Starwood Makes Room

Amid a relatively busy start to the week yesterday, one company in particular announced plans for some major corporate housecleaning -- er, make that housekeeping.

Hotel operator Starwood (NYSE:HOT), the name behind such upscale lodging chains as Sheraton and Westin, has agreed to hand Host Marriott (NYSE:HMT) the keys to 38 properties containing around 19,000 hotel rooms. In exchange, Starwood will receive roughly $3.4 billion in cash and stock, and be relieved of a large chunk of existing debt.

Let's get the numbers out of the way first. According to terms of the deal, Starwood shareholders are set to receive a total of 133.5 million newly minted shares of Host stock worth about $2.3 billion. Combined with an additional cash consideration of $122 million, that works out to $2.45 billion, or $11.18 per share. Additionally, Host will shell out $941 million directly to Starwood and assume another $704 million in debt, for a total package worth $4.1 billion.

Host Marriott has grown considerably since being spun off from Marriott (NYSE:MAR) more than a decade ago. After the acquisition, it will become the nation's largest lodging real estate investment trust (REIT). Currently, nearly three-fourths of its 100 resorts consist of Marriott brands, but high-end names such as Sheraton, Westin, and W will soon be added to the roster in key destinations ranging from New York to Seattle to Venice. As a result, Host -- which is planning to drop the Marriott portion of its name to better reflect its new image -- will be broadening both its geographic and brand diversity, as well as expanding its real estate portfolio to 145 properties.

While the firm has been selectively picking up resorts in attractive areas where new supply is constrained -- including the Washington, D.C. Hyatt Regency several months ago -- this block purchase has boosted Host's room count by nearly 40%, strengthened its presence in high-profile convention and business-travel regions, and expanded its footprint in fast-growing international markets. The acquisition should have an immediate bottom-line impact, contributing around $360 million in annual EBITDA and lifting funds from operations (FFO) between $0.03 and $0.05 per share. In comparison, the company has posted year-to-date EBITDA of $606 million and FFO of $0.70 through the first three quarters of this fiscal year.

For Starwood, the sale accelerates the firm's transformation from a hotel owner to a hotel manager. Taking advantage of a hot market for lodging assets, the company had already banked $425 million from the sale of non-core properties by mid-year. As of last quarter, it owned just 134 properties, less than 20% of its systemwide total of 727. The trend has been similar elsewhere, as Starwood and its rivals in the sharply cyclical lodging industry have increasingly exchanged the burden of ownership in favor of long-term management contracts, which generate more stable revenues. For example, Hilton (NYSE:HLT) currently owns less than 2% of its hotels.

Though Starwood settled for less than a top-dollar price -- about $213,000 per room -- it has secured something that will likely end up being more valuable in the long run. Host has agreed to retain Starwood's management services for up to 40 years, and it will pay Starwood 5% of gross room revenue and 2% of food and beverage sales. Along with incentive fees, that could be worth more than $60 million annually.

While there is some near-term uncertainty for Host shareholders as Starwood owners decide whether to keep or unload their new shares, the outlook for Starwood appears brighter than ever. The company's domestic operations have captured market share for eleven straight quarters, and the fresh infusion of cash has strengthened the balance sheet and paved the way for ambitious stock buybacks. And with more than 90 properties remaining, future sales are likely to unlock even more shareholder value.

Check in for further Foolishness:

• Starwood and Harrah's recently struck a tropical deal.
• Got reservations about Host Marriott? See its recent results.
• Its second-quarter results earned Starwood no applause.

Fool contributor Nathan Slaughter owns none of the companies mentioned.