MIAMI
BEACH, Fla., March 8,
2024 /PRNewswire/ -- Investment entities affiliated
with Starwood Capital Group (collectively, the "Starwood Capital
Entities") that own interests in a portfolio of hotels (the
"Initial Portfolio") comprised of the 1 Hotels properties in
Manhattan and Brooklyn, and the De Vere Portfolio in
the United Kingdom, and Jaws
Mustang Acquisition Corp (NYSEA: JWSM), a special purpose
acquisition company ("Jaws"), today announced that they have signed
a non-binding letter of intent ("LOI") for a potential business
combination ("Business Combination"). Under the terms of the
LOI, following the consummation of the Business Combination,
the combined public company would be listed on a national
securities exchange.
1 Hotels, created by Barry
Sternlicht (Chairman and CEO of Starwood Capital Group) in
2015, is a mission-driven luxury lifestyle platform that places
environmental sustainability at the forefront without sacrificing
luxury or a premium guest experience. Each 1 Hotel is
consciously designed in collaboration with eco-friendly architects
and craftsmen, and each property features a high-design with
low-impact that leverages reclaimed and natural materials wherever
possible. According to Mr. Sternlicht, "I wanted to capture
the beauty of nature in a hotel and commit to safeguarding it as
best I can, a responsibility that I believe we all share.
It's 1 world. But 1 is more than a hotel, it's a philosophy and a
platform for change." The 1 Hotels portfolio has grown
rapidly since inception and now comprises 11 operating properties
and another 8 under development across North America, Europe, and Asia
Pacific.
The De Vere Portfolio, previously acquired by investment
affiliates of Starwood Capital Group, consists of a collection of
country estates and ancestral family seats that have stood the test
of time – each with a long tradition of welcoming and entertaining
guests, from Winston Churchill to
King Edward VII. These historic country estates and houses
have been enhanced to accommodate a 21st Century way of
living and working and are complemented by inspiring event
spaces. The De Vere experience offers the very best of
attentive, personal service and thoughtful touches within
atmospheric mansion house surroundings.
Under the terms of the LOI, the combined public company would
become the direct or indirect owner of the Starwood Capital
Entities' interests in the following ten properties constituting
the Initial Portfolio:
- 1 Hotel Brooklyn Bridge – A waterfront retreat, with sweeping
views of the East River and Manhattan skyline, and interiors featuring
native greenery and reclaimed materials. This property
comprises 195 guest rooms and suites.
- 1 Hotel Central Park – A New York
City sanctuary, right off Central Park and steps from the
heart of Manhattan. This property comprises 234 guest rooms
and suites.
- The De Vere Portfolio – Spanning central London, outer London, Southern
England, and Northern
England, these eight iconic, historic country estates and
houses comprise the De Vere Wokefield Estate, De Vere Latimer
Estate, De Vere Beaumont Estate, De Vere Horsley Estate, De Vere
Cranage Estate, De Vere Tortworth Court, De Vere Cotswold Water
Park, and De Vere Grand Connaught Rooms. These properties
comprise 1,871 guest rooms and suites.
It is estimated that the Initial Portfolio earned $52 million of Net Operating Income ("NOI") at
the property level for the year ended December 31, 2023, and the Initial Portfolio is
projected to earn NOI at the property level of $62 million for the year ending December 31, 2024. The 1 Hotel Brooklyn
Bridge and the 1 Hotel Central Park will continue to be externally
managed by SH Group Hotels & Residences U.S., LLC and the De
Vere Portfolio will continue to be managed by its internal
operational team. It is expected that on an ongoing basis,
the combined public company will seek to acquire additional hotel
properties, including 1 Hotels properties.
The Starwood Capital Entities and Jaws intend to finalize their
definitive business combination agreement in the coming weeks and
will announce additional details at that time. There can be
no assurance that a definitive agreement will be entered into or
that the proposed transaction will be consummated on the terms or
timeframe currently contemplated, or at all. Any such
transaction would be subject to various contingencies and
conditions, including the Starwood Capital Entities' requisite
investor consents, third party consents and regulatory review,
including from the Securities and Exchange Commission ("SEC") and a
national securities exchange.
Advisors
Santander US Capital Markets LLC is serving as equity capital
markets advisor and financial advisor to Jaws.
