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8-K - FORM 8-K - STARWOOD HOTEL & RESORTS WORLDWIDE, INC | p16236e8vk.htm |
EX-1.1 - EX-1.1 - STARWOOD HOTEL & RESORTS WORLDWIDE, INC | p16236exv1w1.htm |
Exhibit 99.1
For Immediate Release
Starwood Announces Cash Tender Offer for Outstanding Notes
White Plains, NY November 5, 2009 Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT),
today announced that it has commenced a cash tender offer (the Tender Offer) to purchase up to
$300,000,000 aggregate principal amount (subject to increase by Starwood, the Aggregate Maximum
Tender Amount) of its
71/8% Senior Notes due 2012 (CUSIP No. 85590AAD6/85590AAC8) (the 2012 Notes)
and 61/4% Senior Notes due 2013 (CUSIP No. 85590AAK0) (the 2013 Notes and, together with the 2012
Notes, the Notes) subject to the Maximum Tender Amount for each series of Securities set forth in
the table below. The terms and conditions of the Tender Offer are described in an offer to
purchase, dated November 5, 2009 (the Offer to Purchase), and a related Letter of Transmittal.
Starwood also announced today that it has launched a concurrent public offering of new senior
notes, the proceeds from which will be used to purchase all Notes validly tendered and accepted for
purchase in the Tender Offer.
The following table summarizes the material pricing terms of the Tender Offer:
Dollars per $1,000 Principal | ||||||||||||||||||||||||
Amount of Securities | ||||||||||||||||||||||||
Aggregate | ||||||||||||||||||||||||
Principal | Early | |||||||||||||||||||||||
CUSIP | Amount | Tender Offer | Tender | Total | Maximum | |||||||||||||||||||
Title of Security | Number | Outstanding | Consideration | Premium | Consideration | Tender Amount | ||||||||||||||||||
71/% Senior Notes due 2012 |
85590AAD6/85590AAC8 | $ | 800,000,000 | $ | 1,030 | $ | 30 | $ | 1,060 | $ | 200,000,000 | |||||||||||||
61/4% Senior Notes due 2013 |
85590AAK0 | $ | 600,000,000 | $ | 990 | $ | 30 | $ | 1,020 | $ | 100,000,000 |
The Tender Offer will expire at 12:00 midnight, New York City time, on December 4, 2009, unless
extended or earlier terminated (the Expiration Date). The consideration for each $1,000
principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the
Tender Offer will be the applicable consideration for such series of Notes set forth in the table
above (with respect to each series, the Tender Offer Consideration). Holders of Notes who
validly tender (and do not withdraw) their Notes at or prior to 5:00 p.m., New York City time, on
November 19, 2009 (the Early Tender Date) and whose Notes are accepted for purchase pursuant to
the Tender Offer will receive the Tender Offer Consideration for such series, plus the applicable
early tender premium set forth in the table above (the Early Tender Premium and, together with
the Tender Offer Consideration, the Total Consideration). Holders of Notes tendering their Notes
after the Early Tender Date will not be eligible to receive the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive the
applicable consideration set forth in the table above, plus accrued and unpaid interest from the
last interest payment date to, but not including, the Settlement Date (as such term is defined in
the Offer to Purchase).
Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on
November 19, 2009, unless extended by Starwood (the Withdrawal Deadline). Holders of Notes who
tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not
withdraw their tendered Notes.
The consummation of the Tender Offer is not conditioned upon any minimum amount of Notes being
tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including, among others, Starwood receiving funds from an
underwritten public offering of new debt securities sufficient to purchase all Notes validly
tendered (and not validly withdrawn) and accepted for purchase by the Company and pay all fees and
expenses in connection with the underwritten offering and the Tender Offer.
Citigroup Global Markets Inc., BofA Merrill Lynch, Barclays Capital, Deutsche Bank Securities and
J.P. Morgan are the dealer managers of the tender offer. Global Bondholder Services Corporation
has been retained to serve as both the depositary and the information agent for the tender offer.
Persons with questions regarding the tender offer should contact Citigroup Global Markets Inc. at
(toll-free) (800) 558-3745 or (collect) (212) 723-6106 or BofA Merrill Lynch at (toll-free) (888)
292-0700 or (collect) (980) 388-4603. Requests for copies of the Offer to Purchase, related Letter
of Transmittal and other related materials should be directed to Global Bondholder Services
Corporation at (toll-free) (866) 470-4300 or (collect) (212) 430-3774.
None of Starwood or its affiliates, its board of directors, the dealer manager, the depositary, the
information agent or the trustee for the Notes, makes any recommendation as to whether holders of
the Notes should tender or refrain from tendering the Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
senior notes or any other securities, nor shall there be any sale of the senior notes or any other
securities in any state in which such offer, solicitation or sale would be unlawful. The tender
offer is made only by the Offer to Purchase and the accompanying Letter of Transmittal. The tender
offer is not being made to holders of notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed
broker or dealer, the tender offer will be deemed to be made on behalf of Starwood by the dealer
manager, or one or more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
About Starwood Hotels & Resorts Worldwide, Inc.®
Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the
world with 960 properties in 97 countries and approximately 145,000 employees at its owned and
managed properties. Starwood® Hotels is a fully integrated owner, operator and franchisor of hotels
and resorts with the following internationally renowned brands: St. Regis®, The Luxury Collection®,
Sheraton®, Westin®, Four Points® by Sheraton, W®, Le Méridien®, and the recently announced
AloftSM and ElementSM. Starwood Hotels also owns Starwood Vacation Ownership,
Inc., one of the premier developers and operators of high quality vacation interval ownership
resorts. For more information, please visit www.starwoodhotels.com.
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Forward Looking Statements
This communication contains forward-looking statements relating to the terms and timing of the
tender offer, the expected source of funding for the tender offer and Starwoods ability to
implement its strategic and business initiatives. These forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and
are subject to risks, uncertainties, assumptions and other factors that are difficult to predict
and that could cause actual results to vary materially from those expressed in or indicated by
them. Additional risks and factors are identified in Starwoods filings with the SEC, including
its annual report on Form 10-K for the year ended December 31, 2008 and its quarterly report on
Form 10-Q for the quarter ended March 31, 2009, which are available on the SECs website at
http://www.sec.gov. Starwood undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether as a result of new information,
future events or otherwise.
***********************************************************
Investor Contact
Jason Koval
Vice President, Investor Relations
914-640-8165
Vice President, Investor Relations
914-640-8165
** Please contact Starwoods new, toll-free media hotline at (866) 4-STAR-PR
(866-478-2777) for photography or additional information.**
(866-478-2777) for photography or additional information.**
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