Cravath – Starwood’s $12.2 Billion Merger with Marriott

On November 16, 2015, Marriott International, Inc. and Starwood Hotels & Resorts Worldwide, Inc. announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will combine to create the world’s largest hotel company. Cravath is representing Starwood in connection with this transaction.

The total value to be received by Starwood shareholders in connection with the Marriott transaction along with Starwood’s previously announced spin‑off of its timeshare business and subsequent merger with Interval Leisure Group will be approximately $13.5 billion, which includes (1) $11.9 billion of Marriott International stock to be issued in the Marriott transaction, (2) $340 million of cash to be paid in the Marriott transaction and (3) $1.3 billion in shares from the timeshare business transaction.

On March 14, 2016, Starwood announced it received an unsolicited US$13 billion acquisition proposal from a consortium of companies. Cravath is also representing Starwood in connection with this proposal.

The Cravath team is being led by partners Scott A. Barshay, Damien R. Zoubek, Joseph D. Zavaglia and Keith Hallam and includes associates Stephanie R. Gallina, Ankur N. Patel, Rachael G. Coffey, Daniel J. Cerqueira, Matthew M. Kelly, Adam J. Gross and Nicoleta D. Lupea on M&A matters; partner Lauren Angelilli, senior attorney Andrew Carlon and associate Tara L. Rhoades on tax matters; partner Eric W. Hilfers and associates Jonathan J. Katz and Matthew J. Bobby on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; and partner Christine A. Varney and associate Margot A. Miller on antitrust matters. Catalina S. Parkinson and Allison C. Davido also worked on M&A and antitrust matters, respectively.

Source:  www.cravath.com