Actionable news
0
All posts from Actionable news
Actionable news in IILG: Interval Leisure Group, Inc.,

Prospectuses and communications, business combinations

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)

Registrants 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 Starwoods 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 Companys 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 Companys 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.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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, managements current expectations and assumptions about future events, including the consummation of the proposed Merger, future financial performance, the combined companys 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 Companys 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 Companys, Starwoods and Vistanas 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 SECs website, http://www.sec.gov. Copies of documents filed with the SEC by the Company are available free of charge on the Companys investor relations website. Copies of documents filed with the SEC by Starwood are available free of charge on Starwoods investor relations website.

3

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