About The Starwood Capital Entities
The Starwood Capital Entities are investment affiliates of
Starwood Capital Group, which is a private investment firm with a
core focus on global real estate. The Firm and its affiliates
maintain 16 offices in seven countries around the world, and
currently have 5,000+ employees. Since its inception in 1991,
Starwood Capital Group has raised over $75
billion of capital, and currently has ~$115 billion of assets under management.
Through a series of commingled opportunity funds and Starwood Real
Estate Income Trust, Inc. (SREIT), a non-listed REIT, the Firm has
invested in virtually every category of real estate on a global
basis, opportunistically shifting asset classes, geographies and
positions in the capital stack as it perceives risk/reward dynamics
to be evolving. Starwood Capital also manages Starwood
Property Trust (NYSE: STWD), the largest commercial mortgage real
estate investment trust in the United
States, which has successfully deployed over $95 billion of capital since inception and
manages a portfolio of over $27
billion across debt and equity investments. Over the
past 32 years, Starwood Capital Group and its affiliates have
successfully executed an investment strategy that involves building
enterprises in both the private and public markets.
Additional information can be found at
www.starwoodcapital.com.
About Jaws
Jaws (NYSEA: JWSM), led by Chairman Barry S. Sternlicht and Chief Executive Officer
Andrew Klaber, is a special purpose
acquisition company incorporated as a Cayman Islands exempted company for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses or entities.
Additional Information about the Transaction and Where to
Find It
This communication relates to the potential Business Combination
involving the Starwood Capital Entities and Jaws. If a legally
binding definitive agreement with respect to the potential Business
Combination is executed, Jaws, or another party to the potential
Business Combination, intends to file with the SEC a registration
statement on Form S-4 (the "Registration Statement"), which will
include a preliminary proxy statement/prospectus. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/final prospectus or any other
document that Jaws or the Starwood Capital Entities has filed or
will file with the SEC or send to its shareholders or investors in
connection with the potential Business Combination. This document
does not contain all the information that should be considered
concerning the potential Business Combination and other matters and
is not intended to form the basis for any investment decision or
any other decision in respect of such matters.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, JAWS'
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
AMENDMENTS THERETO AND ANY OTHER DOCUMENTS FILED BY JAWS WITH THE
SEC IN CONNECTION WITH THE POTENTIAL BUSINESS COMBINATION OR
INCORPORATED BY REFERENCE THEREIN IN THEIR ENTIRETY BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE POTENTIAL
BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION AND THE
PARTIES TO THE POTENTIAL BUSINESS COMBINATION.
After the Registration Statement is declared effective, the
definitive proxy statement will be mailed to shareholders of Jaws
as of a record date to be established for voting on the potential
Business Combination. Additionally, Jaws will file other relevant
materials with the SEC in connection with the potential Business
Combination. Copies of the Registration Statement, the definitive
proxy statement/final prospectus and all other relevant materials
for the potential Business Combination filed or that will be filed
with the SEC may be obtained, when available, free of charge at the
SEC's website at www.sec.gov. Jaws' shareholders may
also obtain copies of the definitive proxy statement/prospectus,
when available, without charge, by directing a request to Jaws,
2340 Collins Avenue, Miami Beach,
FL 33139.
Participants in the Solicitation of Proxies
This communication may be deemed solicitation material in
respect of the proposed Business Combination. Jaws and Starwood
Capital Entities and certain of their respective directors and
officers may be deemed participants in the solicitation of proxies
from Jaws' shareholders in connection with the proposed Business
Combination. Jaws' shareholders and other interested persons may
obtain, without charge, more detailed information regarding the
names and interests in the proposed Business Combination of Jaws'
directors and officers in Jaws' filings with the SEC, including
Jaws' initial public offering prospectus, which was filed with the
SEC on February 3, 2021, Jaws' subsequent annual reports
on Form 10-K and quarterly reports
on Form 10-Q. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of
proxies to Jaws' shareholders in connection with the Business
Combination will be included in the definitive proxy
statement/prospectus relating to the proposed Business Combination
when it becomes available. You may obtain free copies of these
documents, when available, as described in the preceding
paragraphs.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the potential Business
Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. The potential Business Combination is expected to
be implemented solely pursuant to a legally binding definitive
agreement which is expected to be filed as an exhibit to a Current
Report on Form 8-K by Jaws, and which is expected to contain the
full terms and conditions of the potential Business Combination. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as
amended.
