November 20, 2009 // Franchising.com // White Plains, NY – Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT), today announced that, as of 5:00 p.m., New York City time, on November 19, 2009 (the "Early Tender Date"), $193,652,000 aggregate principal amount of its 7â...ž% Senior Notes due 2012 (CUSIP No. 85590AAD6/U85650AB2) (the "2012 Notes") and $132,107,000 aggregate principal amount of its 6¼% Senior Notes due 2013 (CUSIP No. 85590AAK0) (the "2013 Notes" and, together with the 2012 Notes, the "Notes") have been tendered and not validly withdrawn in connection with the Company's previously announced cash tender offer (the "Tender Offer"), on the terms and subject to the conditions set forth in the Company's Offer to Purchase, dated November 5, 2009, and a related Letter of Transmittal, to purchase up to $200,000,000 aggregate principal amount (subject to increase by Starwood) of the 2012 Notes and $100,000,000 aggregate principal amount (subject to increase by Starwood) of the 2013 Notes. Proceeds from Starwood's underwritten public offering of $250 million of 7.150% Senior Notes due 2019, together with cash on hand, will be used to purchase Notes pursuant to the Tender Offer. The underwritten public offering closed on November 20, 2009.
Because 2013 Notes in excess of the maximum tender amount for such series have been tendered and not validly withdrawn in the Tender Offer, Starwood will accept 2013 Notes for purchase and pay holders thereof on a pro rata basis among tendering holders of the 2013 Notes. Any tendered 2013 Notes that are not accepted for purchase will be returned without expense to the tendering holder.
Pursuant to the terms of the Tender Offer, tendered Notes may no longer be withdrawn after the Early Tender Date.
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 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 customary conditions described in the Offer to Purchase.
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 2 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.
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.
Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with 982 properties in 100 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.
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 Starwood's 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 Starwood's 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 SEC's 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.