pro forma combined financial statements are for illustrative and informational purposes only and are not intended to represent what our income or financial position would have been had the spin-off and transactions and events discussed below occurred on the dates indicated. The unaudited pro forma combined financial statements also should not be considered indicative of our future income or financial position as an independent, public company.

The unaudited pro forma combined financial statements have been prepared to give effect to the following:

 

    the transfer by Starwood to us, pursuant to the spin-off, of substantially all the assets and liabilities that comprise our business, including the Transferred Properties;

 

    the distribution of our common stock to Starwood’s stockholders (assuming a one to          distribution ratio);

 

    our entry into the Credit Facilities;

 

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    our entry into the License Agreement, which will require us to pay a fixed annual fee of $30 million, plus 2% of the applicable sales price paid to us or our affiliates for sales of vacation ownership interests that are identified with us and the Licensed Marks (see “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation—License Agreement” for a further description of the License Agreement);

 

    certain impacts of the various hotel management agreements; and

 

    the impact of removing our residential segment (the entity that developed SRBH), as well as the two legal entities comprising our ownership interests in Aruba that will be retained by Starwood, from our historical combined financial statements.

The unaudited pro forma combined financial statements do not include certain non-recurring separation costs that we expect to incur in connection with the separation. We will enter into agreements for Starwood to recover a portion of its separation costs from us in conjunction with the spin-off; these costs have not yet been finalized. We expect to fund these costs through cash from operations and, or if necessary, cash available from the Credit Facilities to be entered into prior to or concurrently with the completion of the separation. Due to the scope and complexity of these activities, the amount of these costs could increase or decrease materially and the timing of incurrence could change.

The impact of the Separation and Distribution Agreement, SPG Affiliation Agreement, Tax Matters Agreement, Employee Matters Agreement, Non-Competition Agreement, Transition Services Agreement and other commercial agreements between Starwood and us will be further evaluated for pro forma adjustments once the agreements have been finalized prior to the completion of the separation.

 

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Vistana Signature Experiences, Inc.

Unaudited Pro Forma Combined Balance Sheet

June 30, 2015

(in millions)

 

     Historical     Pro forma
adjustments
    Pro
forma
 

ASSETS

      

Cash

   $ 5      $ 200 (A)    $ 205   

Restricted cash

     39        —          39   

Accounts receivable, net

     39        —          39   

Vacation ownership notes receivable, net

     595        —          595   

Inventory

     225        —          225   

Property and equipment, net

     498        (15 )(C)      483   

Goodwill

     19        —          19   

Deferred tax assets

     55        (5 )(D)      50   

Other assets

     58        2 (B)      60   
  

 

 

   

 

 

   

 

 

 

Total assets

   $ 1,533      $ 182      $ 1,715   
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND PARENT EQUITY/STOCKHOLDERS’ EQUITY

      

Accounts payable

   $ 19      $ —        $ 19   

Accrued liabilities

     81        (2 )(C)      108   
       29 (D)   

Securitized debt from VIEs

     207        —          207   

Deferred revenues

     35        —          35   

Credit facility debt

     —          200 (A)      200   

Other liabilities

     81        (1 )(C)      80   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     423        226        649   
  

 

 

   

 

 

   

 

 

 

Net Parent investment

     1,159        (12 )(C)      1,115   
       —   (E)   
       2 (B)   
       (34 )(D)   

Common stock

     —          —   (E)      [—  

Additional paid-in-capital

     —          —   (E)      [—  

Accumulated other comprehensive loss

     (49     —          (49
  

 

 

   

 

 

   

 

 

 

Total Parent equity/stockholders’ equity

     1,110        (44     1,066   
  

 

 

   

 

 

   

 

 

 

Total liabilities and Parent equity/stockholders’ equity

   $ 1,533      $ 182      $ 1,715   
  

 

 

   

 

 

   

 

 

 

The accompanying notes to the unaudited pro forma combined financial statements are an integral part of the above statements.

 

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Vistana Signature Experiences, Inc.

Unaudited Pro Forma Combined Income Statement

Six months ended June 30, 2015

(in millions except per share data)

 

     Historical     Pro forma
adjustments
    Pro
forma
 

Revenues

      

Sales of vacation ownership products, net

   $ 169      $ —        $ 169   

Consumer financing

     41        —          41   

Resort and vacation network management

     34        —          34   

Resort operations and ancillary services

     143        —          143   

Cost reimbursements

     89        —          89   
  

 

 

   

 

 

   

 

 

 

Total revenues

     476        —          476   
  

 

 

   

 

 

   

 

 

 

Costs and expenses

      

Cost of sales of vacation ownership products

     41        —          41   

Sales and marketing

     84        —          84   

Consumer financing

     11        1 (H)      12   

Resort and vacation network management

     13        —          13   

Resort operations and ancillary services

     120        1 (G)      121   

Cost reimbursements

     89        —          89   

General and administrative

     23        —          23   

Depreciation and amortization

     19        —          19   

Restructuring charges, net

     1        —          1   

Royalty fee

     —          18 (F)      18   

Other, net

     (1     —          (1
  

 

 

   

 

 

   

 

 

 

Total costs and expenses

     400        20        420   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     76        (20     56   

Income tax benefit/(expense)

     (29     8 (I)      (21
  

 

 

   

 

 

   

 

 

 

Net income/(loss)

   $ 47      $ (12   $ 35   
  

 

 

   

 

 

   

 

 

 

Basic outstanding shares

     NA        (E  
       (J  

Basic EPS

     NA        (E  

Diluted outstanding shares

     NA        (E  
       (K  

Diluted EPS

     NA        (E  

The accompanying notes to the unaudited pro forma combined financial statements are an integral part of the above statements.

 

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Vistana Signature Experiences, Inc.

Unaudited Pro Forma Combined Income Statement

Year ended December 31, 2014

(in millions except per share data)

 

     Historical     Pro forma
adjustments
    Pro
forma
 

Revenues

      

Sales of vacation ownership products, net

   $ 321      $ —        $ 321   

Consumer financing

     83        —          83   

Resort and vacation network management

     63        —          63   

Resort operations and ancillary services

     259        —          259   

Cost reimbursements

     174        —          174   

Residential sales

     21        (21 )(C)      —     
  

 

 

   

 

 

   

 

 

 

Total revenues

     921        (21     900   
  

 

 

   

 

 

   

 

 

 

Costs and expenses

      

Cost of sales of vacation ownership products

     84        —          84   

Sales and marketing

     158        —          158   

Consumer financing

     24        3 (H)      28   
       1 (B)   

Resort and vacation network management

     28        —          28   

Resort operations and ancillary services

     234        2 (G)      236   

Cost reimbursements

     174        —          174   

Residential

     9        (9 )(C)      —     

General and administrative

     43        —          43   

Depreciation and amortization

     38        —          38   

Royalty fee

     —          36 (F)      36   

Other, net

     3        —          3   
  

 

 

   

 

 

   

 

 

 

Total costs and expenses

     795        33        828   
  

 

 

   

 

 

   

 

 

 

Equity earnings from unconsolidated joint venture

     1        —          1   
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     127        (54     73   

Income tax benefit/(expense)

     (52     21 (I)      (31
  

 

 

   

 

 

   

 

 

 

Net income/(loss)

   $ 75      $ (33   $ 42   
  

 

 

   

 

 

   

 

 

 

Basic outstanding shares

     NA        (E  
       (J  

Basic EPS

     NA        (E  

Diluted outstanding shares

     NA        (E  
       (K  

Diluted EPS

     NA        (E  

The accompanying notes to the unaudited pro forma combined financial statements are an integral part of the above statements.

 

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

 

(A) Represents an advance of $200 million under the Warehouse Credit Facility at June 30, 2015, based on the principal amount of eligible vacation ownership notes receivable at that date and an advance rate of 80%. The proceeds will be utilized to fund development activities and incremental standalone costs. While no amounts are expected to be drawn from the Revolving Corporate Credit Facility initially, Vistana has the ability to draw $100 million under this facility agreement.
(B) Reflects $2 million of estimated fees and costs expected to be incurred and capitalized in other assets at the transaction date, in connection with the Warehouse Credit Facility and the Revolving Corporate Credit Facility. The $1 million in expenses represents the amortization of the estimated fees and costs for our credit facilities over the duration of the debt repayments. The amortization of the estimated Warehouse Credit Facility fees and costs will be reflected in the consumer financing expense line item. The estimated fees and costs related to the Revolving Corporate Credit Facility will be amortized and recognized in non-operating expenses.
(C) Reflects the impact of removing our residential segment as well as the two legal entities comprising our ownership interests in Aruba that were historically managed by us and will be retained by Starwood.
(D) Reflects the pro forma income tax impact of removing businesses referenced in Note (C) above or were the result of applying the separate return methodology. There may be additional adjustments as a result of assets, liabilities or related expenses transferred to us in the spin-off for which the transfer has not been finalized. The estimate is not expected to be significantly different from the amounts presented in the pro forma combined financial statements.
(E) Represents the distribution of approximately          shares of our common stock at par value $0.01 per share to holders of Starwood common stock and the resulting elimination of Starwood’s net Parent investment.
(F) Represents the fixed and variable components of the royalty fees of $18 million and $36 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, under the License Agreements. The fixed fee is $30 million per year and the variable component is based on our vacation ownership product sales volumes that are identified with or use the Westin or Sheraton brands or the existing St. Regis and The Luxury Collection properties.

 

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(G) Represents the incremental management fees for the Transferred Properties resulting from the spin-off that totaled $1 million and $2 million for the six months ended June 30, 2015 and the year ended December 31, 2014, respectively.
(H) Reflects incremental interest expense in connection with:

 

    Entry into the Warehouse Credit Facility and estimated average borrowings under the Warehouse Credit Facility of $200 million for the six months ended June 30, 2015, and for the year ended December 31, 2014, respectively. Borrowings under the Warehouse Credit Facility are limited to eligible vacation ownership notes receivable at any point in time. The estimated monthly average borrowings under the Warehouse Credit Facility were based on our historical eligible notes receivable balances for the last 12 months. The applicable interest rate on outstanding borrowings under the Warehouse Credit Facility fluctuates with the one month LIBOR rate. Interest expense of $1 million and $3 million for the six months ended June 30, 2015, and the year ended December 31, 2014 respectively, was calculated assuming an average interest rate of approximately 1.30% and was recognized in consumer financing expenses.

 

(I) Represents the estimated tax impact of the above royalty, management fees and interest and amortization adjustments described in (B), (F), (G) and (H) above, as well as the removal of our residential segment and the two legal entities comprising our ownership interest in Aruba as described in (C) above, using a combined statutory federal and state tax rate of 38.5%.
(J) Pro forma earnings per share and weighted average shares outstanding reflect the estimated number of common shares we expect to be outstanding upon the completion of the distribution (based on an assumed distribution ratio of one share of Vistana common stock for every      shares of Starwood common stock).
(K) Pro forma diluted earnings per share and pro forma weighted average diluted shares outstanding reflect common shares that may be issued in connection with awards granted prior to the distribution under Starwood’s equity plans in which our employees participate based on the distribution ratio noted above in (E). While the actual dilutive impact will depend on various factors, we believe the estimate yields a reasonable approximation of the dilutive impact of Starwood’s equity plans.

We will enter into agreements for Starwood to provide certain services on a short-term transitional basis, including payroll, accounts payable and access to the software required to receive such services. Our future costs have not been finalized for these services. We expect to be charged based on the incremental resources required by Starwood to provide the transactional services or on an allocation based on usage of such software and services.

 

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THE VACATION OWNERSHIP INDUSTRY

The vacation ownership, or timeshare, industry is one of the fastest growing segments of the global travel and tourism sector. Vacation ownership generally offers a long-term or perpetual usage right in a resort-style villa. As evidenced in the chart below, vacation ownership sales in the United States have increased by over 700% over the last 30 years. This growth is mostly due to product evolution, an enhanced regulatory environment and the institutionalization of the industry, including the entry of branded lodging and entertainment companies, such as Starwood, Four Seasons Hotels & Resorts, Hilton Worldwide, Hyatt Hotels, Marriott International, The Walt Disney Company and Wyndham Worldwide.

According to the Owner’s Report Shared Vacation Ownership, 2014 edition, prepared by HSR Associated for AIF, approximately nine million families (8% of U.S. households) own a vacation ownership product. There were 1,555 timeshare resorts in the United States in 2014. Sales of vacation ownership product reached $10.6 billion in 2007. The industry experienced a contraction in 2008 and 2009, driven materially by developers managing their business at lower tour flow and sales levels, thus reducing their need for liquidity. Since 2009, vacation ownership sales volume has been on a strong growth trajectory, up 25% to $7.9 billion from 2009 to 2014.

Sales of Vacation Ownership Week Equivalents in the United States since 1985

($ in billions)

 

LOGO

Source: State of the Vacation Timeshare Industry - United States Study, 2015 edition, prepared by Ernst & Young for AIF, as of December 31, 2014.

 

Vacation ownership products offer many alternatives that allow vacationers to choose the product that best suits their lifestyle and travel preferences, including location, size of accommodation and time of year. Relative to hotel rooms, vacation ownership units typically offer more spacious floor plans and residential features including a living room, fully equipped kitchen, dining area and other residential features. Owners of vacation ownership interests also benefit from a cost structure that does not fluctuate on a daily basis. Compared to owning a vacation home in its entirety, key advantages of vacation ownership typically include a lower up-front acquisition cost, lower annual expenses, resort style features and services and an established infrastructure to exchange their usage rights for stays across multiple locations.

 

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Vacation ownership companies usually provide consumer financing to their purchasers. Customers that utilize this financing generally make a down payment equal to 10% to 20% of the purchase price. Historically, most loans have had seven- to ten-year terms with interest rates ranging from 10% to 18% and are fully-amortizing. Consumer financing efforts are supported by well-developed asset-backed financing markets. To finance these lending activities, vacation ownership companies typically access conduit-style financing receiving advance rates ranging from 75% to 85% of the outstanding principal balances. After the loans have exhibited required minimum payment activity, vacation ownership companies typically access the securitization markets to obtain long-term capital and liquidity. The difference between the interest rates provided to vacation ownership purchasers and the interest rates at which vacation ownership companies secure their capital generates profits and cash flows for vacation ownership companies. Upon a loan default, the vacation ownership company may recover on the ownership interest securing the loan and remarket the interest for sale. Vacation ownership loans perform well relative to securitizations in other consumer products. Since 2008, the average monthly default rate of securitized vacation ownership loans was 0.7%, which compares with 1.6%, 5.1% and 2.2% in the automobile, bank card and home mortgage industries, respectively.

