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Starwood Announces Cash Tender Offer And Consent Solicitation

Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT), today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase up to $515,000,000 aggregate principal amount (subject to increase by Starwood, the "Aggregate Maximum Tender Amount") of its 7.875% Senior Notes due 2014 (CUSIP No. 85590AAM6) (the “2014 Notes”), 7.375% Senior Notes due 2015 (CUSIP No. 450912AC4 – ITT Corporation), 6.75% Senior Notes due 2018 (CUSIP No. 85590AAL8) and 7.15% Senior Notes due 2019 (CUSIP No. 85590AAN4) (collectively, the “Notes”), subject to the Maximum Tender Amount for each series of Notes set forth in the table below. In conjunction with the Tender Offer, Starwood has commenced a consent solicitation (the “Consent Solicitation”) to proposed amendments (the “Proposed Amendments”) to the indenture governing the 2014 Notes to reduce the minimum notice period prior to a redemption of the 2014 Notes from thirty days to three business days. The terms and conditions of the Tender Offer and Consent Solicitation are described in an offer to purchase and consent solicitation statement, dated November 26, 2012 (the "Statement"), and a related Letter of Transmittal and Consent. Starwood reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount or the Maximum Tender Amount with respect to any series of Notes without extending withdrawal rights except as required by law. The amounts of each series of Notes to be purchased may be prorated as set forth in the Statement.
            Dollars per $1,000 Principal Amount of Securities    
Title of Security CUSIP Number Aggregate Principal Amount Outstanding Tender Offer Consideration     Early Tender Premium     Total Consideration

Maximum Tender

7.875% Senior Notes due 2014 85590AAM6 $499,000,000 $1,100.00 $30.00 $1,130.00 $325,000,000
7.375% Senior Notes due 2015 450912AC4 –ITT Corporation $450,000,000 $1,143.75 $30.00 $1,173.75 $125,000,000
6.75% Senior Notes due 2018 85590AAL8 $400,000,000 $1,191.25 $30.00 $1,221.25 $40,000,000
7.15% Senior Notes due 2019 85590AAN4 $245,000,000 $1,202.50 $30.00 $1,232.50 $25,000,000

The Tender Offer and Consent Solicitation will expire at 12:00 midnight, New York City time, on December 21, 2012, unless extended or earlier terminated (the "Expiration Date"). The consideration for each $1,000 principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the applicable consideration for such series of Notes set forth in the table above (with respect to each series, the "Tender Offer Consideration"). Holders of Notes who validly tender (and do not withdraw) their Notes at or prior to 5:00 p.m., New York City time, on December 7, 2012 (the "Early Tender Date") and whose Notes are accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration for such series, plus the applicable early tender premium set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration"). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.

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