Starwood Lodging Shareholders Approve Acquisition of Westin Hotels & Resorts
Starwood Lodging Shareholders Approve Acquisition of Westin Hotels & Resorts
Starwood Lodging Shareholders Approve Acquisition of Westin Hotels & Resorts; Company Also Receives Antitrust Clearance on Westin Transaction
December 16, 1997
PHOENIX--(BUSINESS WIRE) via Individual Inc. -- Starwood Lodging Trust (the "Trust"), the nation's largest hotel real estate investment trust, and Starwood Lodging Corp. (the "Corporation," and collectively with the Trust, the "Company"), a hotel operating company, whose shares are paired for trading
More than 99% of the votes cast were in favor of the Westin acquisition (approximately 80% of the outstanding shares were present at the meeting). Shareholders at the Annual Meetings also overwhelmingly approved the following three other initiatives that were presented to shareholders in the Trust's and Corporation's Joint Proxy Statement dated Nov. 12, 1997:
The Trust's and the Corporation's name changes to Starwood Hotels & Resorts Trust and Starwood Hotels & Resorts Worldwide Inc., respectively, effective upon the completion of the Westin acquisition.
Election of respective nominees to the Trust's Board of Trustees and the Corporation's Board of Directors.
The amendment and restatement of the Trust's and Corporation's 1995 Long-Term Incentive Plan.
"The acquisition of Westin completes our corporate goal of becoming a fully integrated hotel owner and operator with a global, premier brand name, " said Barry S. Sternlicht, chairman and chief executive officer of Starwood Lodging Trust.
"This acquisition, our pending ITT transaction and our acquisition pipeline have positioned us to enter 1998 as one of the most dominant companies in the worldwide hotel industry. We look forward to continued growth in the value of the investments of those who have brought us to this point, our shareholders."
Company Receives Antitrust Clearance on Westin Transaction
The Company also announced today that the Federal Trade Commission and the Department of Justice have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to the Westin transaction. Accordingly, the acquisition of Westin Worldwide is expected to be completed by Jan. 2, 1998.
Approval to Acquire Westin Hotels & Resorts
Shareholders at the Annual Meetings approved a proposal by the Trust and the Corporation to acquire Westin Hotels & Resorts. The Company believes the acquisition of Westin Hotels & Resorts will provide Starwood Lodging with the following benefits:
Acquisition of the interests in 16 upscale hotels, including the Westin Seattle; Westin Peachtree Plaza, Atlanta; Westin Cincinnati; Westin Tabor Center, Denver; Westin Ft. Lauderdale; Westin Indianapolis; Westin San Francisco Airport; Westin Resort, St. John; Westin St. Francis, San Francisco; Westin Michigan Avenue, Chicago; Westin O'Hare, Chicago; Westin Galleria, Dallas; Westin South Coast Plaza, Orange County; the Westin Galleria and Oaks, Houston; the Westin London, Ontario, Canada; and the Cherry Creek Inn, Denver.
The transaction is expected to be accretive to Starwood Lodging's 1998 per share funds from operations.
Westin is one of the few global brands that has a pure "upscale" image and a significant and growing worldwide presence. The Company believes the "upscale" image's market segment has the best prospects for sustained growth in the coming years.
The combined management team of Starwood Lodging and Westin will have significant industry expertise and will enhance management depth.
Westin provides Starwood Lodging with access to global investment opportunities and "proprietary" acquisition opportunities.
Westin provides Starwood Lodging with new avenues of growth in franchising and managing hotels for third parties and enables the Company to capture franchise fees and the opportunity to enhance revenues on those assets that will be branded as Westin. It is anticipated that as many as 20 of Starwood Lodging's assets will be converted to Westin hotels.
Shareholders Approve Company Name Change
A proposal was also approved to change the name of the Trust to Starwood Hotels & Resorts Trust and to change the name of the Corporation to Starwood Hotels & Resorts Worldwide Inc., effective upon completion of the Westin acquisition. As part of this proposal, the Trust will increase its number of authorized shares of beneficial interest and the Corporation will increase the number of authorized shares of capital stock.
"The new names better reflect Starwood's expanded worldwide presence and our asset base of predominately luxury and upscale hotels, including several world-class resorts," concluded Sternlicht.
Re-Election of Starwood Lodging Trust's Nominees
Shareholders of the Trust approved the re-election of the following three Trustees to the nine-member Board of Trustees: Barry S. Sternlicht, Chairman and Chief Executive Officer of the Trust; Bruce W. Duncan, President and Chief Executive Officer of the Fairview Corp.; and Jean-Marc Chapus, Managing Director and Portfolio Manager of Trust Co. of the West and President of TCW/Crescent Mezzanine LLC.
Re-Election of Starwood Lodging Corp.'s Nominees
Shareholders of the Corporation approved the re-election of the following two Directors to the nine-member Board of Directors: Barry S. Sternlicht, Chairman and Chief Executive Officer of the Trust, and Jonathan D. Eilian, Managing Director of Starwood Capital Group.
With an equity capitalization exceeding $3.7 billion, Starwood Lodging Trust is the largest hotel REIT in the United States. Shares of the Trust, which conducts all of its business as a general partner of SLT Realty Limited Partnership, are paired and trade together with shares of Starwood Lodging Corp. Starwood Lodging Corp., which conducts substantially all of its business as managing general partner of SLC Operating Limited Partnership, leases properties from the Trust and operates them directly or through third party management companies.
Note to Editors: Statements in this press release which are not historical may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Starwood Lodging believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Starwood Lodging's expectations include completion of pending acquisitions, continued availability of acquisitions, continued availability of capital at appropriate cost, performance of hotel operations, financial performance, real estate conditions, market valuations of its stock, execution of hotel renovation programs, changes in local or national economic conditions and other risks detailed from time to time in the Starwood Lodging Trust and Starwood Lodging Corp.'s SEC reports, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.)