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Prospectuses and communications, business combinations







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Starwood Hotels & Resorts Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code: (203) 964-6000

Not Applicable

(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:

Item 1.01 Entry into a Material Definitive Agreement

On October 28, 2015, Starwood Hotels & Resorts Worldwide, Inc. ( Starwood ) announced that, on October 27, 2015, it had entered into definitive agreements with Interval Leisure Group, Inc. ( ILG ) and Vistana Signature Experiences, Inc., a Delaware corporation and its wholly-owned subsidiary ( Vistana ), for a Reverse Morris Trust transaction pursuant to which, subject to the terms and conditions of certain definitive agreements, (1) Starwood will transfer its vacation ownership business and five hotels to be converted to timeshare properties (collectively with the vacation ownership business, the Vistana Business ) to Vistana (the Reorganization ), (2) after which, Starwood will distribute to its stockholders on a pro rata basis all of the issued and outstanding shares of common stock, par value $0.01 per share, of Vistana (the Vistana Common Stock ) held by Starwood (the Spin-Off ) and (3) immediately after the Spin-Off, Iris Merger Sub, Inc., a wholly owned subsidiary of ILG ( Merger Sub ), will merge with and into Vistana (the Merger ) and each share of Vistana Common Stock will be converted into a number of shares of common stock, par value $0.01 per share, of ILG ( ILG Common Stock ) in accordance with a fixed exchange ratio (the Exchange Ratio ) agreed to in the Merger Agreement (as defined below). When the Merger is completed, Vistana (which at that time will hold the Vistana Business) will be a wholly owned subsidiary of ILG and Starwoods stockholders will own 55% of the outstanding shares of ILG on a fully-diluted basis and the existing stockholders of ILG will own 45% of ILG on a fully-diluted basis. The Spin-Off and the Merger are expected to be tax-free to Starwood stockholders, except to the extent that cash is paid to Starwood stockholders in lieu of fractional shares in the Merger. The transaction will not require a vote of Starwood stockholders. Upon the closing of the Merger, ILGs Board of Directors will consist of 13 directors, comprising nine current ILG directors, including two Liberty Interactive Corporation appointees, and four of Starwoods director appointees.

The definitive agreements entered into include (1) an Agreement and Plan of Merger (the Merger Agreement ), dated as of October 27, 2015, among Starwood, Vistana, ILG and Merger Sub and (2) a Separation Agreement (the Separation Agreement ), dated as of October 27, 2015, among Starwood, Vistana and ILG. In connection with the transactions, Starwood, Vistana and ILG have entered, or will enter into, additional agreements, including, among others:

The Merger Agreement

ILG, Starwood (on behalf of itself and Vistana) and Merger Sub each made certain representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by ILG to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and consummation of the Merger and not to take certain actions prior to the closing of the Merger without the prior approval of Starwood. In addition, Starwood also agreed to cause the Vistana Business to be conducted in the ordinary course during the interim period and not to take certain actions prior to the closing of the Merger without the approval of ILG.

ILG has agreed not to (a) solicit proposals or enter into agreements relating to alternative acquisition transactions or (b) subject to certain exceptions, enter into discussions concerning, or to provide confidential information in connection with, any proposals for alternative acquisition transactions. However, prior to the approval by ILGs stockholders of the issuance of ILG Common Stock in connection with the Merger, ILGs board of directors may withhold, withdraw, qualify or modify its recommendation that ILGs stockholders approve such issuance of ILG Common Stock or approve, recommend or otherwise declare advisable any Superior Proposal (as

defined in the Merger Agreement) or terminate the Merger Agreement to enter into an Adverse Acquisition Agreement (as defined in the Merger Agreement) providing for a Superior Proposal, subject to ILG complying with notice and other specified conditions, including giving Starwood the opportunity to propose revisions to the terms of the transaction contemplated by the Merger Agreement during a period following notice and the payment of the Termination Fee (as defined below) prior to or concurrently with such termination.

Consummation of the Merger is subject to various conditions, including, among others, approval of the issuance of ILG Common Stock by the requisite vote of ILGs stockholders; the effectiveness of ILGs registration statement registering the ILG Common Stock to be issued pursuant to the Merger Agreement and, if applicable, the Vistana Registration Statement (as defined in the Merger Agreement); the Spin-Off having taken place in accordance with the Separation Agreement; expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and receipt of the Mexican Competition Approval (as defined in the Merger Agreement). The parties have agreed to use their respective reasonable best efforts to obtain all necessary regulatory approvals for the Merger. The obligation of each party to consummate the Merger is also conditioned upon the other partys representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement.

The Merger Agreement also provides for...