Vacation ownership resorts in the United States typically form not-for-profit HOAs, which serve at the direction of elected boards of directors. The HOA is responsible for administering the property on behalf of the owners which includes overall asset maintenance, long-term planning and, in many cases, ensuring that capital needs are met. In most resorts, the HOA hires a management company, generally an affiliate of the developer, to operate the resort on a day-to-day basis. Owner participation in the HOA is generally mandatory. To fund the ongoing operational costs of the vacation ownership resort, each owner is required to pay a maintenance fee equal to his or her pro rata share of operating and capital expenses. In addition to operating costs, these costs typically include management fees and expenses, taxes, insurance and other allocable costs. If an owner fails to pay the maintenance fee, a default occurs that may result in the loss of the owner’s interest. Upon a payment default, an HOA will endeavor to find a new owner that will pay its share of the resort costs. As such, HOAs may seek the services of a management company that has marketing and distribution capabilities to re-sell recovered ownership interests.

Many vacation ownership users enjoy the flexibility to exchange their usage rights in a given year for stays in other resorts within the developer network or with a third-party exchange company. Exchanging within a developer network typically results in consistency of experience relative to an owner’s home resort. Exchanging with an internal exchange or a third-party company typically offers additional options and locations. According to the 2012 World Wide Shared Vacation Ownership Report, 2012 edition, prepared by Oxford Economics and TRiG for AIF, there are over 5,000 vacation ownership resorts in over 100 countries, many of which are available through these third-party exchange networks. Further enhancing flexibility, some developers have hotel or rewards affiliation agreements that enable owners to exchange their VOI usage right in a given year for use in a hotel network, airline flights or goods and services.

 

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BUSINESS

The Company

We are the exclusive worldwide developer, marketer, seller and manager of high-end vacation ownership properties for the upper-upscale Westin and Sheraton brands. Our network consists of 19 vacation ownership resorts and three fractional residence properties located in key vacation markets in appealing destinations within the United States, Mexico and the Caribbean. Our resorts and our affiliation with the SPG Program provide our owners with world-class vacation experiences and access to approximately 1,200 Starwood hotels and resorts around the world. We generate most of our revenue from selling VOIs, financing our customers’ VOI purchases, managing our resort and vacation network and providing on-site rental and ancillary hospitality services.

During our 35-year operating history we have developed approximately 5,000 vacation ownership units, which we refer to as villas, sold more than $6 billion of VOIs and established an ownership base of approximately 220,000 owner-families. Our development experience ranges from hotel conversions to purpose-built single-site resorts in excess of a thousand units constructed in phases. We expect to grow our business through development of additional phases at existing resorts, developing new resorts in existing markets, converting all or part of our Transferred Properties to vacation ownership products and expanding our sales distribution capabilities.

 

    Additional phases at existing resorts. We have near-term plans to develop additional phases at several of our existing resorts, including Sheraton Vistana Villages in Orlando, Florida, The Westin Desert Willow Villas, in Palm Desert, California and The Westin St. John Resort & Villas in St. John, U.S. Virgin Islands. We also have capacity for additional phases at our South Carolina and Colorado resorts.

 

    New resorts in existing markets. In February 2015, we announced a 390-villa development at The Westin Nanea Ocean Villas in Maui, Hawaii, which we expect to begin pre-selling before year-end of 2015. We will pursue additional development opportunities in our other existing markets that have similarly strong customer appeal, proven performance and cost efficient distribution.

 

    Hotel conversions. The Transferred Properties will result in five additional Westin and Sheraton branded properties being owned by the Company. Over time, we intend to convert some or all of these properties, in whole or in part, into vacation ownership properties that will provide us with additional VOI inventory in highly desirable locations. We expect to have opportunities to evaluate additional Starwood and non-Starwood hotel conversions.

 

    Accelerated distribution. We expect to generate additional sales capacity and tour volume by opening new sales galleries at select Transferred Properties. We intend to use these new sales galleries to market VOIs at our existing resorts. Once the sales process begins for the Transferred Properties, these sales galleries will serve primarily as distribution channels for the applicable Transferred Property.

We are well-positioned to capitalize on the growing market for vacation ownership product, due to our high-quality brands, SPG Program affiliation, superior reputation, distribution channels, sales infrastructure, existing inventory and development opportunities at our attractive, highly-desirable resort destinations. We have benefitted from strong continuity across our senior management team, with members of senior management having worked with the Company for over 20 years on average. Our execution capabilities are supported by our existing workforce of approximately 5,300 associates employed at our corporate offices, vacation ownership resorts and certain of the Transferred Properties upon completion of the spin-off.

 

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Our Name

As we continue to work toward the completion of the spin-off process, we are pleased to unveil our new corporate name—Vistana Signature Experiences. This new, yet familiar, name builds on a 35-year history and our recognized reputation for excellence. While our name is familiar, our new look represents the exciting future opportunities that exist for our owners, associates, guests and stockholders as we seek to continue to deliver the exceptional experiences that our travelers have come to expect.

More than a reflection of our enduring history, we believe the name Vistana captures the essence of who we are: a forward-looking company that empowers travelers to expand their travel horizons, and see the world in new and unexpected ways. Signature Experiences speaks to what our customers expect from us and what we deliver—personalized travel experiences that are unique and memorable—as unique as their own signature.

Vistana Signature Experiences will complement the strength of the iconic Westin and Sheraton brands and the power of the SPG Program—all of which resonate and connect with our owners and guests—and remain integral to their affinity with our Company and their use and enjoyment of our products and services.

We will continue to operate our business under the Starwood Vacation Ownership name until completion of the spin-off.

Our History

Our business was established in 1980. Prior to our acquisition by Starwood in 1999, we operated as a private company, a public company subsidiary and a public stand-alone company. We believe that our premier vacation destinations and corporate culture of delivering operational excellence and outstanding customer experiences are key drivers that will continue to create value for our stakeholders. We opened our first vacation ownership resort in Orlando, Florida and have expanded our resort portfolio into other attractive vacation destinations including Hawaii, Mexico, Arizona, California, Colorado, South Carolina and the Caribbean.

In the 1980s, we transitioned from a developer of resort projects to a fully-integrated operating company, and in the 1990s, we expanded our revenue opportunities and enhanced the value proposition of our VOI products by further expanding our number of resorts. This continued evolution of the Company’s business activities led to a number of VOI product enhancements, which have, in turn, led to a significant improvement in our sales. The following are some of the product enhancements that we have implemented over the past 35 years from the original fixed week product offered by the industry in its early years:

 

    Floating week VOIs. Our floating week product enables our customers to reserve any week during the year within a season, subject to availability at their resort of ownership.

 

    Biennial ownership. Biennial VOIs provide our owners the flexibility to purchase VOIs for use in perpetuity, on an every other year basis. This product has a great appeal to our owner base wishing to add to their existing ownership. Additionally, this product broadened our access to customers interested in our resort network at a lower initial purchase price. These owners often add to their initial ownership over time.

 

    Lock-offs. Lock-off units have two separate entrances with an adjoining, lockable door. These types of units allow owners to split the unit’s use, including the exchange of the occupancy right attributable to a portion of the unit or the extension of the vacation period in one portion of the accommodation.

 

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    Mixed-use locations. Our mixed-use vacation ownership resorts are located adjacent to, or in close proximity to full-service hotels and thereby offer our customers access to the hotel’s amenities. The Harborside Resort at Atlantis was our first mixed-use resort. Since developing the Harborside Resort, we have opened additional mixed-use resorts in Hawaii, Arizona, California, Colorado and St. John.

 

    Points-based internal exchange. Our internal exchange is a points-based overlay that provides our owners with the benefit of having a home resort and enhances their flexibility to vacation at any resort within our vacation ownership network. Our points-based system offers our customers the ability to reserve nightly stays, flexible check-in dates and multi-year use of their annual VOI occupancy right.

 

    SPG Program. Our affiliation with the SPG Program will provide our owners an opportunity to achieve elite status in Starwood’s award-winning loyalty program and the ability to convert their applicable annual VOI occupancy right into Starpoints.

 

    Sheraton Flex program. The Sheraton Flex program is a recently introduced points-based product that offers ownership in a product featuring multiple home resorts where owners are entitled to an exclusive advanced booking window.

We continue to focus on the evolution of products that deliver great experiences with maximum flexibility for our owners and customers.

 

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The following timeline notes significant steps in the evolution of our business and product offerings to date:

 

 

LOGO

On February 10, 2015, Starwood announced its plan to spin off our business as a separate publicly traded company. Vistana was incorporated in Delaware on June 10, 2015. Our corporate headquarters is located in Orlando, Florida.

 

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Our Strengths

We expect to grow our leadership in the industry by leveraging our strengths, which include world-class resorts and locations, exclusive use of the Westin and Sheraton brands for vacation ownership and affiliation with the SPG Program, exceptional product usage flexibility, development expertise, marketing and sales execution, highly predictable and recurring revenue streams, customer satisfaction and retention, operational excellence due to our experienced management team and significant available existing inventory and development opportunities.

World-class resorts in key locations with year-round appeal

Our resorts are located in some of the most sought-after vacation destinations in North America and the Caribbean, including Orlando, Hawaii and Mexico. For example, our two largest properties are located in Orlando, Florida, which was the most visited destination in the United States with over 62 million visitors in 2014; Hawaii, our second largest market, experienced a record of 8.2 million visitors with an average length of stay in excess of nine days in 2014; and Mexico, which was one of the most visited spots for American travelers in 2014.

Furthermore, our resorts and staff are consistently recognized for their excellence in hospitality by some of the most reputable industry groups and respected publications in the world. Whether recognized by industry leaders or guests, these awards and accolades reflect our commitment to operational excellence and a dedication to providing exceptional guest experiences.

Exclusive use of the Westin and Sheraton brands for vacation ownership and affiliation with the SPG Program

We are affiliated with Westin and Sheraton, the largest brands in the Starwood network, comprising over 600 hotels and approximately 225,000 rooms. The scale and positive attributes of these hotels enhance the reputation of our vacation ownership resorts.

Our License Agreement and SPG Affiliation Agreement with Starwood will provide us with unique and significant customer acquisition and product use benefits. We also have access to Starwood’s customer database through which we can cost-effectively source customer information for VOI sales purposes. Furthermore, access to the SPG Program is a key value driver for our owners that adds to their enjoyment of our product and supports our sales effort. In addition, we rent our nightly available inventory through Starwood’s websites and its other distribution channels. In doing so, we gain exposure to prospective customers that may already have knowledge of and affinity for Starwood brands while contributing to our resort revenues and income.

Exceptional product usage flexibility

Our vacation ownership program is structured to provide our owners with substantial product usage flexibility. Owners may use their VOIs in a variety of ways:

 

    Home Resort Feature. Owners have access to an exclusive advanced booking window at their home resorts, which provides them with the annual ability to reserve a unit of choice with preferred vacation dates. In addition, at some resorts customers may have the option for an additional premium to fix their unit of choice and/or their preferred dates as part of their ownership use plan.

 

    Our Vacation Network. We utilize a points-based feature that enables our owners to exchange their annual VOI occupancy right to stay at any of our beach, family, golf, island, mountain or winter destinations. We believe our implementation of the Westin and Sheraton standards and policies provide our owners, guests and customers with excellent service and amenities across our portfolio.

 

    SPG Program. Our owners may exchange their occupancy rights in a given year for Starpoints, which may be redeemed for stays at Starwood’s approximately 1,200 worldwide hotel and resort properties that participate in the SPG Program. In addition, Starpoints can be redeemed for airline flights or other special offers and unique experiences provided by the SPG Program via preferred relationships.

 

    Third-Party External Exchange. Most of our owners have the option to exchange their occupancy right in a given year, via third-party exchange companies, for stays at vacation ownership properties outside our network. For example, we have a corporate relationship with Interval International, which has a global exchange network encompassing approximately 2,900 resorts in over 80 countries.

 

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In all, our resort network and affiliation agreements with the SPG entities and third-party external exchange companies provide our customers with access to over 4,000 properties, cruise itineraries and other vacation and entertainment alternatives.

Development expertise

We have a long, successful record of strategically sourcing, evaluating and developing financially successful resorts in the most sought-after vacation destinations with access to high-end services and amenities. Our Company has developed over 5,000 villas across the United States, the Caribbean and Mexico. The scope of our resort development activities ranges from master-planned, large-scale developments to hotel inventory conversions. Our expertise in designing and developing large-scale, purpose-built vacation ownership resorts that began with Sheraton Vistana Resort, which is a 1,500-villa resort built in phases over multiple years. Along with large-scale developments, we have also executed projects in a mixed-use environment, including The Westin Mission Hills Resort Villas and The Westin Kierland Villas, each of which is comprised of approximately 150 villas. Our first hotel conversion was The St. Regis Residence Club, Aspen in 2003, converting 98 hotel rooms into 25 fractional residences. As part of this conversion, we maintained a high-quality hotel guest experience while delivering premium fractional residences. After completion of The St. Regis Residence Club, Aspen we utilized a similar approach to convert a part of The St. Regis, New York into 31 fractional residences and a portion of The Westin St. John Resort into VOI villas.

Marketing and sales execution

We believe the vacation ownership product represents a discretionary purchase and its average contract price typically reflects a meaningful decision. Therefore, we provide the customer with an in-depth presentation of the Westin and Sheraton brands, the affiliation with the SPG Program and the variety of ways in which they can benefit from our exceptional product usage. We have a wide variety of sophisticated marketing channels through which we generate a predictable source of tour flow of well-qualified potential buyers with an affinity for travel. Our presentation is conducted by a well-trained professional sales executive in a state-of-the-art, branded sales gallery. Product features and benefits, as well as a variety of purchase financing options are reviewed with our sales guests. The combined execution of our marketing and sales process is a critical element of the vacation ownership business model and we believe an area of strength for our Company.

Highly predictable and recurring revenue from our management services

We enter into management agreements with HOAs at each of our resorts and, generally, pursuant to a cost-plus management fee contract, earn, on average, 9% of the costs to operate the applicable resort. The services we typically provide include reservations, check-in, housekeeping, maintenance and other association management services. Since our inception, we have retained all of our management contracts at the resorts we have developed. We also earn annual and transactional fees from approximately 165,000 of our owner-families that participate in and use our internal exchange network.

