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Marriott Corp. Spinoff (A) by Professors Robert Gertner and Steven Kaplan
On October 5, 1992, the Marriott Corporation announced plans to spin off its profitable hotel management business leaving its real estate assets as part of the successor corporation. At first glance the deal did not seem very different from many other corporate restructurings. However, because much of Marriott's existing debt was to become an obligation of the real estate assets only, the default risk on that debt would increase significantly as a result of the spinoff. The spinoff announcement was greeted with an unusually large amount of resistance and controversy that had wide-ranging implications for the business, fiduciary, and ethical obligations of management, directors, shareholders, debtholders, and financial advisers.

The Marriott Corporation
The Marriott Corporation was founded in 1927 by J. Willard Marriott as an A&W root beer franchise. The company soon expanded into the restaurant, airline catering, food service, and hotel businesses. J.W. "Bill" Marriott Jr., who became president of the company in 1964 at the age of32, was the chairman and CEO in 1992. Despite having gone public in 1953, Marriott and his family still owned 25.8% of the company's equity. Marriott's use of innovative financing techniques permitted its rapid growth in the 1970s. Marriott's strategy was to build hotels, and then sell them offto investors, maintaining control through long-term management contracts. The management contracts were typically for 20 years, but could be extended by Marriott to as many as 50 years. These typically gave Marriott 2-3% of the hotel's gross revenue plus a significant fraction of profits net of required payments to investors. Development and management fees helped to fund future construction. In addition to its hotel and food service businesses, Marriott's

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