Marriott International Files Form S-4 Registration Statement Related to Proposed Acquisition of Starwood Hotels & Resorts Worldwide in a Merger Transaction

Published on : Wednesday, December 23, 2015

Marriott International LogoMarriott International, Inc. announced today that it has filed a joint proxy and registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) in connection with the company’s proposed acquisition of Starwood Hotels & Resorts Worldwide in a merger transaction. Once complete, the transaction would result in the world’s largest hotel company, with more than 5,500 hotels and 1.1 million rooms across 31 brands in over 100 countries. The combined company would be named Marriott International, Inc. and would be headquartered in Bethesda, Md.


While this registration statement has not yet become effective and the information contained therein is subject to change, it provides important information about Marriott’s proposed acquisition of Starwood. Once declared effective by the SEC, the final proxy statement/prospectus included in the Form S-4 will be mailed to both Marriott and Starwood shareholders prior to stockholder votes on the proposed acquisition. Marriott expects the transaction will close by mid-2016.


During the preparation of the pending registration statement, Marriott has been prohibited from engaging in share repurchases. With the filing of the draft Form S-4, Marriott will resume share repurchases immediately . For 2015, Marriott expects nearly $2.2 billion will be returned to shareholders through share repurchases and dividends.


No Offer of Solicitation


The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.



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