Customer satisfaction and retention

We hold ourselves to high standards and strive to ensure that each of our VOI owners, sales guests and resort customers is provided with a world-class experience. Our resorts consistently achieve among the highest guest experience ratings within the Starwood system with more than 80% of owners and guests indicating both a strong “Likelihood to Return” and “Likelihood to Recommend” in 2014. High customer satisfaction results in high utilization of our resorts by our owners and rental customers, as well as better sales conversion rates from our sales guests. Evidencing this satisfaction, our average owner occupancy rate was 89% in 2014, as compared to the overall vacation ownership industry average of 79% in 2014 reported by AIF. Our strong customer satisfaction is evidenced by 52% of our sales being attributed to existing owners, strong brand satisfaction scores at our branded properties and low default rates in our consumer finance portfolio.

Operational excellence due to our experienced management team

We have a highly experienced management team that has significant longevity at our Company and in the vacation ownership industry generally, with team members averaging in excess of 20 years of experience with us. We have a long-standing culture of execution excellence, evidenced by our award-winning resorts, favorable satisfaction surveys and financial results. We strive to ensure that each interaction with a VOI owner, sales guest or resort customer is reflective of our culture. We believe our management team’s depth of experience will enable us to maximize customer and stakeholder value by capitalizing on growth opportunities in our industry.

 

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Our management team will be led by Matthew E. Avril as Chief Executive Officer following completion of the spin-off. Mr. Avril, who has over 25 years of experience in the vacation ownership and branded hospitality industry, retired as President of Starwood’s Hotel Group in 2012, a position he held since September 2008, where he had oversight responsibility for Starwood’s global hotel operations and global sales organization. Prior to this role, Mr. Avril was President and Managing Director of Operations for SVO from May 2005 until August 2008 and, immediately prior, from April 2003 to May 2005, served as Senior Vice President, Managing Director of Operations for SVO. Mr. Avril was with SVO’s predecessor entity, Vistana, Inc., for the ten-year period from January 1989 to December 1998, serving in a variety of leadership roles, including its Executive Vice President and Chief Operating Officer, and, prior to that, its Chief Financial Officer.

Our Chief Operating Officer will be Stephen G. Williams, who has over 35 years of experience in the vacation ownership, fractional, residential and branded hospitality industry and is currently Chief Operating Officer of SVO, responsible for leading SVO’s sales and marketing, resort/vacation network operations, brands, creative design and guest/owner relationship teams. During his tenure at SVO, Mr. Williams served in increasingly senior sales and marketing roles prior to becoming Chief Operating Officer in 2012. Mr. Williams started in the resort industry in 1980 and, prior to joining SVO in 2000, worked for Marriott Vacation Club International, Fairfield Communities Inc., as well as Eaton International Corporation.

Our Chief Financial Officer will be Heather McGill, who has over 17 years of experience in the vacation ownership and branded hospitality industry and is currently Chief Financial Officer of SVO, responsible for leading SVO’s financial operations. During her tenure at SVO, Ms. McGill served in increasingly senior technical and leadership roles supporting and advising SVO’s finance, development and construction functions prior to becoming Chief Financial Officer in 2011. Ms. McGill is a certified public accountant and, prior to joining SVO in 1998, served as an auditor for PricewaterhouseCoopers LLP.

Significant available existing inventory and development opportunities

The Company has significant short-term and long-term inventory as well as identified VOI inventory growth opportunities including additional phases at existing resorts, new resorts in existing markets, and VOI conversions at the Transferred Properties. Our current vacation ownership properties and our development pipeline provide us with VOI inventory opportunities in highly desirable resort locations. We also may in the future have opportunities to evaluate additional inventory growth opportunities, including converting existing Starwood and non-Starwood affiliated hotels into vacation ownership properties, to further supplement our VOI inventory.

Business Strategy

Our objective is to provide best-in-class vacation ownership experiences and generate sustained stockholder value through the implementation of our business strategies. We intend to utilize our strengths to pursue these objectives through the following investment and growth strategies:

Focus on premier resort locations

We will continue to focus on operating resorts in the most sought-after vacation destinations that supply us with robust distribution opportunities. Our existing resorts are concentrated in some of the most visited destinations in North America and the Caribbean, and include Orlando, which is an entertainment hub and home to Walt Disney World in addition to other globally-recognized entertainment theme parks, and is the number one ranked tourist destination in the United States; Hawaii, which remains one of the most popular vacation destinations in the world; and the U.S. Virgin Islands, which were voted the second-best island destination in the world by TripAdvisor in 2013.

An example of our focus on premier resort locations is The Westin Nanea Ocean Villas in Maui, Hawaii, which is currently under development with plans for 390 villas. The Westin Nanea Ocean Villas is located in the heart of one of Maui’s most desirable beach and outdoor activity areas and represents one of the last development opportunities on the award-winning Ka’anapali Beach. The Westin Nanea Ocean Villas development is adjacent to two of our resorts, The Westin Ka’anapali Ocean Resort Villas and The Westin Ka’anapali Ocean Resort Villas North, which are comprised of 538 villas/1,021 keys and which will serve as valuable distribution channels when we begin sales by the fourth quarter of 2015.

In addition, the Transferred Properties that we intend to convert, in whole or in part, over time into vacation ownership products, are located in Hawaii, Mexico and Colorado. Collectively, these properties represent oceanfront and ski-in/ski-out resorts, reflecting our strategy of maintaining our focus on highly desirable vacation destinations.

 

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Grow sales through development in existing markets and enhanced distribution

We intend to sustain and grow our VOI sales origination efforts by leveraging our globally recognized brands, maximizing our affiliation with Starwood, marketing to our existing ownership base of approximately 220,000 owner-families for additional sales and enhancing sales distribution to prospective sales guests. We expect revenue growth will primarily originate from the development and sale of VOIs in existing markets, conversion of and VOI sales at our Transferred Properties and added distribution through new sales centers.

Further, we believe we can improve the overall effectiveness of our sales process as we are able to offer an increasing variety of new resorts and other product enhancements we may introduce over time. Deploying capital in our existing markets leverages our established owner base and in place sales and marketing infrastructure. We expect to have the ability to deliver an additional 1,148 villas at our existing resorts. We also expect to generate sales from the development of new resorts, the first of which, The Westin Nanea Ocean Villas, is expected to begin presales by the fourth quarter of 2015. In addition, our Transferred Properties, located in our existing markets of Hawaii, Mexico and Colorado, are expected to provide us with a source of additional VOI inventory.

We expect to enhance distribution and increase tour flow through our Transferred Properties. We intend to open on-site sales galleries at certain Transferred Properties, which will generate guest tours from our hotel customers as well as promotional stays for our prospective sales guests. Further, we believe we can improve the overall effectiveness of our sales process as we are able to offer an increasing variety of new resorts and other product enhancements we may introduce over time.

Drive continued earnings from our consumer finance business

We offer our customers flexible financing alternatives in connection with their VOI purchases. In 2014, approximately 77% of our customers utilized a loan from us. On average, these customers finance 73% of their purchase price at a weighted-average interest rate of approximately 13.5%. Of the 73% of purchases financed, approximately 30% are paid in full within 180 days.

Our vacation ownership notes receivable portfolio, which is approximately $700 million, provides us with stable and recurring revenues from interest income and continues to experience strong performance with historically low delinquency and default rates. We access operating liquidity by receiving an advance rate on the pledge of these receivables in the asset-backed financing markets. Our securitized portfolio has provided us with a weighted average positive interest spread of approximately 9.6% for the three year period ending December 31, 2014.

Consumer finance revenues are expected to grow with the size of our loan portfolio, which is typically tied to our VOI sales volume net of prepayments as well as consumer defaults. Our portfolio is generally comprised of long-term loans and borrowers with an established payment history, which provides an expectation for a long-term stream of interest income and low default rates. As of December 31, 2014, our loan portfolio had a weighted average originated FICO score of 712, 2.7 years of payment history and remaining loan life of 7.7 years. At the end of 2014, our static pool model, which includes over 14 years of loan data, had a cumulative default rate of 9.2%.

Grow our highly predictable fee businesses

We intend to grow our highly predictable fee business that we earn on the recurring revenue from our resort management, vacation network and owner services activities. Our management fee revenue is generated from contracts we enter into with the HOAs at our resorts. These contracts typically provide us with a cost-plus management fee that averages 9% of the costs to operate the applicable resort and are generally not affected by fluctuations in rental rates or occupancy at our resorts. Furthermore, we expect to achieve incremental revenue growth from increases in the number of VOIs under management, the addition of new services for our owners and the addition of new members.

 

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Our vacation network and owner services infrastructure provide our owners with substantial flexibility to use their VOIs outside of their home resort year-round. In 2014, approximately 165,000 owner-families paid approximately $23 million of membership fees to participate in our vacation network.

Deliver world-class experiences to our owners, sales guests, resort customers and be an employer of choice

We are an integrated hospitality company focused on providing our owners, sales guests and resort customers with memorable vacation experiences. This focus is a cornerstone in our business, which we believe has enabled us to consistently deliver world-class experiences in resort destinations and achieve high levels of customer satisfaction.

We seek to be the employer of choice in the markets in which we compete. Engaging associates in the success of our business continues to be one of our long-term core strategies, which attracts new associates and provides existing associates with incentives to deliver memorable guest experiences that lead to long-term relationships and strong operating results.

Maintain an efficient balance sheet

We expect to maintain a prudent level of debt and ensure access to capital commensurate with our operating needs, growth profile and risk mitigation policies. We intend to meet our liquidity needs through operating cash flow, the Credit Facilities and continued access to the asset-backed financing market.

Further, we intend to regularly review capital efficient opportunities, balancing our capital structure strategy with overall stockholder returns. Examples of capital efficient strategies include phased development of inventory, which limits the amount of unsold VOI inventory on our balance sheet at any time; incorporating a pre-sales component to our future securitization of vacation ownership notes receivable, which maximizes working capital by allowing us to raise cash from our consumer financing before a resort receives its certificate of occupancy; and establishing special purpose entities or joint ventures that reduce or limit our development risk and result in diversified sources of capital.

Our Resorts, Properties and Land

Upon completion of our spin-off, we expect our network to include 19 vacation ownership resorts, three fractional residence properties, the Transferred Properties and land where we have begun to or may choose to develop additional VOIs.

 

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Existing Resorts and Land

 

    

Location

  

Primary

Experience (1)

   Units (2)  

Resort Name

         Completed      Planned (3)      Total  

Vacation Ownership Resorts

              

Sheraton Vistana Resort

   Orlando, FL    Theme park      1,566         —           1,566   

Sheraton Vistana Villages

   Orlando, FL    Theme park      892         734         1,626   

Vistana’s Beach Club

   Jensen Beach, FL    Beach      76         —           76   

Sheraton PGA Vacation Resort

   Port St. Lucie, FL    Golf      30         —           30   
        

 

 

    

 

 

    

 

 

 

Florida Total (4)

           2,564         734         3,298   

The Westin Nanea Ocean Villas (5)

   Maui, HI    Beach      —           390         390   

The Westin Ka’anapali Ocean Resort Villas

   Maui, HI    Beach      280         —           280   

The Westin Ka’anapali Ocean Resort Villas North

   Maui, HI    Beach      258         —           258   

The Westin Princeville Ocean Resort Villas

   Kauai, HI    Beach      173         —           173   
        

 

 

    

 

 

    

 

 

 

Hawaii Total (4)

           711         390         1,101   

The Westin Lagunamar Ocean Resort Villas & Spa

   Cancun, MX    Beach      290         —           290   

The Westin St. John Resort & Villas

   St. John, USVI    Beach      164         88         252   

Harborside Resort at Atlantis (6)

   Nassau, Bahamas    Beach/Casino      198         —           198   
        

 

 

    

 

 

    

 

 

 

Mexico and The Caribbean Total (4)

           652         88         740   

Sheraton Broadway Plantation

   Myrtle Beach, SC    Golf/Beach      342         160         502   
        

 

 

    

 

 

    

 

 

 

South Carolina Total

           342         160         502   

The Westin Mission Hills Resort Villas

   Rancho Mirage, CA    Golf/Desert      158         —           158   

The Westin Desert Willow Villas, Palm Desert

   Palm Desert, CA    Golf/Desert      134         166         300   
        

 

 

    

 

 

    

 

 

 

California Total

           292         166         458   

The Westin Kierland Villas

   Scottsdale, AZ    Golf/Desert      149         —           149   

Sheraton Desert Oasis Villas

   Scottsdale, AZ    Golf/Desert      150         —           150   
        

 

 

    

 

 

    

 

 

 

Arizona Total

           299         0         299   

Sheraton Mountain Vista

   Vail Valley, CO    Ski/Mountain      78         —           78   

The Westin Riverfront Mountain Villas

   Vail Valley, CO    Ski/Mountain      34         —           34   

Lakeside Terrace Villas

   Vail Valley, CO    Ski/Mountain      23         —           23   

Sheraton Steamboat Resort

   Steamboat Springs, CO    Ski/Mountain      21         —           21   
        

 

 

    

 

 

    

 

 

 

Colorado Total (4)

           156         0         156   
        

 

 

    

 

 

    

 

 

 

Total Vacation Ownership Resorts, 19 Operating and 1 Under Development

           5,016         1,538         6,554   
        

 

 

    

 

 

    

 

 

 

Yield on Remaining Inventory Available for Sale (7)

         $ 750 million         
        

 

 

       

Fractional Residence Properties

              

The Phoenician Residences, The Luxury Collection Residence Club

   Scottsdale, AZ    Golf/Desert      6         —           6   

The St. Regis Residence Club, Aspen

   Aspen, CO    Ski/Mountain      25         —           25   

The St. Regis Residence Club, New York

   New York, NY    City/Cultural      31         —           31   
        

 

 

    

 

 

    

 

 

 

Total, 3 Fractional Residence Properties

           62         0         62   
        

 

 

    

 

 

    

 

 

 

Total Properties, 22 Operating and 1 Under Development

           5,078         1,538         6,616   
        

 

 

    

 

 

    

 

 

 

 

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(1) Denotes primary experience. All of our resorts enjoy multiple attractions and experiences, including many with attractive year round weather and other vacation/entertainment experiences.
(2) As of December 31, 2014.
(3) These properties are entitled for vacation ownership use and are currently in either development, planning or evaluation stages.
(4) Excludes additional developable land in Florida, Hawaii, St John, Mexico and Colorado, which are not included in our near term development plans but are under evaluation for longer-term inventory needs.
(5) Currently under construction.
(6) Unconsolidated joint venture that is materially sold out. We continue to manage an on-site sales operation on behalf of the joint venture.
(7) Sales volume remaining in completed units as of December 31, 2014 excluding Harborside Resort JV. Yield based on inventory pricing as of year-end 2014.

