Published on : Tuesday, May 10, 2016
Interval Leisure Group, Inc. (“ILG”) and Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) today announced that they have concluded that no withholding of tax under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) is required with respect to ILG common stock received by any person in ILG’s upcoming acquisition of Starwood’s vacation ownership business, Vistana Signature Experiences, Inc. (“Vistana”). In addition, the parties are working with the Internal Revenue Service to confirm that any gain realized by a non- U.S. holder that is treated for tax purposes as owning 5% or less of the stock of Starwood and Vistana between and including the record date and the closing date will not be subject to FIRPTA tax on the disposition of Vistana stock in the transaction. Shareholders should consult their tax advisors as to the particular tax consequences to them of the transactions.
The acquisition, which will occur through a merger of a wholly-owned subsidiary of ILG with and into Vistana following the spin-off of Vistana from Starwood, is expected to close by the end of this week, subject to satisfaction or waiver of customary closing conditions. As announced on October 28, 2015, the Boards of Directors of ILG and Starwood unanimously approved the transaction. On April 20, 2016, ILG stockholders voted to approve the share issuance in connection with the merger at a special meeting of stockholders, and the merger has received all necessary anti-trust approvals.