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EX-99.1 - EX-99.1 - ILG, LLCa16-8545_2ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  April 20, 2016

 

Interval Leisure Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34062

 

26-2590997

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

6262 Sunset Drive, Miami, FL

33143

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (305) 666-1861

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On April 20, 2016, Interval Leisure Group, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote on (i) a proposal to approve the issuance of common stock, par value $0.01 per share, of the Company (the “Stock Issuance”), contemplated by the Agreement and Plan of Merger, dated as of October 27, 2015, as amended and restated on April 18, 2016 (the “Merger Agreement”), by and among the Company, Iris Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), and Vistana Signature Experiences, Inc. (“Vistana”), pursuant to which, immediately following the spin-off of Vistana to Starwood’s stockholders (the “Spin-Off”), Merger Sub will merge with and into Vistana (the “Merger”) with Vistana surviving the Merger as a wholly-owned subsidiary of the Company; and (ii) a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Stock Issuance.

 

The proposal to approve the Stock Issuance was approved by the Company’s stockholders.  The final report of the votes for this proposal was as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

50,599,183

 

2,278,862

 

37,894

 

0

 

 

The proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Stock Issuance was approved by the Company’s stockholders.  The final report of the votes for this proposal was as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

48,900,111

 

3,986,938

 

28,890

 

0

 

 

Adjournment or postponement of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Stock Issuance.

 

Item 8.01. Other Events.

 

 

 

On April 20, 2016, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Subject to the satisfaction of the remaining conditions to closing of the Merger, the Company expects the Merger to close on April 30, 2016 in accordance with the terms of the Merger Agreement. However, there can be no assurance that the closing of the Merger will occur by that time or at all.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit Number

 

Description

99.1

 

Press Release, dated April 20, 2016.

 

Cautionary Language Concerning Forward-Looking Statements

 

Information set forth in this communication, including statements as to the expected timing, completion and effects of the Merger, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed Merger, management’s current expectations and assumptions about future events, including the consummation of the proposed Merger, future financial performance, the combined company’s plans, objectives, expectations, intentions, business prospects and strategy, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of the Company, Vistana and Starwood and are subject to significant risks and uncertainties outside of the Company’s control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) risks that any of the closing conditions to the proposed Merger, including the Spin-Off, may not be satisfied in a timely manner, and (3) failure to realize the benefits expected from the proposed Merger.  Discussions of additional risks and uncertainties are contained in the Company’s, Starwood’s and Vistana’s filings with the U.S. Securities and Exchange Commission (the “SEC”).  None of the Company, Starwood or Vistana is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise.  Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

 

Additional Information and Where to Find It

 

In connection with the proposed Merger, the Company filed a registration statement on Form S-4 (File No. 333-208567) (as amended, the “Registration Statement”), containing a proxy statement/prospectus with the SEC.  The Registration Statement was declared effective by the SEC on March 17, 2016, and the Company mailed the proxy statement/prospectus to its stockholders beginning on or around March 21, 2016.  STOCKHOLDERS OF THE COMPANY AND STARWOOD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  Investors and security holders can obtain copies of the proxy statement/prospectus as well as other filings containing information about the Company, Starwood and Vistana, without charge, at the SEC’s website, http://www.sec.gov.  Copies of documents filed with the SEC by the Company are available free of charge on the Company’s investor relations website.  Copies of documents filed with the SEC by Starwood are available free of charge on Starwood’s investor relations website.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Interval Leisure Group, Inc.

 

 

 

 

 

By:

/s/ Victoria J. Kincke

 

Name:

Victoria J. Kincke

 

Title:

Senior Vice President, General Counsel

 

 

and Secretary

 

Date:  April 20, 2016

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release, dated April 20, 2016.

 

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