Summary
This Form 8-K filing from Marriott International Inc. on March 21, 2016, announces a significant amendment to its previously agreed-upon merger agreement with Starwood Hotels & Resorts Worldwide, Inc. The primary change is an adjustment to the merger consideration offered to Starwood stockholders. The revised deal now offers 0.80 shares of Marriott common stock and $21.00 in cash per Starwood share, a notable increase from the initial offer of 0.92 Marriott shares and $2.00 cash. This amendment also increases the termination fee payable by Starwood to Marriott under specific circumstances, from $400 million to $450 million, and includes a provision for Starwood to reimburse Marriott for certain financing-related expenses. Both companies have also agreed to schedule and then adjourn their respective stockholder meetings to consider the transaction on March 28, 2016, with the adjournment lasting until April 8, 2016, indicating a continued path toward finalizing the merger.
Key Highlights
- 1Marriott and Starwood entered into Amendment No. 1 to their Agreement and Plan of Merger.
- 2The merger consideration for Starwood stockholders has been revised to 0.80 shares of Marriott common stock and $21.00 in cash per share (previously 0.92 shares and $2.00 cash).
- 3The termination fee payable by Starwood under specified conditions has increased from $400 million to $450 million.
- 4Starwood has agreed to reimburse Marriott for up to $18 million in out-of-pocket expenses related to financing.
- 5Both Marriott and Starwood will convene their stockholder meetings on March 28, 2016, and immediately adjourn them until April 8, 2016, to vote on the amended merger agreement.
- 6The filing includes forward-looking statements regarding the transaction's expected benefits and impacts, along with disclaimers about associated risks and uncertainties.