Forward Looking Statements
Certain statements made in this communication are
"forward-looking statements" within the meaning of the safe harbor
provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may generally be
identified by the use of words such as "estimate," "projects,"
"expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "would," "should," "future,"
"propose," "potential," "target," "goal," "objective," "outlook"
and variations of these words or similar expressions (or the
negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
the financial position, business strategy and the plans and
objectives of management for future operations of the combined
public company and the Initial Portfolio, including as they relate
to the potential Business Combination and related transactions,
pricing and market opportunity, the completion of the potential
Business Combination and related transactions, the level of
redemptions by Jaws' public shareholders and the timing of the
completion of the proposed Business Combination, including the
anticipated closing date of the proposed Business Combination and
the use of the cash proceeds therefrom. These statements are based
on various assumptions, whether or not identified in this
communication, and on the current expectations of Jaws' and the
Starwood Capital Entities' management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the control of the parties, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements.
Financial Data and Use of Projections and Illustrative
Presentations
If a legally binding definitive agreement with respect to the
potential Business Combination is executed, the financial
information and operating metrics contained in this presentation
may be adjusted in or may be presented differently in the
Registration Statement which may be filed by Jaws relating to the
potential Business Combination and the proxy statement/prospectus
contained therein, and such adjustments may be material. In
addition, this communication includes estimates of certain
financial metrics of the Initial Portfolio that may differ from the
Initial Portfolio's actual financial metrics presented in any such
proxy statement/prospectus. The financial projections, estimates,
targets and illustrative presentations in this presentation are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies.
The financial projections represent the view of the Starwood
Capital Entities' management as of the date hereof. While all
financial projections, estimates, targets and illustrative
presentations are necessarily speculative, the Starwood Capital
Entities believe that the preparation of prospective or
illustrative financial information involves increasingly higher
levels of uncertainty the further out the projection, estimate,
target or illustrative presentation extends from the date of
preparation. The assumptions and estimates underlying the
projected, expected or target results are inherently uncertain and
are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the financial
projections, estimates and targets. The inclusion of financial
projections, estimates, targets and illustrative presentations in
this communication should not be regarded as an indication that the
Starwood Capital Entities, or their representatives, considered or
consider the financial projections, estimates, targets and
illustrative presentation to be a reliable predictions of future
events. Further, illustrative presentations are not necessarily
based on management projections, estimates, expectations or targets
but are presented for illustrative purposes only.
Use of Non-GAAP Financial Metrics
This communication includes NOI, a non-GAAP financial measure
(including on a forward-looking basis). The Starwood Capital
Entities are unable to quantify certain amounts that would be
required to be included in the most directly comparable GAAP
financial measure for non-GAAP NOI without unreasonable effort, and
therefore no reconciliation of the forward-looking non-GAAP NOI
financial measure is included. These non-GAAP measures are an
addition to, and not a substitute for or superior to, measures of
financial performance prepared in accordance with GAAP and should
not be considered as an alternative to performance measures derived
in accordance with GAAP. The Starwood Capital Entities believe that
non-GAAP measures of financial results (including on a
forward-looking basis) provide useful supplemental information to
investors about the Initial Portfolio. The Starwood Capital
Entities' management uses forward-looking non-GAAP measures to
evaluate the Initial Portfolio's projected financials and operating
performance. In addition, other companies may calculate non-GAAP
measures differently, or may use other measures to calculate their
financial performance, and therefore, the Starwood Capital
Entities' non-GAAP measures may not be directly comparable to
similarly titled measures of other companies.
Media Contacts
Tom Johnson, Dan Scorpio or
Emma Prenn-Vasilakis, H/Advisors
Abernathy
tom.johnson@h-advisors.global, dan.scorpio@h-advisors.global or
emma.prenn-vasilakis@h-advisors.global
View original content to download
multimedia:https://www.prnewswire.com/news-releases/starwood-capital-entities-sign-letter-of-intent-to-create-a-publicly-listed-growth-oriented-hospitality-company-through-a-business-combination-with-jaws-mustang-acquisition-corp-302084405.html
SOURCE Starwood Capital Group