8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 30, 2012

Starwood Hotels & Resorts Worldwide, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-7959	52-1193298
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One StarPoint, Stamford, Connecticut		06902
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (203) 964-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 30, 2012, Starwood Hotels & Resorts Worldwide, Inc. (the "Company") issued a press release announcing that on June 29, 2012, it will redeem all of the Company’s outstanding 6 1/4% Senior Notes due 2013 (CUSIP No. 85590A AK0) (the "Notes"), of which an aggregate principal amount of approximately $494,870,000 is outstanding. Holders of the Notes have been provided notice of the redemption by the trustee for the Notes.

In accordance with the terms of the Notes, the Notes will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the date of redemption, on a semi-annual basis, at a rate equal to the sum of the applicable Treasury Rate (as defined in the Notes) plus 35 basis points. Accrued interest will be paid to, but excluding, the date of redemption. The applicable Treasury Rate will be calculated on the third business day preceding the date of redemption. The press release and notice of redemption to the holders of the Notes are filed as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.


Cautionary Statements

This Current Report on Form 8-K and the exhibits filed herewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements are disclosed in the "Risk Factors" contained in the Company’s 2011 Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such factors. The Company does not undertake any duty to update any forward-looking statement except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Starwood Hotels & Resorts Worldwide, Inc.
May 30, 2012	By:	Kristen Prohl
		Name: Kristen Prohl
		Title: Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release
99.2	Notice of Redemption to Holders

EX-99.1

Investor Contact
Stephen Pettibone
203-351-3500

Media Contact
KC Kavanagh
866-478-2777

One StarPoint
Stamford, CT 06902
United States

STARWOOD TO REDEEM ITS 6.25%
SENIOR NOTES DUE 2013

STAMFORD, Conn. (May 30, 2012) – Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) announced today that it is exercising its option to redeem all of its outstanding 6.25% Senior Notes due 2013 (CUSIP No.85590A AK0) (the “Notes”), of which an aggregate principal amount of approximately $494,870,000 is outstanding.

The redemption date will be June 29, 2012. The redemption price will be equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to the date of redemption, on a semi-annual basis, at a rate equal to the sum of the applicable Treasury Rate (as defined in the Notes) plus 35 basis points. Accrued interest will be paid to, but excluding, the date of redemption. The Treasury Rate will be calculated on the third business day preceding the date of redemption.

About Starwood Hotels & Resorts Worldwide, Inc.

Starwood Hotels & Resorts Worldwide, Inc. is one of the leading hotel and leisure companies in the world with 1,103 properties in nearly 100 countries and 154,000 employees at its owned and managed properties. Starwood is a fully integrated owner, operator and franchisor of hotels, resorts and residences with the following internationally renowned brands: St. Regis®, The Luxury Collection®, W®, Westin®, Le Méridien®, Sheraton®, Four Points® by Sheraton, Aloft®, and Element^SM. The Company boasts one of the industry’s leading loyalty programs, Starwood Preferred Guest (SPG), allowing members to earn and redeem points for room stays, room upgrades and flights, with no blackout dates. Starwood also owns Starwood Vacation Ownership, Inc., a premier provider of world-class vacation experiences through villa-style resorts and privileged access to Starwood brands. For more information, please visit www.starwoodhotels.com.

(Note: This press release contains forward-looking statements within the meaning of federal securities regulations. Forward-looking statements are not guarantees of future performance or events and involve risks and uncertainties and other factors that may cause actual results or events to differ materially from those anticipated at the time the forward-looking statements are made. These risks and uncertainties are presented in detail in our filings with the Securities and Exchange Commission. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results and events will not materially differ. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.) The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

NOTICE OF FULL REDEMPTION
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
6 1/4% Senior Notes due 2013 (CUSIP No. 85590A AK0)

NOTICE IS HEREBY GIVEN TO THE
HOLDERS of the above-referenced Notes

Pursuant to (i) Article 3 of the Indenture, dated as of September 13, 2007 (the “Base Indenture”), between Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness of the Company to be issued in one or more series of the Company’s securities, (ii) Article 3 of Supplemental Indenture No. 1, dated as of September 13, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, relating to the Company’s 6 1/4% Senior Notes due 2013 (the “Notes”) and (iii) Paragraphs 3 and 4 of the reverse side of the Notes, the Company has elected to redeem and will redeem on June 29, 2012 (the “Redemption Date”) all of the outstanding Notes at a redemption price equal to the greater of (a) 100% of the principal amount of the Note or (b) as determined by an Independent Investment Banker (as defined in the Note), the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Note) plus 35 basis points plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Notes Redemption Price”). The Notes Redemption Price will be calculated three business days preceding the Redemption Date, pursuant to the terms of the Indenture. Holders of any Notes in certificated form will be paid the Notes Redemption Price upon presentation and surrender of their Notes for redemption at the address of the Trustee indicated below. Notes in book-entry form must be surrendered through the facilities of The Depository Trust Company in the usual manner, and payment of the Notes Redemption Price will be made through the facilities of The Depository Trust Company in the usual manner. The Notes called for redemption must be so surrendered in order to collect the Notes Redemption Price. The address for delivery of any Notes in certificated form is as follows:

If by Mail:	If by Hand or Overnight Mail:
U.S. Bank National Association Corporate Trust Services P.O. Box 64111 St. Paul, MN 55164-0111	U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue 1st Fl – Bond Drop Window St. Paul, MN 55107

On the Redemption Date, the Notes Redemption Price will become due and payable on all Notes called for redemption and, unless the Company defaults in making payment of the Notes Redemption Price, interest on all Notes called for redemption shall cease to accrue on and after the Redemption Date. No representation is made as to the accuracy of the CUSIP number either as printed on the Notes or as contained in this Notice of Full Redemption.

IMPORTANT TAX INFORMATION

Under current U.S. federal income tax law, backup withholding, currently at a rate of 28%, generally may apply to the payment of gross redemption proceeds, unless (i) in the case of a non-corporate holder that is a beneficial owner of notes and that is a United States person (as determined for U.S. federal income tax purposes), the paying agent has received a properly completed IRS Form W-9 certifying under penalties of perjury the holder’s taxpayer identification number and that the holder is not subject to backup withholding, or (ii) the holder otherwise establishes an exemption. A holder that is a beneficial owner of notes and that is not a United States person (as determined for U.S. federal income tax purposes) generally may establish an exemption from backup withholding by providing to the paying agent an IRS Form W-8BEN or other appropriate IRS Form W-8, upon which it certifies its foreign status.

* * * * *

Direct inquiries to the Company’s Investor Relations Department can be made by telephone to 203-351-3500.

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

By: U.S. Bank National Association, as Trustee

Dated: May 30, 2012