What is the primary purpose of this 8-K filing?

This 8-K filing announces the entry into a material definitive agreement between Marriott International, Inc. and Starwood Hotels & Resorts Worldwide, Inc. for Marriott to acquire Starwood, outlining the key terms of the Merger Agreement.

What will Starwood stockholders receive in the acquisition?

Starwood stockholders will receive a combination of Marriott's common stock and cash. Specifically, they will receive 0.920 shares of Marriott common stock and $2.00 in cash for each share of Starwood common stock they hold.

What conditions must be met for the merger to be completed?

The consummation of the merger is subject to several conditions, including the approval of the stock issuance by Marriott's stockholders, approval of the merger by Starwood's stockholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other required regulatory approvals, and the completion of Starwood's previously announced separation of its vacation ownership business.

Are there any penalties if the deal doesn't go through?

Yes, the Merger Agreement includes termination rights for both parties. Under specified circumstances, such as if either company terminates the agreement to enter into a superior acquisition proposal, a termination fee of $400 million will be payable.

MAR 8-K: Material Agreements

Summary

Marriott International, Inc. (MAR) announced a significant development in its Form 8-K filing dated November 16, 2015. The company entered into a definitive Agreement and Plan of Merger with Starwood Hotels & Resorts Worldwide, Inc. to acquire Starwood in a combination transaction. This strategic move is poised to create a leading global lodging company with an extensive portfolio of brands and a significant worldwide presence. The acquisition will be structured as a series of mergers, resulting in Starwood stockholders receiving a combination of Marriott common stock and cash for their shares. The transaction is subject to customary closing conditions, including stockholder approvals from both Marriott and Starwood, as well as regulatory approvals such as the Hart-Scott-Rodino Antitrust Improvements Act. The filing outlines the key terms of the merger agreement, including covenants, termination provisions, and a specified termination fee, signaling a serious commitment to this transformative deal.

Key Highlights

1Marriott International, Inc. has entered into a definitive Merger Agreement to acquire Starwood Hotels & Resorts Worldwide, Inc.
2The acquisition will be executed through a series of merger transactions.
3Starwood stockholders will receive a combination of Marriott's common stock (0.920 shares) and $2.00 in cash per Starwood share.
4The transaction is contingent upon customary closing conditions, including approvals from both companies' stockholders and regulatory bodies.
5The filing details customary representations, warranties, and pre-closing covenants for both parties.
6The Merger Agreement includes 'no shop' provisions and outlines specific termination rights and a $400 million termination fee under certain circumstances.
7A joint press release was issued on November 16, 2015, announcing the entry into the Merger Agreement.

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Material Agreement (Nov 16, 2015)

Summary

Key Highlights

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