Transferred Properties

Upon completion of our spin-off we will own five properties which we intend to convert, in whole or in part, to vacation ownership inventory over time. Each of these properties, other than The Westin Resort & Spa, Los Cabos, is currently operating as a hotel. We anticipate the conversions will occur over time and in phases intended generally to match projected inventory management needs. The scope and timing of the conversions is dependent on the particular property, but may include improvements to existing infrastructure and amenities as well as the conversion of hotel keys to villa inventory. At completion of the spin-off, the Transferred Properties will be managed by Starwood. While the ultimate scope and timing and related costs associated with the conversions have not yet been determined, conversion planning is currently underway for The Westin Resort & Spa, Cancun, The Westin Resort & Spa, Los Cabos, the Sheraton Steamboat Resort and the Sheraton Kauai Resort, including the creation of master plans and phasing timelines as well as the evaluation of related costs. Our conversion plans for The Westin Resort & Spa, Puerto Vallarta are currently in the initial evaluation phase. See “Risk Factors” for further discussion of risks associated with our real estate development activities.

 

Transferred Properties

   Location    Experience    Hotel
Rooms
 

The Westin Resort & Spa, Cancun

   Cancun, MX    Beach      379   

The Westin Resort & Spa, Puerto Vallarta

   Puerto Vallarta, MX    Beach      280   

The Westin Resort & Spa, Los Cabos (1)

   Los Cabos, MX    Beach      243   

Sheraton Kauai Resort

   Kauai, HI    Beach      394   

Sheraton Steamboat Resort (2)

   Steamboat Springs, CO    Ski/Mountain      264   
        

 

 

 

Total

           1,560   
        

 

 

 

 

  (1) The Westin Resort & Spa, Los Cabos was damaged by Hurricane Odile in September 2014. As of the date of this filing, the hotel is closed for related repairs.
  (2) The vacation ownership portion of Sheraton Steamboat Resort is also included in our count of 19 operating vacation ownership resorts.

For the periods presented these assets are recorded within property and equipment, net on our combined balance sheet. When we begin conversion of the properties, the costs related to those components under development will be transferred from property and equipment, net to inventory. Costs expended to complete the phased conversion of these properties will be recorded within the inventory and property and equipment, net line items on our combined balance sheets. The costs recorded to property and equipment, net are related to the developer retained assets within the projects.

Our Licensed Brands

We intend to enter into a License Agreement with Starwood, which will, among other things, provide us with an exclusive license agreement to design, build, manage and maintain our existing and future vacation ownership resorts under the Westin and Sheraton brands. In addition, we will have a license to use the St. Regis and The Luxury Collection brands in connection with existing fractional residence properties. We intend to continue to leverage these leading brands to deliver value to our owners, guests, customers and stockholders. Our owners will continue to enjoy exceptional levels of service and programming and elite status within the SPG Program. We expect to continue to benefit from an affiliation with these brands providing us an opportunity to source new customers through our sales and marketing activities. We may also propose future vacation ownership projects to Starwood, including fractional projects, under one of Starwood’s brands other than Westin and Sheraton, subject to Starwood’s review and approval, in its sole discretion, and agreement on economics and other terms of a separate license agreement for any such project.

Westin®

As an upper-upscale leader in hospitality with an emphasis on wellness and design, Westin combines innovative products and programs with stylish design. From the world-renowned Heavenly Bed to the

 

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WestinWORKOUT Fitness Studio, the Westin brand provides guests superior products and unique experiences. Westin Vacation Club embraces the brand attributes and demonstrates sophisticated style and experience within a vacation ownership property. As of December 31, 2014, our Westin Vacation Club portfolio consisted of nine resorts in eight destinations in Hawaii, Mexico, Arizona, California, Colorado and St. John. Owners in our Westin-branded vacation ownership resorts receive Gold-level SPG Program membership.

Sheraton®

Sheraton has over 75 years of history and is an iconic global hospitality brand that provides a warm welcome and creates opportunities for guests to connect with each other and their important life relationships. Sheraton Vacation Club serves the upper-upscale tier of vacation ownership, targeting customers who tend to vacation regularly with immediate and extended family. As of December 31, 2014, our Sheraton Vacation Club portfolio consisted of seven resorts in six destinations in Florida, Arizona, Colorado and South Carolina. Owners in our Sheraton-branded vacation ownership resorts receive Gold-level SPG Program membership.

St. Regis®

Combining classic sophistication and tradition with a modern sensibility, the St. Regis brand is committed to delivering exceptional experiences for today’s global elite travelers. The St. Regis Residence Club offers the luxury of fractional ownership through the St. Regis Residence Club, New York and the St. Regis Residence Club, Aspen for those who seek rare and exclusive opportunities. Residence Club Members at these properties enjoy bespoke services and amenities including a personal travel concierge. Owners in our St. Regis-branded fractional ownership properties receive Platinum-level SPG Program membership.

The Luxury Collection®

The heritage of The Luxury Collection is defined through authentic experiences and impeccable service. The Phoenician Residences, a Luxury Collection Residence Club in Scottsdale is the brand’s only fractional ownership community where owners enjoy multi-week fractional ownership in a supreme setting with premier amenities, including a personal travel concierge. Owners in our The Luxury Collection-branded fractional ownership resort receive Platinum-level SPG Program membership.

Starwood Preferred Guest® Program and Starwood’s Global Footprint

The SPG Affiliation Agreement to be entered into in connection with the spin-off transaction will allow us to continue to offer preferred membership in one of the industry’s leading loyalty programs, the SPG Program. The SPG Program allows members to earn and redeem Starpoints for room stays, room upgrades and flights, with no blackout dates, to Starwood’s ten global hotel brands as well as once-in-a-lifetime experiences through SPG Moments. The customers can travel to available properties within Starwood’s hotel network consisting, as of June 30, 2015, of nine brands and comprising approximately 1,200 hotels in 100 countries as the following table notes:

 

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Starwood’s Global Footprint

 

Brand(1)

   North
America
     Latin
America
     Europe      Africa and
Middle
East
     China      Rest of
Asia
     Total(2)  

St. Regis®

     11         3         6         4         6         4         34   

The Luxury Collection®

     14         12         39         5         6         18         94   

W®

     25         4         6         1         4         6         46   

Westin®

     120         13         18         5         21         25         202   

Sheraton®

     196         37         63         35         68         41         440   

Le Méridien®

     20         2         17         27         10         26         102   

Aloft®

     66         5         4         1         9         9         94   

Four Points®

     118         19         12         8         23         20         200   

Element®

     16         —           1         —           1         —           18   

Other

     3         —           —           1         —           —           4   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total hotels

     589         95         166         87         148         149         1,234   

 

(1) Starwood launched its tenth brand, Tribute Portfolio, on April 16, 2015.
(2) Property count as of June 30, 2015.

For further discussion regarding the terms of the License Agreement and SPG Affiliation Agreement, please refer to “Certain Relationships and Related Party Transactions—Agreements between Starwood and Vistana Relating to the Separation.”

Our Products

Our resorts are located in attractive destinations and offer spacious accommodations with studio, one-, two- and three-bedroom options. They include spacious living and dining areas, master bedrooms with upgraded master bathrooms, in-unit kitchens and laundry facilities, combined with resort amenities such as large swimming pools, restaurants and bars, marketplaces, fitness facilities and spas, as well as sports and recreation facilities and activity programming appropriate for a variety of vacation lifestyles. The vacation ownership business model provides for the consistent collection of annual maintenance fees and the establishment of capital reserves that allow our high-quality standards to be maintained.

We offer our customers the flexibility to purchase our products in ways that best suit their vacation needs. Depending on the particular product being purchased, ownership in our system is conveyed through deeds or membership interests, interchangeably referred to as VOIs. Almost all of our VOIs constitute real estate interests and are conveyed by deed. However, in Mexico and the U.S. Virgin Islands, due to legal or structural limitations in those jurisdictions, we have structured our VOIs as ownership interests. All of our VOIs convey a direct or indirect legal ownership interest in the underlying real property. VOIs are sold in either a specific-site interval or in point packages that offer both specific site and multi-site resort options. Our specific-site resort interval products are typically sold as fee simple deeded real estate interests at a specific resort representing an ownership interest in perpetuity, except where restricted by legal or other structural limitations. Specific-site resort owners have an exclusive reservation window at their home resort, followed by access to additional options through our vacation network. The exclusive booking window guarantees resort access to the owner creating greater owner satisfaction and enhancing the product value.

Our purchase prices vary depending on the resort, season and unit type. In all cases, our products have a point-structure within our vacation network that allows owners to travel within our villa resort collection, provides elite access in the SPG Program and facilitates external exchange.

We continue to evolve our product offerings. In January 2015 we introduced Sheraton Flex, a multi-resort structure where owners have preferred access to multiple home resorts through a deeded real estate interest. As with the specific-site product, Sheraton Flex allows owners an exclusive reservation window at a Sheraton Flex resort followed by access to additional options through our vacation network. Sheraton Flex home resorts currently include three resorts in Florida, one in Scottsdale, Arizona and one in Myrtle Beach, South Carolina. We have the ability to add additional resorts to Sheraton Flex.

Our Sources of Revenue

We generate most of our revenues from three sources: selling and financing vacation ownership products, management activities and other income which includes rentals and ancillary services, and, for historical periods, our operations related to the sales of residential units at SRBH.

 

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Vacation Ownership Sales and Financing Revenue

Our principal source of revenue is the sale of VOIs. See “—Customer Acquisition and Marketing Activities” below for information regarding our marketing and sales activities.

We earn interest revenue on loans that we provide to purchasers of our VOIs, as well as fees from loan servicing and other fees. See “—Consumer Financing” below for information regarding our consumer financing activities.

Management and Rental Operations Revenue

We generate revenue pursuant to long-term management contracts with our HOAs for managing our resorts. We also earn recurring annual and transactional management fees from our owners for belonging to and using our vacation network. See “—HOA, Resort and Vacation Network Management” below for information regarding our fee based activities.

We generate rental revenue at our vacation ownership resorts and expect to generate revenue by renting rooms at our Transferred Properties. We also provide ancillary services which include the sales of goods and services at restaurants, spas, golf courses and other retail and service outlets located on our resorts. See “—Rental and Ancillary Services” below for information regarding our resort management activities.

Residential Revenue

In the past, we have generated revenue from operations related to the sales of residential units at SRBH, which is fully sold. The legal entity that developed SRBH and the rights to sell residential units using Starwood brand names will be retained by Starwood after the spin-off.

Customer Acquisition and Marketing Activities

We attract and seek to build strong relationships with sales guests that have an affinity for our licensed brands, benefit from larger accommodations and are passionate about travel, particularly within our markets. Strategic marketing channels utilized by our highly specialized internal business units deliver a predictable stream of qualified guests to our resorts. Once in market, our distinctive services, activities, amenities and local area attractions deliver consistent and memorable experiences.

We utilize a number of marketing channels to attract qualified customers to our resorts. We then deliver high-value service and experiences, which drive sales guests to our resort and hotel-based sales centers. As of December 31, 2014 we had active vacation sales galleries at 14 of our vacation ownership properties and marketed our products for sale at 12 Starwood branded hotels in the United States, the Caribbean and Mexico. Over time, we expect to increase distribution capacity at our Transferred Properties and corresponding new sales centers.

We market our properties to new customers via the following methods:

On-site resort marketing. We fill available resort room night inventory with guests and customers looking for a more spacious villa experience at our resorts. We are able to provide unparalleled resort and concierge services that build relationships and lead to sales tours by customers who already understand the benefits of villa accommodations and the brand experience. A combination of current owners, customers who have exchanged into our resorts from a third-party exchange company and traditional rental customers all serve as potential sales guests who may purchase VOIs. For owners who choose to add more to their portfolio, we offer an increased level of benefits.

Hotel integration and affiliation. We provide concierge services to guests staying at select Starwood hotels, which are typically located in our existing markets. By providing outstanding customer service and booking vacation activities, we have the opportunity to introduce guests to our products and offer incentives for them to participate in a property tour and sales presentation.

 

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Preview packages. A significant component of our direct marketing activities is focused on offering members in the SPG Program database and our own in-house database of potential owners a subsidized vacation package to one of our villa resort or Starwood-branded hotel properties. While traveling on these packages, we have the opportunity to introduce these guests to the benefits of vacation ownership.

Explorer program. Sales guests who do not purchase VOIs during their initial tour are offered a special package for another stay at one of our resorts through an Explorer package whereby they will participate in a subsequent sales tour. These return guests are typically twice as likely to purchase a VOI as a first-time visitor. This program provides the opportunity to experience some of the features of ownership. Returning Explorer guests can typically apply the Explorer package price to their ownership down payment if they decide to make a purchase.

In market/local. We market selectively within each destination market via off-premise contacts, which generally consist of local hotels that have marketing desks managed by our employees. We also utilize local travel publication advertising and local offers to attract new customers.

Partner marketing. We use a variety of partner marketing approaches and business alliances with travel, retail and financial companies. For example, the SPG Program’s strategic alliance with American Express provides customers a variety of benefits when they use the SPG Program’s co-branded American Express card to pay their ownership down payment. Additional partners also include Hawaiian Airlines, Avis and CruisesOnly.

Digital. We leverage digital and social channels to connect with our customers throughout the year. We deliver valuable vacation information and create an ongoing stream of new customers while building an affinity for our vacation network, the SPG Program and the Westin and Sheraton brands.

Sales Experience and Process

We take great care in ensuring we deliver informative and branded sales presentations. Consumers place a great deal of trust in the Westin and Sheraton brands and preserving that trust and building on the strength of those brands will continue to attract qualified customers to our products in the future. Presenting this information in our premium, state-of-the-art, sales gallery environment that is designed to showcase the breadth of our brand affiliations, travel options and destinations allows our sales guests to explore the world through a visual presentation.

Whether presenting to existing owners or prospective owners, we deliver a personalized presentation in a sophisticated and comfortable environment where the customers’ level of interest drives the process. Utilization of digital presentation tools and interactive displays allows us to explain how our products and services can meet our sales guests’ needs and lifestyle. These activities are delivered with care and accuracy across our sales gallery system and we survey all customers who have attended a tour to capture their feedback through our quality assurance process.

