Host Marriott Corporation has announced that it has signed a definitive merger agreement
to acquire 38 luxury and upper upscale hotels from Starwood Hotels and Resorts for approximately $4.04 billion.The portfolio consists of 25
domestic and 13 international properties and a total of 18,964 rooms managed
under the Westin, Sheraton, W Hotels, The Luxury Collection and
St. Regis brands.  As part of this transaction, the Company expects to
assume approximately $700 million of debt and to issue approximately $2.3
billion of equity (133,529,412 common shares at the exchange price of $17.00
per share) to Starwood
stockholders.  The remainder of the purchase price will
be paid in cash.  The transaction is expected to close in the first quarter of
2006, and is subject to the approval of the Company’s stockholders, as well as
other closing conditions.  The boards of directors of both companies have
approved the proposed transaction.
 
  Christopher J. Nassetta, president and chief executive officer Host Marriott, stated,
“We are thrilled to announce this acquisition.  We believe these assets
represent one of the highest quality lodging portfolios available and they
will complement our existing portfolio of outstanding hotels.  We also believe
that we acquired the portfolio at an attractive price that will be accretive
to both our earnings and our credit and will add to the short-term and long-
term value of the Company.”  Nassetta also added, “We are very excited about
the opportunity to enhance and grow our relationship with Starwood, one of the
premier innovative operating and brand companies in the lodging industry. We
look forward to working with Starwood to maximize the value of these
properties and intend to find additional opportunities that will benefit both
companies shareholders.”
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