Starwood Capital, Jaws sign LOI for merger

Investment entities affiliated with Starwood Capital Group that own interests in a portfolio of hotels—comprising the 1 Hotels properties in Manhattan and Brooklyn, and the De Vere portfolio in the U.K.—and Jaws Mustang Acquisition Corp., a special purpose acquisition company, have signed a non-binding letter of intent for a potential 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.

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 10 properties constituting the initial portfolio:

  • 1 Hotel Brooklyn Bridge
  • 1 Hotel Central Park
  • 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
  • De Vere Grand Connaught Rooms

The De Vere portfolio of country estates and ancestral family seats was previously acquired by investment affiliates of Starwood Capital Group.

It is estimated that the initial portfolio earned $52 million of NOI at the property level in 2023, and is projected to earn NOI at the property level of $62 million in 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, according to the companies. 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 SEC and a national securities exchange.

Santander US Capital Markets LLC is serving as equity capital markets advisor and financial advisor to Jaws.