We strive to attract, train and retain a superior sales force. We extensively train our sales representatives through strong on-boarding processes and periodic recurring training programs. Our sales executives are regularly evaluated for presentation consistency, professionalism and performance.

 

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VOIs and Development Opportunities

We plan to grow our revenue and operations primarily through increased vacation ownership interest sales volume. To facilitate these sales, we plan to source VOIs in the following ways:

Completed Villas

As of December 31, 2014, we had developed 19 vacation ownership resorts and three fractional residence properties comprising over 5,000 villas, which represents approximately $750 million of remaining inventory sales volume available.

Development

We have development plans for 1,538 future villas, which include 390 villas at The Westin Nanea Ocean Villas in Hawaii, a 26-acre oceanfront resort. Scheduled to begin presales prior to year end of 2015, this new resort is ideally located on Ka’anapali Beach in Maui and will feature 390 luxurious villas and a variety of world-class resort amenities, including an expansive lagoon-style pool and a beach bar. The new resort will also pursue the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) certification for high-performance buildings.

Costs incurred to date and expended in the future to complete the phased development of these properties is recorded within inventory and property and equipment, net on our combined balance sheets. The costs recorded to property and equipment, net are related to the developer retained assets within the projects. See “Risk Factors” for further discussion of risks associated with real estate development activities.

 

          Units  

Resort Name

   Location    Completed      Planned(1)      Total  

The Westin Nanea Ocean Villas

   Maui, HI      —           390         390   

The Westin St. John Resort & Villas

   St. John, U.S. VI      164         88         252   

Sheraton Vistana Villages

   Orlando, FL      892         734         1,626   

Sheraton Broadway Plantation

   Myrtle Beach, SC      342         160         502   

The Westin Desert Willow Villas, Palm Desert

   Palm Desert, CA      134         166         300   
     

 

 

    

 

 

    

 

 

 

Total

        1,532         1,538         3,070   
     

 

 

    

 

 

    

 

 

 

 

  (1) These properties are entitled for vacation ownership use and are currently in either development, planning or evaluation stages as follows:

 

    The Westin Nanea Ocean Villas is currently under construction with occupancy of our first phase expected in 2017.

 

    We are in the planning and permitting stages of development for our next phase of development at The Westin St. John Resort & Villas, The Westin Desert Willow Villas, Palm Desert and the Sheraton Vistana Villages.

 

    Sheraton Broadway Plantation future phase construction is currently under evaluation.

We also intend to convert all or a portion of the Transferred Properties to vacation ownership products over time.

Reacquired VOIs

We reacquire existing VOIs in several ways including loan defaults, HOA payment defaults and open market purchases. In the event of a loan default, we are able to recover and return to inventory the underlying VOI. In the event of a maintenance fee default, the HOA will recover the owner’s VOI. We have entered into inventory recovery agreements with certain of our HOAs that provide us the right to purchase those VOIs. Terms of those agreements vary, including the purchase price. Additionally, we engage in a limited number of open market purchases of VOIs.

Recovered VOI inventory may be sold by us to new customers or existing owners at full retail value. Once we reacquire a VOI, we are generally responsible for paying that VOI’s share of maintenance dues beginning in the year after we take title until the product is sold. Although the volume of VOIs that we recover could fluctuate in the future for various reasons, 2014, 2013, and 2012 respectively, we have recovered in the ordinary course of business through these sources less than 5% of the total VOIs cumulatively sold to and owned by our owners at the beginning of each respective year.

 

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Other

In the future, we may pursue growth opportunities targeting the acquisition or development of inventory in new locations. We may pursue these opportunities independently, with third-party developers or capital sources.

Consumer Financing

Our consumer financing capability provides eligible customers with loans to finance their vacation ownership purchases, services our loan portfolio, and provides us with liquidity to grow our business. We generate consumer financing income from the spread between the revenue generated on loans originated less our costs to fund and service those loans.

We offer a wide array of financing solutions to customers purchasing VOIs. Our loans are collateralized by the underlying VOIs and are generally structured as ten-year, fully-amortizing, loans that bear a fixed interest rate typically ranging from 11.99% to 15.99%. The size of the loan, down payment and rate is dependent on the borrower’s credit profile and loan term. We introduced 15-year financing for certain transactions where the size of the loan and customer credit profile warrant such consideration. Prepayment is permitted without penalty. During the last 3 years, on average, 30% of our customers repaid their loan in full within 180 days.

As loan payments are made, the nature of these fully-amortizing loans establishes an increasing level of owner financial commitment in their purchase which reduces the likelihood of default. When a customer defaults, we ultimately return their VOI to inventory for resale, and that customer no longer participates in our network. At the end of 2014, our static pool model, which includes over 14 years of loan data, had a default rate of 9.2% before any value associated with inventory recovery.

We intend to enter into the Warehouse Credit Facility and periodically securitize vacation ownership notes receivable we originate in connection with the sale of VOIs to achieve an efficient return on capital and manage our working capital needs. At the date of this Registration Statement on Form 10 we were in advanced discussions with lenders, and expect to have the Credit Facilities in place prior to our spin-off.

Vacation Ownership Notes Receivable Origination

For those customers seeking financing, we apply the credit evaluation score methodology developed by FICO to credit files compiled and maintained by Experian, a credit reporting bureau. Higher credit scores equate to lower credit risk and lower credit scores equate to higher credit risk. Over the last three years, the weighted average FICO score of our vacation ownership notes receivable at the time of origination was 736.

In underwriting each loan, we obtain a credit application and review the application for completeness. We generally require a minimum down payment of 10% of the purchase price on all sales of VOIs. Our down payment requirements from borrowers are influenced by their length of credit history, country of residence and credit profile.

Our underwriting standards are influenced by the changing economic and financial market conditions. We have the ability to modify our down payment requirements and credit thresholds in the face of stronger or weaker market conditions. Our underwriting standards have resulted in a strong, well-seasoned consumer loan portfolio. As of December 31, 2014 our approximately $700 million serviced VOI customer loan portfolio of over 50,000 loans exhibited the following characteristics:

Weighted Average Original Length of Loan: 10.4 years

Weighted Average Remaining Length of Loan: 7.7 years

Average 2014 delinquency (31-120 days past due): 2.26%

Loan Portfolio Servicing

We have a skilled, integrated consumer finance team. This team is responsible for loan customer servicing, which includes billing, collections and credit reporting, reacquisition of inventory collateralizing defaulted loans, and monitoring portfolio performance. Our in-house training program includes product and sales information, purchase documents, consumer privacy, system security, state and Federal legislation and department procedures related to loan servicing and collection. All domestic accounts, delinquent or current, are reported to the Experian credit bureau each month. Accounts more than 30 days past due are reported as delinquent. A loan that is more than 120 days past due is charged off for financial accounting purposes and is delivered to the Loss Mitigation team which will make arrangements for any remaining outstanding payments or recommend recovery through a deed-in-lieu of foreclosure or foreclosure. In the deed-in-lieu of foreclosure process, the customer deeds (or assigns, in the case of any certificated membership interests) the VOI back to us. For domestic owners, this process takes approximately 60 to 90 days.

At the end of the recovery process, we return the VOI into inventory. While it is our intent that each of our customers will enjoy their vacation ownership product into perpetuity, some of our customers no longer wish to own

 

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their VOIs for various reasons. Recovered VOIs typically provide us with a source of lower-cost inventory when compared with new construction. We have the ability to effectively sell these VOIs through our sales and distribution channels.

We monitor numerous metrics including collection rates, defaults and bankruptcies. Our consumer finance team is also responsible for selecting and processing loans pledged or to be pledged in our securitizations and preparing monthly servicing reports.

Liquidity

We intend to meet the Company’s working capital needs through our operating cash flow and by borrowing against vacation ownership notes receivable. In general, we will seek to fund the majority of our financed VOI sales by the Warehouse Credit Facility and subsequently transfer those loans into a term securitization after the loans have seasoned and an appropriately sized portfolio has been assembled. The success of our loan securitizations demonstrates that loans originated under the Westin and Sheraton brands are well regarded for their performance in the securitization market. We have a skilled team focused on securitization servicing and reporting that has supported our access to the securitization market for over 25 years. In the future, we expect to regularly access the term securitization market, replenishing capacity on our anticipated Warehouse Credit Facility in the process.

HOA, Resort and Vacation Network Management

We earn management fees from the operation of the resorts and vacation network fees from our owners.

Association and resort management

Each of our vacation ownership associations is governed by a board of directors comprised of owner or developer representatives that are charged with ensuring the resorts are well-maintained and financially stable. Our services include day-to-day operations of the resorts, maintenance of the resorts, preparation of reports, budgets and projections and employee training. Our HOA management contracts generally provide us with cost-plus revenue that averages 9% of the costs to operate the applicable resort. The fees we earn are highly predictable due to the relatively fixed nature of resort operating expenses. Unlike hotel revenue, our management fees are generally unaffected by changes in rental rate or occupancy. We are reimbursed for the costs incurred to perform our services, principally related to personnel providing on-site services. The original term of our management agreements typically range from three to ten years and are subject to periodic renewal for three- to five-year periods. Many of these agreements renew automatically unless either party provides advance notice of termination before the expiration of the term. Retaining our Company as the manager of our resorts entitles our owners to the continued use of the Westin or Sheraton trademarks and access to our vacation network, which includes the ability to access the SPG Program.

To fund resort operations and our related management fee, owners are assessed an annual maintenance and management fee which is typically sent out in the fall of the prior year and due in January of the current year. In 2014 we collected approximately $343 million of maintenance fees, including our applicable management fees, on behalf of the HOAs we manage. Because these funds are collected early in the year, we have substantial visibility and reliability of collection. These fees represent each owner’s allocable share of the costs of operating and maintaining the resorts, which generally includes personnel, property taxes, insurance, a capital asset reserve to fund refurbishment and other related costs. If a property owner defaults on payment of its maintenance or management fees, the HOA has the right to recover the defaulting owner’s vacation ownership interest. As a service to the HOA, subject to our inventory needs, we have the ability to reduce the bad debt expense at the HOA by assuming the defaulted owner’s obligations in exchange for an agreed purchase price.

Vacation network operations and owner services

Our owner services infrastructure assists our approximately 220,000 owner-families in using their annual VOI occupancy rights and, through the vacation network, provides substantial flexibility to use their annual VOI occupancy right outside of their home resort and on a year-round basis. The vacation network provides our owners

 

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the ability to bank and borrow their annual vacation ownership usage, access other locations through our internal exchange network, with SPG Program preferred membership and the ability to convert their annual VOI occupancy right into SPG Starpoints for redemption at approximately 1,200 Starwood properties, airline flights or other special offers and access to a third-party global exchange network, currently encompassing approximately 2,900 resorts in over 80 countries.

In exchange for these services and participation in the vacation ownership network, our owners pay us usage fees. While participation and usage in the vacation network is voluntary for most of our owners, approximately 165,000 or 75% of our owners utilize these services. Expenses associated with our operation of the vacation network include costs incurred for membership services call centers, inventory management, member benefits, annual membership fees paid to Interval International and administrative expenses.

Resort Operations and Ancillary Services Revenue

Resort operations

We will seek to optimize our revenue across approximately 2.9 million room nights that are available for occupancy at our 19 vacation ownership resorts, three fractional residence properties and the Transferred Properties. We generate revenue from rentals of vacation ownership inventory and will generate revenue from nightly rentals at our Transferred Properties. Conversion of VOI occupancy rights into Starpoints provides us with available inventory to rent through Starwood’s distribution system and our own direct sales activities. Historically, transient rentals at our resorts provide us with room revenue, ancillary spend on food and services at our resorts and a marketing source for new owners. Rental expenses include maintenance fees on unsold inventory, costs to provide alternate usage rights, including conversion into Starpoints for owners that elect to exchange their occupancy rights, subsidy payments to property owner associations at resorts that are in the early phases of construction where maintenance fees collected from the owners are not sufficient to support operating costs of the resort and marketing costs and direct operating and related expenses in connection with the rental business (e.g., housekeeping, credit card expenses and reservation services).

Ancillary services

We provide food and beverage, retail, golf, spa and other services to our owners, guests and customers and earn fees and other revenues typically associated with these activities and experiences.

Intellectual Property

We manage and sell VOIs under the Westin and Sheraton brands. After the spin-off, we will have the exclusive right to use the Westin and Sheraton brands in the vacation ownership business and the right to use the St. Regis and The Luxury Collection brands in connection with the existing St. Regis and The Luxury Collection fractional residence properties under the License Agreement that we will enter into with Starwood. See “Certain Relationships and Related Party Transactions – Agreements between Starwood and Vistana Relating to the Separation – License Agreement” for more information. We operate in a highly competitive industry and the intellectual property we use, including brands, logos, trademarks, service marks and trade dress, is very important to the marketing and sales of our products and services. We believe that the Licensed Marks, as defined below, and other intellectual property have come to represent the highest standards of quality, service and value to our owners, sales guests, customers, trade partners and employees. We will also invest in our own intellectual property, including Vistana, which is our trademark. We have applied and will continue to apply to register our trademarks in markets in which we conduct business. We will enforce our rights against the unauthorized use of our intellectual property by third-parties and otherwise protect our intellectual property through strategies and in jurisdictions we deem appropriate. We will also consider developing other intellectual property, including network program names, to use in association with our business.

Seasonality

In general, the vacation ownership business is modestly seasonal in nature. The periods during which our properties experience higher revenues vary from property to property and depend upon location. The seasonality of our business may cause

 

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fluctuations in our quarterly operating results. Over the past three years our revenues have been higher in the first quarter than in the second, third or fourth quarters. As we expand our portfolio of projects, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.

Competition

The vacation ownership industry historically has been highly competitive and comprised of a number of national and regional companies that develop, finance and operate vacation ownership properties.

Our vacation ownership product competes with other vacation ownership offerings primarily based on quality, location, brand, pricing, external network exchange and access to affiliated hotel networks. We believe we offer our owners a superior vacation ownership experience at our upper-upscale vacation ownership resorts and through access to the SPG Program. Our principal vacation ownership competitors sell upper-upscale and upscale vacation ownership products and include Diamond Resorts, Disney Vacation Club, Hilton Grand Vacations Club, Hyatt Vacation Club, Marriott Vacation Club Worldwide and Wyndham Vacation Ownership. In certain markets, we compete with established local companies focused primarily on vacation ownership, and it is possible that other potential competitors may develop properties near our current resort locations. We also compete with other entities engaged in the leisure and vacation industry, including resorts, hotels, cruises and other accommodation alternatives, such as condominium and single family home rentals.

