Marriott International To Acquire Starwood

November 16, 2015 – Marriott International, Inc. and Starwood Hotels & Resorts Worldwide, Inc. announced today that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will combine to create the world's largest hotel company. Cravath, Swaine & Moore LLP is representing Starwood in connection with this transaction.

The total value to be received by Starwood shareholders in connection with the Marriott transaction along with Starwood's previously announced spin-off of its timeshare business and subsequent merger with Interval Leisure Group will be approximately $13.5 billion, which includes (1) $11.9 billion of Marriott International stock to be issued in the Marriott transaction, (2) $340 million of cash to be paid in the Marriott transaction and (3) $1.3 billion in shares from the timeshare business transaction.

The Cravath team is being led by partners Scott A. Barshay, Damien R. Zoubek, Keith Hallam and Joseph D. Zavaglia (M&A); Lauren Angelilli (tax); Eric W. Hilfers (executive compensation and benefits); Matthew Morreale (environmental); and Christine A. Varney (antitrust).