We generally do not face competition in the direct origination of our consumer loans. We do face competition from financial institutions providing other forms of consumer credit which may lead to full or partial prepayment of our vacation ownership notes receivable.

Our resort operations, particularly our rental operations, compete with companies offering other vacation rental options, such as hotels, cruise lines and alternative lodging companies that operate websites that market privately-owned residential properties that can be rented on a nightly, weekly or monthly basis.

Regulation

Our business activities are broadly regulated. We are subject to a wide variety of complex international, national, federal, state and local laws, regulations and policies in jurisdictions in which we operate. These laws, regulations and policies primarily affect four areas of our business: real estate development activities, marketing and sales activities, lending activities, and resort management activities. We seek to actively participate in the determination of new laws or other regulations impacting the vacation ownership industry.

Real Estate Development Regulation

Our real estate development activities are regulated under a number of different timeshare, condominium and land sales disclosure statutes in many jurisdictions. We are generally subject to laws and regulations typically applicable to real estate development, subdivision, and construction activities. These include laws relating to zoning, land use restrictions, environmental regulation, accessibility, title transfers, title insurance and taxation. In the United States, these include the Fair Housing Act and the Americans with Disabilities Act. In addition, we are subject to laws in some jurisdictions that impose liability on property developers for construction defects discovered or repairs made by future owners of property developed by the developer.

Marketing and Sales Regulation

Our marketing and sales activities are closely regulated. In addition to regulations contained in laws enacted specifically for the vacation ownership and land sales industries, a wide variety of laws govern our marketing and sales activities. These include fair housing statutes, the Federal Interstate Land Sales Full Disclosure Act, U.S. Federal Trade Commission and state “Little FTC Act” regulations regulating unfair and deceptive trade practices and unfair competition, state attorney general regulations, anti-money laundering laws, tax laws, anti-fraud laws, prize, gift and sweepstakes laws, real estate and other licensing laws and regulations, telemarketing laws, home solicitation sales laws, tour operator laws, lodging certificate and seller of travel laws, securities laws, consumer privacy laws and other consumer protection laws.

 

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Many jurisdictions require that we file detailed product registration or offering statements with regulatory authorities disclosing certain information regarding the VOIs and other real estate interests we market and sell. These disclosures include items such as information concerning the VOIs being offered, the project, resort or program to which the VOIs relate, applicable condominium or vacation ownership plans, evidence of title, details regarding our business, the purchaser’s rights and obligations with respect to such interests, and a description of the manner in which we intend to offer and advertise such interests. We must obtain the approval of numerous governmental authorities for our marketing and sales activities. Many jurisdictions also govern the operations and management of HOAs.

Laws in many jurisdictions in which we sell VOIs grant the purchaser of a vacation ownership interest the right to cancel a purchase contract during a specified rescission period following the later of the date the contract was signed or the date the purchaser received the last of the documents required to be provided by us.

In recent years, regulators in many jurisdictions have increased regulations and enforcement actions specifically related to telemarketing operations, including requiring adherence to “do not call” legislation. These measures have significantly increased the costs associated with telemarketing. While we continue to be subject to telemarketing risks and potential liability, we believe that our exposure to adverse effects from telemarketing legislation and enforcement is mitigated in some instances by the use of “permission marketing,” under which we obtain the permission of prospective purchasers to contact them in the future. We have implemented procedures that help reduce the possibility that we contact individuals who have requested to be placed on federal or state “do not call” lists.

Lending Regulation

Our lending activities are subject to a number of laws and regulations. In the U.S., these include the Dodd-Frank Act, the Federal Trade Commission Act, the Fair Housing Act, the Truth-in-Lending Act and Regulation Z promulgated thereunder, the Real Estate Settlement Procedures Act and Regulation X promulgated thereunder, the Home Mortgage Disclosure Act and Regulation C promulgated thereunder, the Equal Credit Opportunity Act and Regulation B promulgated thereunder, the Interstate Land Sales Full Disclosure Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Gramm-Leach-Bliley Act, the Deceptive Mail Prevention and Enforcement Act, Section 501 of the Depository Institutions Deregulation and Monetary Control Act of 1980 and the Civil Rights Acts of 1964, 1968 and 1991. Our lending activities are also subject to the laws and regulations of other jurisdictions, including, among others, laws and regulations related to consumer loans, retail installment contracts, mortgage lending, fair debt collection practices, consumer collection practices, mortgage disclosure, lender licenses and money laundering.

Resort Management Regulation

Our resort management activities are subject to laws and regulations regarding community association management, public lodging, labor, employment, health care, health and safety, accessibility, discrimination, immigration, gaming, and the environment (including climate change). Further, there are applicable regulations under the U.S. Treasury’s Office of Foreign Asset Control and the U.S. FCPA (and the foreign equivalents of such regulation in other jurisdictions).

Environmental Matters

The resorts that we manage, the assets at vacation ownership resorts that we own and the Transferred Properties are all subject to certain requirements and potential liabilities under Environmental Laws. The costs of complying with these requirements are generally covered by the HOAs that operate the affected resort property and are our responsibility for assets owned by us. Generally, our properties currently maintain insurance which may respond to first-party remediation and emergency response costs, and third-party defense and indemnity costs associated with such potential environmental liabilities. To the extent that we hold interests in a particular resort, we would be responsible for our pro rata share of losses sustained by such resort as a result of a violation of any such laws and regulations. Furthermore, there is no guarantee that we will maintain such insurance in the future.

 

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Under such laws, the owners of the resorts could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws may impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic wastes may be liable for the costs of removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We may use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we may in the future incur costs related to cleaning up contamination resulting from historical uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to asbestos-containing materials (“ACMs”) and require abatement or removal of certain ACMs (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our properties) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate polychlorinated biphenyls (“PCBs”), which may be present in electrical equipment. The operation and subsequent removal or upgrading of certain underground storage tanks (“USTs”) and the use of equipment containing chlorofluorocarbons (“CFCs”) also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to PCBs, USTs or CFCs.

The U.S. Congress and some U.S. states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions and/or other natural resources. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, supply chain and water risk, could affect the operation of our properties and/or result in significant additional expense and operating restrictions. The cost impact of such legislation, regulation, or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.

Environmental Laws are not the only source of environmental liability. Under common law, owners and operators of real property may face liability for personal injury or property damage because of various environmental conditions such as alleged exposure to hazardous or toxic substances (including, but not limited to, ACMs, PCBs and CFCs), poor indoor air quality, radon or poor drinking water quality.

Although we may incur remediation liability and various environmental-related costs during the ordinary course of operations, management does not anticipate that such costs will have a material adverse effect on our operations or financial condition.

Employees

Upon completion of the spin-off, we expect to have approximately 5,300 associates employed at our corporate offices, vacation ownership resorts and the Transferred Properties, approximately 79% of whom are expected to be employed in the United States. At December 31, 2014, no U.S.-based employees were covered by collective bargaining agreements. Generally, labor relations have been maintained in a normal and satisfactory manner, and our management believes that our employee relations are satisfactory.

Properties

At the completion of the spin-off, our vacation ownership business will include 19 vacation ownership resorts, the five Transferred Properties and three fractional residence properties in the United States, Mexico and the Caribbean. These properties are described above in the tables appearing under the caption “—Our Resorts, Properties and Land.” We own unsold inventory at the vacation ownership and fractional residence properties. We also own, manage or lease fitness, spa and sports facilities, undeveloped land and other common area assets at our resorts, including resort lobbies and food and beverage outlets. We own or lease our regional offices and sales galleries, both in the United States and internationally. Our corporate headquarters in Orlando, Florida consists of approximately 216,000 square feet of leased space in two buildings, under a lease expiring in 2027.

 

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Legal Proceedings

From time to time, we are subject to legal proceedings and claims in the ordinary course of business, including adjustments proposed during governmental examinations of the various tax returns we file. While management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, cash flows, or overall trends in results of operations, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or outcomes could occur that have individually or in aggregate, a material adverse effect on our business, financial condition or operating results.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our combined financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and costs and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those relating to revenue recognition, inventory and cost of sales, goodwill, loan loss reserves, long-lived assets, stock-based compensation costs, legal contingencies and income taxes.

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making decisions about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Our combined financial statements, which we discuss below, reflect our historical financial condition, results of operations and cash flows. The financial information discussed below and included in this information statement, however, may not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been operated as a separate, independent entity during the periods presented, or what our financial condition, results of operations and cash flows may be in the future.

Overview

Our Spin-off from Starwood Hotels & Resorts Worldwide, Inc.

On February 10, 2015, Starwood announced a plan to spin-off its vacation ownership business to stockholders as a separate, publicly traded company. Vistana was incorporated in Delaware on June 10, 2015 for the purpose of holding this business. To effect the distribution, Starwood and Vistana will implement an internal reorganization that will result in Vistana owning Starwood’s vacation ownership business and the Transferred Properties. Vistana will include the following:

 

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

 

    The legal entity operating our internal timeshare points-based exchange, which provides our owners the flexibility to vacation at any resort within our 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 containing 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 containing the Transferred Properties that are being transferred from Starwood to Vistana for conversion, in whole or in part, to vacation ownership inventory over time. These properties include: The Westin Resort and Spa, Cancun; The Westin Resort and Spa, Puerto Vallarta; The Westin Resort and Spa, Los Cabos; Sheraton Kauai Resort; and Sheraton Steamboat Resort. The vacation ownership portion of Sheraton Steamboat Resort is currently included within the vacation ownership business; Vistana is obtaining the hotel associated with the resort.

 

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Certain entities which historically have been included in Starwood’s vacation ownership and residential business, and whose operations are included in Vistana’s combined financial statements, will be retained by Starwood after the spin-off, as follows:

 

    The entity that developed SRBH, which currently represents Vistana’s residential segment. The development of this project was completed in 2011, with opening in January 2012. The hotel portion of the project was transferred in 2012 to the Americas segment of Starwood as a wholly owned hotel. In addition to managing the development of SRBH, we also had responsibility for the marketing and sales efforts for the whole-ownership luxury residence portion of the project. The residential portion sold out in 2014 with a majority of the closings occurring in 2012 and 2013. The sell out of the residential portion of SRBH generated approximately $1.1 billion in total revenues; and

 

    Two legal entities comprising Vistana’s ownership interests in Aruba, which consist primarily of land held for development. These entities are currently included in Vistana’s vacation ownership sales and financing segment.

Our combined financial statements include all of the entities referenced above, including the entities noted as being retained by Starwood subsequent to the spin-off.

The spin-off transaction, which is expected to be tax-free to stockholders, will be effected through a pro rata distribution of our stock to existing Starwood stockholders. Immediately following completion of the spin-off, Starwood’s stockholders will own 100% of our outstanding shares of common stock. After the spin-off, we will operate as an independent, publicly traded company.

The spin-off is conditioned on, among other things, final approval of the transaction by Starwood’s board of directors; execution of the Separation and Distribution Agreement, License Agreement, SPG Affiliation Agreement, Tax Matters Agreement, Employee Matters Agreement, Non-Competition Agreement, and Transition Services Agreement with Starwood, together with other ancillary commercial agreements between Starwood and us for purposes of allocating between Vistana and Starwood various assets, including the Transferred Properties, liabilities and obligations; Starwood’s receipt of an opinion from tax counsel substantially to the effect that, among other things, the spin-off will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended; completion of the internal reorganization (as described in “The Spin-Off – Manner of Effecting the Spin-Off – Internal Reorganization”); our Registration Statement on Form 10 being deemed effective; and acceptance of our common stock for listing on a national securities exchange.

The Transferred Properties, which are expected to be converted, in whole or in part, to vacation ownership inventory over time, will provide us with additional vacation ownership inventory in highly desirable locations and an expanded sales distribution platform. Prior to converting the Transferred Properties, we intend to open new sales galleries in certain properties where we can market our vacation ownership products to vacationing hotel guests to generate additional sales capacity and tour volume. We also intend to selectively pursue acquisitions and enter into joint ventures and other strategic arrangements to provide new products and services complementary to those currently offered by our business.

Upon completion of our spin-off, we will have an exclusive license agreement to design, build, manage and maintain our vacation ownership resorts under the Westin and Sheraton brands. In addition, we will have a license to use St. Regis and The Luxury Collection brands in connection with existing fractional residence properties. We intend to continue to leverage these leading brands to deliver value to our owners, guests, customers and stockholders. Our owners will continue to enjoy exceptional levels of service and programming and privileged status within the SPG Program. We expect to continue to benefit from an affiliation with these brands providing us an opportunity to source new customers through our sales and marketing activities.

For a more detailed description of our spin-off, please see “The Spin-Off.”

 

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Our Business

We are the exclusive worldwide developer, marketer, seller and manager of high-end vacation ownership properties for the upper-upscale Westin and Sheraton brands. Our resorts and our affiliation with the SPG Program provide our owners with world-class vacation experiences and access to approximately 1,200 Starwood hotels and resorts around the world. We generate most of our revenue from selling VOIs, financing our customers’ VOI purchases, managing our resorts and vacation networks and providing on-site rental and ancillary hospitality services. Through 2014, we were also responsible for the development, marketing and sales of the SRBH project. Development of this project was completed in 2011 and the residences were completely sold out in 2014. At June 30, 2015, our network included 19 vacation ownership resorts and three fractional residence properties in the United States, Mexico and the Caribbean. In December 2014, we approved the development of an additional vacation ownership resort in Hawaii (The Westin Nanea Ocean Villas), which was not included in these figures as of June 30, 2015, as it was not yet in active sales. In addition to our vacation ownership resorts and fractional residence properties, our business includes the Transferred Properties, which we intend to convert, in whole or in part, to vacation ownership properties.

During our 35 year operating history we have developed approximately 5,000 vacation ownership units, which we refer to as villas, sold more than $6 billion of VOIs and established an ownership base of approximately 220,000 owner-families. Our development experience ranges from hotel conversions to purpose-built single-site resorts. We expect to grow our business through the development of additional phases at existing resorts, developing new resorts in existing markets, converting properties to vacation ownership products and expanding our sales distribution capabilities.

We expect to expand our leadership in the industry by leveraging our strengths, which include: world-class resorts in key locations with year-round appeal; exclusive use of the Westin and Sheraton brands for vacation ownership and affiliation with the SPG Program; exceptional product usage flexibility; development expertise; marketing and sales execution; highly predictable and recurring revenue; customer satisfaction and retention; operational excellence due to our experienced management team; and significant available existing inventory and development opportunities.

For the six months ended June 30, 2015, we generated revenues of $476 million and net income of $47 million. For the year ended December 31, 2014, we generated revenues of $921 million and net income of $75 million. Approximately 88% of our 2014 total revenues was from sales and services provided in the United States and the Caribbean.

Our business operates in three segments:

 

  (i) Vacation ownership sales and financing, which includes the acquisition, development, marketing and sales of vacation ownership products, and also includes consumer financing activities related to sales of vacation ownership products;

 

  (ii) Management and rental operations, which includes fee revenues pursuant to long-term management contracts with our HOAs for managing our resorts, recurring annual and transactional management fees from our owners for belonging to and using our vacation network, as well as rental revenues and ancillary services at our vacation ownership resorts and our Transferred Properties. Ancillary services include the sales of goods and services at restaurants, spas, golf courses and other retail and service outlets located on our resorts; and

 

  (iii) Residential, which includes operations related to the sales of residential units at SRBH, which is now fully sold. The legal entity that developed SRBH and the rights to sell residential units using Starwood brand names will be retained by Starwood after the spin-off.

Vacation Ownership Sales and Financing

Our vacation ownership sales and financing segment generates revenues principally from the development, marketing, selling and financing of our vacation ownership products. Generally, these resorts are marketed under Westin or Sheraton brands.

 

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Sales of VOIs may be made in exchange for cash or we may provide financing. We generally provide Starpoints as sales incentives to our customers upon closing and completion of certain payment thresholds. Starwood’s wholly owned subsidiary, Preferred Guest, Inc. (“PGI”), maintains and administers the SPG Program.

We report originated sales, which represent the total amount of vacation ownership products under purchase agreements signed during the period for which we have received a down payment of at least 10% of the contract price, reduced by actual rescissions and cancellations as well as incentives and other administrative fee revenues during the period. Originated sales are a non-GAAP financial measure and should not be considered in isolation, or as an alternative to sales of vacation ownership products, net. Originated sales differ from sales of vacation ownership products, net that we report in our combined statements of comprehensive income due to the GAAP requirements for revenue recognition and are primarily impacted by rescission, buyer’s commitment and POC deferrals, provisions for loan losses, as well as adjustments for incentives and other administrative fee revenues. We consider originated sales to be an important operating measure because it reflects the pace of sales in our business.

We capitalize direct costs attributable to the sale of VOIs until the sales are recognized. All such capitalized costs are included in other assets in our combined balance sheets. If a contract is cancelled, we charge the unrecoverable direct selling costs to expense. Indirect sales and marketing costs are expensed as incurred. We refer to net vacation ownership sales less cost of sales of vacation ownership products and sales and marketing expenses, as vacation ownership product sales margin.

We offer financing to qualified customers for the purchase of most types of our vacation ownership products. The typical financing agreement provides for monthly payments of principal and interest, with the principal balance of the loan fully amortizing over the term of the related vacation ownership note receivable, which is generally ten years. We offer terms of up to 15 years to qualified customers depending on certain criteria, including their credit qualifications, the transaction price and the level of down payment.

The average FICO score of customers who were U.S. citizens or residents who financed a VOI purchase during the respective period with us was as follows:

 

Average FICO Score

   Six months ended June 30,      Year ended December 31,  
     2015      2014      2014      2013      2012  

Westin

     751         753         750         752         749   

Sheraton

     719         721         718         719         719   

Combined

     737         739         735         737         736   

We earn interest income on vacation ownership notes receivable, as well as fees from servicing the existing securitized portion of our vacation ownership notes receivable portfolio. Consumer financing expenses include costs incurred in support of the financing, servicing and securitization processes, as well as interest expense on securitized debt.

In the event of a default, we generally have the right to recover the mortgaged VOIs and consider loans to be in default upon reaching more than 120 days outstanding. Historical default rates, which represent the trailing twelve months of defaults as a percentage of each period’s beginning gross vacation ownership notes receivable balance, were as follows:

 

     Six months ended June 30,     Year ended December 31,  
     2015     2014     2014     2013     2012  

Historical default rates

     3.3     3.4     3.5     3.4     4.3

Our historical default rates have steadily decreased since 2010 from the depths of the U.S. recession and have remained relatively consistent during 2013, 2014 and the first six months of 2015. Our periodic default rates are affected not only by the total performance of our mortgage portfolio pursuant to our static pool models but also the pace, mix and seasoning of our mortgage originations.

 

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We refer to net vacation ownership sales and financing revenues less cost of sales of vacation ownership products, sales and marketing, interest and other financing expenses as vacation ownership sales and financing margin.

Management and Rental Operations

Our management and rental operations segment revenues are generated from management fees earned for managing each of our resorts and vacation network operations, in addition to rental and other ancillary resort activities. At our resorts, we provide, directly or indirectly through third parties, day-to-day management services, including housekeeping services, operation of reservation systems, maintenance, and certain accounting and administrative services for HOAs. We receive compensation for these management services, which is contract-based and generally calculated as either a percentage of the cost to operate the resorts or based on a fixed fee arrangement. We are reimbursed for the costs incurred to perform our services, including both on-site services, as well as centralized activities performed at our corporate offices. At certain properties, we engage Starwood to manage the resort on our behalf and pay them a fee, which amounted to $3 million for each of the six month periods ended June 30, 2015 and 2014, and $5 million for each of the years ended December 31, 2014, 2013 and 2012.

Many of our owners join our internal vacation network which provides enhanced usage flexibility. In exchange for these services we earn annual and transactional fees.

We source rental inventory from our unsold VOIs, rental inventory we control because owners elected alternative usage options or have elected to forgo use in a particular year, as well as available nights from the Transferred Properties. Our rental business helps mitigate unsold VOI carrying costs and provides a source of tours to our resorts. We also recognize rental revenue from customers’ utilization of Starpoints at our resorts and from ancillary offerings, including food and beverage, retail and spa offerings at our resorts.

To operate the rental and ancillary business, we incur the following expenses: maintenance fees on unsold inventory; costs to provide alternative usage options; subsidy payments to HOAs at resorts that are in the early phases of construction; and marketing costs as well as direct and indirect operating expenses in connection with the resort operations business. Rental metrics may not be comparable between periods given fluctuations in availability by location, unit size (such as two bedroom, one bedroom or studio unit), and owner use and exchange behavior.

We also receive cost reimbursements which reflect recoveries of costs incurred by us on behalf of the vacation ownership properties we manage. These recoveries relate primarily to general operating costs associated with management of properties on behalf of the HOAs and other services we provide where we are the employer. Since our costs are reimbursed with no added margin, these revenues and the corresponding expenses have no impact upon our net income.

Residential

Our residential segment generated its earnings from the development, marketing and selling of residential units associated with SRBH. Development for SRBH was completed in late 2011 and the project was sold out in 2014. Sales of SRBH’s 306 units were as follows:

 

Year Ended December 31,    Units      % of total  

2011

     36         12

2012

     188         61

2013

     78         26

2014

     4         1
  

 

 

    

 

 

 

Total

     306         100
  

 

 

    

 

 

 

As discussed above in our “—Overview” and below in “—Principles of Combination and Basis of Presentation” sections, Starwood will be retaining the legal entity associated with our residential segment at the spin-off date, along with the rights to sell residential units using Starwood brand names.

 

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Corporate

Certain line items reflected in the combined statements of comprehensive income are specific to one of our three business segments. Other income and expense items, including general and administrative, depreciation and amortization, income taxes, and other various income and expenses, are not, in our view, allocable to any of our business segments, as they apply to us generally. Accordingly, these income and expense items are presented as corporate results. Additionally, elimination of intersegment revenues and expenses upon combination are also reflected in the corporate results.

Principles of Combination and Basis of Presentation

Our combined financial statements presented elsewhere in this information statement, and discussed below, have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Starwood. The combined financial statements reflect our historical financial position, results of operations and cash flows as historically operated, in conformity with U.S. GAAP. Certain legal entities included within the legacy Starwood vacation ownership business will be retained by Starwood after the spin-off. SRBH, the only operations in our residential segment, became 100% sold out during 2014, and is included within our combined financial statements. As mentioned above, Starwood will retain the legal entities associated with SRBH as well as our ownership interests in Aruba. The operations comprising Vistana are in various legal entities which do not or will not have a direct ownership relationship. Accordingly, Parent equity is shown in lieu of stockholders’ equity in the combined financial statements. All material intra-company transactions and accounts within these combined financial statements have been eliminated. Our combined financial position, results of operations and cash flows may not be indicative of Vistana had it been a separate stand-alone entity during the periods presented, nor are the results stated herein indicative of what our combined financial position, results of operations and cash flows may be in the future. Refer to Note 19 – Related Party Transactions of our annual combined financial statements and Note 14 – Related Party Transactions of our interim combined financial statements, for further details.

All of our significant transactions with Starwood have been included in our combined financial statements. The net effect of the settlement of these intercompany transactions has been included in our combined cash flows as a financing activity within net transfers from/(to) Parent and are also reflected in our combined balance sheets within net Parent investment. Net Parent investment in our combined balance sheets represents Starwood’s historical investment in us, our accumulated net earnings after taxes, and the net effect of the transactions with and allocations from Starwood.

In connection with the spin-off, we will enter into agreements with Starwood and other third parties that have either not existed historically, or that may be on different terms than the terms of the arrangement or agreements that existed prior to the spin-off. Our combined financial statements do not reflect the impact of these new and/or revised agreements. Our combined financial statements include costs for services provided by Starwood including, for the purposes of these combined financial statements, but not limited to, information technology support, systems maintenance, financial services, human resources, and other shared services. Historically, these costs were charged to us on a basis determined by Starwood to reflect a reasonable allocation of the actual costs incurred to perform these services. In addition, Starwood allocated indirect general and administrative costs to us for certain functions provided by Starwood. Both Starwood and we consider the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented. The allocations may not, however, reflect the expense, either positively or negatively, we would have incurred as an independent, publicly traded company for the periods presented nor are these costs indicative of what we may incur in the future. Refer to Note 19 – Related Party Transactions of our annual combined financial statements and Note 14 – Related Party Transactions of our interim combined financial statements, for further details.

Starwood provides us with a portfolio of insurance coverages including, but not limited to: property, workers’ compensation, auto liability, auto physical damage, general liability, umbrella-excess liability and directors’ and officers’ liability. The majority of these coverages are procured through the commercial insurance marketplace, and may be subject to deductibles, self-insured retentions, terms, conditions and/or sub limits reasonable and customary to our industry. We may also share coverage with other insured locations. In addition, Starwood’s wholly owned captive insurance company may participate in the underwriting of some of these coverages in exchange for premiums received. Premiums associated with these insurance programs have historically been charged to us and are reflected within our combined statements of comprehensive income.

 

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As more fully described in Note 2 – Summary of Significant Accounting Policies and Note 15 – Income Taxes of our annual combined financial statements, as well as Note 10 – Income Taxes of our interim combined financial statements, current and deferred income taxes and related tax expense have been determined based on our stand-alone results by applying a separate return methodology, as if the entities were separate taxpayers in the respective jurisdictions.

Starwood uses a centralized approach to cash management and financing of its operations. Accordingly, none of the Starwood cash, debt and related interest expense has been allocated to us in our combined financial statements. Cash transfers to and from Starwood’s cash management system are reflected as a component of net Parent investment. Refer to Note 19 – Related Party Transactions of our annual combined financial statements and Note 14 – Related Party Transactions of our interim combined financial statements, for further details.

Separation costs incurred until separation date are the responsibility of Starwood and are therefore not reflected in our historical combined financial statements. We will continue to evaluate the non-recurring separation costs that Starwood expects to recover from us at the consummation of the spin-off as well as the estimate of future separation costs to be incurred by us post spin-off. During the six months ended June 30, 2015, Starwood recorded approximately $16 million of costs primarily associated with professional fees for the planned spin-off, none of which has been reflected in our historical combined financial statements.

 

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Results of Operations

The following is an analysis of our interim combined results for the six months ended June 30, 2015, as compared to the six months ended June 30, 2014:

 

    Six months ended June 30,     Six months ended June 30,              
    2015     2014              
(in millions)   Vacation
ownership
sales and
financing
    Management
and rental
operations
    Residential     Corporate     Combined     Vacation
ownership
sales and
financing
    Management
and rental
operations
    Residential     Corporate     Combined     Combined
variance
    %
Change
 

Revenues

                       

Sales of vacation ownership
products, net

  $ 169      $ —        $ —        $ —        $ 169      $ 152      $ —        $ —        $ —        $ 152      $ 17        11

Consumer financing

    41        —          —          —          41        42        —          —          —          42        (1     (2 %) 

Resort and vacation network
management

    —          34        —          —          34        —          33        —          —          33        1        3

Resort operations
and ancillary services

    —          155        —          (12     143        —          146        —          (6     140        3        2

Cost reimbursements

    —          89        —          —          89        —          86        —          —          86        3        3

Residential sales

    —          —          —          —          —          —          —          20        —          20        (20     (100 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total revenues

    210        278        —          (12     476        194        265        20        (6     473        3        1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Costs and expenses

                       

Cost of sales of vacation
ownership products

    41        —          —          —          41        42        —          —          —          42        (1     (2 %) 

Sales and marketing

    92        —          —          (8     84        79        —          —          (2     77        7        9

Consumer financing

    11        —          —          —          11        13        —          —          —          13        (2     (15 %) 

Resort and vacation network
management

    —          13        —          —          13        —          13        —          —          13        —          —     

Resort operations and ancillary
services

    —          124        —          (4     120        —          124        —          (4     120        —          —     

Cost reimbursements

    —          89        —          —          89        —          86        —          —          86        3        3

Residential

    —          —          —          —          —          —          —          9        —          9        (9     (100 %) 

General and administrative

    —          —          —          23        23        —          —          —          21        21        2        10

Depreciation and
amortization

    —          —          —          19        19        —          —          —          19        19        —          —     

Restructuring charges, net

    —          —          —          1        1        —          —          —          1        1        —          —     

Other, net

    —          —          —          (1     (1     —          —          —          4        4        (5     (125 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total costs and expenses

    144        226        —          30        400        134        223        9        39        405        (5     (1 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Income/(loss) before income taxes

    66        52        —          (42     76        60        42        11        (45     68        8        12

Income tax (expense)

    —          —          —          (29     (29     —          —          —          (27     (27     (2     7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Net income (loss)

  $ 66      $ 52      $ —        $ (71   $ 47      $ 60      $ 42      $ 11      $ (72   $ 41      $ 6        15
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Our interim combined revenues increased $3 million, or 1%, to $476 million for the six months ended June 30, 2015, when compared to the corresponding period in 2014, primarily driven by the recognition of $21 million of revenues that had been deferred under POC relating to projects in the Caribbean and California and a $3 million increase in our resort operations and ancillary services revenues due to higher average daily rates and slightly higher rental occupancy. These increases were partly offset by a $20 million decrease in residential sales resulting from the sell out of SRBH residential units in the second quarter of 2014. Costs and expenses decreased $5 million, or 1%, to $400 million for the six months ended June 30, 2015, when compared to the first six months of 2014, primarily due to the decrease in residential costs as a result of the sell out of SRBH residential units in 2014 and the recognition of $4 million in 2015 of business interruption proceeds relating to the impact of Hurricane Odile on our operations in Los Cabos. These decreases were partly offset by an increase in sales and marketing expenses resulting from the recognition of costs that had been deferred under POC, as well as increased marketing efforts.

 

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Vacation Ownership Sales and Financing

Our vacation ownership sales and financing segment generates revenues principally from the development, marketing, selling and consumer financing of VOIs in our vacation ownership resorts. Generally these resorts are marketed under Westin or Sheraton brands.

 

     Six months ended June 30,           %
Change
 
(in millions, except for Tour flow and VPG)    2015     2014     Variance    

Originated sales

   $ 162      $ 163      $ (1     (1 %) 

Revenue recognition adjustments

        

Provision for loan loss

     (8     (7     (1     (14 %) 

Percentage of completion deferral

     4        (17     21        124

Other deferrals and adjustments (1)

     11        13        (2     (15 %) 
  

 

 

   

 

 

   

 

 

   

Sales of vacation ownership products, net

     169        152        17        11

Consumer financing revenues

     41        42        (1     (2 %) 
  

 

 

   

 

 

   

 

 

   

Total vacation ownership sales and financing revenues

     210        194        16        8
  

 

 

   

 

 

   

 

 

   

Cost of sales of vacation ownership products

     41        42        (1     (2 %) 

Sales and marketing

     92        79        13        16

Consumer financing interest expense

     4        6        (2     (33 %) 

Other consumer financing expense

     7        7        —          —     
  

 

 

   

 

 

   

 

 

   

Total vacation ownership sales and financing expenses

     144        134        10        7
  

 

 

   

 

 

   

 

 

   

Vacation ownership sales and financing margin

   $ 66      $ 60      $ 6        10
  

 

 

   

 

 

   

 

 

   

Vacation ownership product sales margin

   $ 36      $ 31      $ 5        16

Vacation ownership product sales margin %

     21     20     1  

Tour flow (2)

     57,720        55,270        2,450        4

VPG (3)

   $ 2,750      $ 2,890      $ (140     (5 %) 

 

  (1) Includes adjustments for incentives and other administrative fee revenues.
  (2) Tour flow represents the number of sales presentations given at our sales centers during the period.
  (3) VPG is calculated by dividing originated sales, excluding telesales and other sales that are not attributed to a tour at a sales location, by the number of sales guest tours.

Vacation ownership sales and financing revenues for the six months ended June 30, 2015 increased $16 million, or 8%, to $210 million, when compared to the corresponding period in 2014. The increase in total segment revenues was primarily due to an increase of $17 million in net sales of VOIs, with a slight offset from consumer financing revenues of $1 million. The $17 million increase in net sales of VOIs was primarily driven by the recognition of $21 million of revenues that had been deferred under POC relating to projects in the Caribbean and California, partially offset by a $2 million increase in other deferrals and adjustments, a $1 million increase in our provision for loan loss associated with the recognition of previously deferred POC revenues and a $1 million decrease in originated sales. The slight decrease in originated sales was driven by a decrease in our VPG as a result of a 2% lower average contract price, mostly due to the mix of inventory sold. Tour flow increases were related to our owner and new buyer marketing channels.

Our vacation ownership sales and financing margin increased $6 million to $66 million for the six months ended June 30, 2015, when compared to the corresponding period in 2014, primarily due to a $5 million increase in vacation ownership product sales margin. This increase resulted from the $17 million increase in net sales of VOIs discussed above, offset by a $13 million increase in sales and marketing expenses resulting from the recognition of costs that had been deferred under POC, increased marketing efforts and increased intersegment marketing expenses due to higher average daily rates incurred for marketing packages as a result of rental demand. Intersegment revenues and expenses are eliminated in our combined results. While net sales of VOIs increased primarily due to the recognition of deferred POC revenues as discussed above, our cost of sales of vacation ownership products decreased $1 million due to a reserve recorded in the six months ended June 30, 2014 for certain remediation costs at one of our resort projects which is substantially sold out; there was no such reserve required to be recorded in the six months ended June 30, 2015. The decrease in the reserve recorded was substantially offset by an increase in the recognition of cost of sales previously deferred under POC. Also contributing to the vacation ownership product sales and financing margin increase is our consumer financing interest expense, which decreased $2 million due to a lower average outstanding securitized debt balance, driven by normal ongoing monthly debt payments.

 

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Management and Rental Operations

Our management and rental operations segment derives its revenues from: (i) resort and vacation network management, which generates fees for managing our resort properties and the internal exchange network that provides customers options to exchange annual occupancy use rights at their vacation ownership property for time at another vacation ownership property in our network or for Starpoints; (ii) resort operations and ancillary services, which generate rental revenues and other ancillary revenues such as food and beverage sales at the resort properties we manage, and (iii) cost reimbursements, which represent the reimbursements of costs from HOAs incurred at the vacation ownership properties we manage.

 

     Six months ended June 30,           %
Change
 
(in millions)    2015     2014     Variance    

Resort and vacation network management revenues

   $ 34      $ 33      $ 1        3

Resort operations and ancillary services revenues

     155        146        9        6

Cost reimbursement revenues

     89        86        3        3
  

 

 

   

 

 

   

 

 

   

Total management and rental operations revenues

     278        265        13        5
  

 

 

   

 

 

   

 

 

   

Resort and vacation network management expenses

     13        13        —          —     

Resort operations and ancillary services expenses

     124        124        —          —     

Cost reimbursement expenses

     89        86        3        3
  

 

 

   

 

 

   

 

 

   

Total management and rental operations expenses

     226        223        3        1
  

 

 

   

 

 

   

 

 

   

Management and rental operations margin

   $ 52      $ 42      $ 10        24
  

 

 

   

 

 

   

 

 

   

Resort and vacation network management margin

   $ 21      $ 20      $ 1        5

Resort and vacation network management margin %

     62     61     1  

Resort operations and ancillary services margin

   $ 31      $ 22      $ 9        41

Resort operations and ancillary services margin %

     20     15     5  
     Six months ended June 30,           %
Change
 
     2015     2014     Variance    

Rental availability, net (1)

     770,130        815,350        (45,220     (6 %) 

Keys rented (2)

     609,210        620,710        (11,500     (2 %) 

ADR (3)

   $ 187      $ 172      $ 15        9

Rental occupancy

     79     76     3  

 

  (1) Rental availability, net is adjusted for approximately 33,000 rooms at June 30, 2015 and approximately 20,000 rooms at June 30, 2014 that were classifed as out of order for maintenance and renovation or set aside as sales models at period end.
  (2) Keys rented represents the total number of room-nights rented.
  (3) ADR represents the average daily rental rate for an occupied room.

Management and rental operations segment revenues for the six months ended June 30, 2015 increased $13 million, or 5%, to $278 million, when compared to the corresponding period in 2014, due to an increase of $9 million in resort operations and ancillary services revenues, an increase of $3 million in cost reimbursement revenues, and a $1 million increase in resort and vacation network management revenues. The $9 million increase in resort operations and ancillary services revenues was primarily driven by an increase in rental revenues due to higher average daily rates and slightly higher rental occupancy, combined with higher associated ancillary revenues and an increase in intersegment sales and marketing revenues due to higher room rates charged to the vacation ownership sales and financing segment for marketing packages, resulting from the strengthening rental market. There is a corresponding increase in sales and marketing expense in the vacation ownership sales and financing segment and these intersegment revenues and expenses are eliminated in our combined results. These increases were partly offset by a decrease in revenues from The Westin Resort and Spa, Los Cabos, which temporarily ceased operations in September 2014 due to damage from Hurricane Odile. The Westin Resort and Spa, Los Cabos is not projected to reopen before December 2015. The $3 million increase in cost reimbursement revenues was primarily due to additional deeded weeks for the new phases of resorts entering our network. As the number of deeded weeks increase, our reimbursable costs, and therefore revenues, increase accordingly.

 

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Our management and rental operations margin increased $10 million to $52 million for the six months ended June 30, 2015, when compared to the corresponding period in 2014, primarily due to a 500 basis points increase in our resort operations and ancillary services margin percentage, as revenues increased $9 million driven by higher average daily rates and slightly higher rental occupancy while resort operations and ancillary services expenses remained flat between the corresponding periods.

Residential

Our residential segment was responsible for overseeing the development, marketing and sales of residential units at SRBH and generated revenues through the sales of these units.

 

     Six months ended June 30,             %
Change
 
(in millions, except units closed)    2015      2014      Variance     

Residential sales

   $ —         $ 20       $ (20      (100 %) 

Residential expenses

     —           9         (9      (100 %) 
  

 

 

    

 

 

    

 

 

    

Residential margin

   $ —         $ 11       $ (11      (100 %) 
  

 

 

    

 

 

    

 

 

    

Units closed

     —           4         (4      (100 %) 

We had no residential activity during the six months ended June 30, 2015, as the SRBH project was sold out in 2014. Four units closed during the six months ended June 30, 2014, resulting in the project being sold out as of June 30, 2014.

Corporate

Below are the net expense items which are not specific to any of our three business segments, and accordingly, are reported as Corporate costs and expenses.

 

     Six months ended June 30,           %
Change
 
(in millions)    2015     2014     Variance    

General and administrative

   $ 23      $ 21      $ 2        10

Depreciation and amortization

     19        19        —          —     

Restructuring charges, net

     1        1        —          —     

Other, net

     (1     4        (5     (125 %) 

Income tax expense

     29        27        2        7

Effective tax rate

     38     40     (2 %)   

General and administrative costs increased $2 million to $23 million for the six months ended June 30, 2015, compared to the same period in 2014, primarily due to increased professional fees and employee related costs.

Other, net decreased $5 million for the six months ended June 30, 2015, compared to the same period in 2014, primarily due to the recognition of $4 million of business interruption insurance proceeds in the first six months of 2015 relating to Hurricane Odile.

The increase in income tax expense for the six months ended June 30, 2015, compared to the same period in 2014, was primarily the result of higher pretax income.

 

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The following is an analysis of our combined results for the year ended December 31, 2014, as compared to the year ended December 31, 2013:

 

    Year ended December 31,     Year ended December 31,              
    2014     2013              
(in millions)   Vacation
ownership
sales and
financing
    Management
and rental
operations
    Residential     Corporate     Combined     Vacation
ownership
sales and
financing
    Management
and rental
operations
    Residential     Corporate     Combined     Combined
variance
    %
Change
 

Revenues

                       

Sales of vacation ownership products, net

  $ 321      $ —        $ —        $ —        $ 321      $ 327      $ —        $ —        $ —        $ 327      $ (6     (2 %) 

Consumer financing

    83        —          —          —          83        84        —          —          —          84        (1     (1 %) 

Resort and vacation network management

    —          63        —          —          63        —          58        —          —          58        5        9

Resort operations and ancillary services

    —          270        —          (11     259        —          261        —          (11     250        9        4

Cost reimbursements

    —          174        —          —          174        —          167        —          —          167        7        4

Residential sales

    —          —          21        —          21        —          —          266        —          266        (245     (92 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total revenues

    404        507        21        (11     921        411        486        266        (11     1,152        (231     (20 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Costs and expenses

                       

Cost of sales of vacation ownership products

    84        —          —          —          84        87        —          —          —          87        (3     (3 %) 

Sales and marketing

    161        —          —          (3     158        160        —          —          (3     157        1        1

Consumer financing

    24        —          —          —          24        30        —          —          —          30        (6     (20 %) 

Resort and vacation network management

    —          28        —          —          28        —          26        —          —          26        2        8

Resort operations and ancillary services

    —          242        —          (8     234        —          235        —          (8     227        7        3

Cost reimbursements

    —          174        —          —          174        —          167        —          —          167        7        4

Residential

    —          —          9        —          9        —          —          146        —          146        (137     (94 %) 

General and administrative

    —          —          —          43        43        —          —          —          41        41        2        5

Depreciation and amortization

    —          —          —          38        38        —          —          —          35        35        3        9

Restructuring charges, net

    —          —          —          —          —          —          —          —          1        1        (1     (100 %) 

Other expenses, net

    —          —          —          3        3        —          —          —          8        8        (5     (63 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Total costs and expenses

    269        444        9        73        795        277        428        146        74        925        (130     (14 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Equity earnings from unconsolidated joint venture

    —          —          —          1        1        —          —          —          2        2        (1     (50 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Income before income taxes

    135        63        12        (83     127        134        58        120        (83     229        (102     (45 %) 

Income tax (expense)

    —          —          —          (52     (52     —          —          —          (90     (90     38        (42 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Net income (loss)

  $ 135      $ 63      $ 12      $ (135   $ 75      $ 134      $ 58      $ 120      $ (173   $ 139      $ (64     (46 %) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Our combined revenues decreased $231 million to $921 million for the year ended December 31, 2014, when compared to the corresponding period in 2013, primarily due to fewer residential closings at SRBH in 2014, given the sell out of the project during the second quarter of 2014. Similarly, costs and expenses decreased $130 million during this period, primarily driven by the decrease in the number of units sold at SRBH.

 

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Vacation Ownership Sales and Financing

 

     Year ended December 31,            %  
(in millions, except Tour flow and VPG)    2014     2013     Variance      Change  

Originated sales

   $ 323      $ 326      $ (3      (1 %) 

Revenue recognition adjustments

         

Provision for loan loss

     (22     (12     (10      (83 %) 

Percentage of completion deferral

     (1     (7     6         86

Other deferrals and adjustments (1)

     21    &