Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

Starwood Capital Group through its fully owned subsidiary STARLIGHT and BS, through its 99% subsidiary HIP, have agreed to a transaction by which they intend to create a Full Function Joint Venture under the name of HPSC JV. This JV, in the form of a newly-created company, will invest in and operate hotel properties in Spain.

HIP is solely controlled by BS. BHIH does not have control on HIP in view of its 0,01% shareholding.

On 11 March 2016, STARLIGHT and HIP entered into a Joint Venture Agreement for the creation of the HPSC JV. On the Closing date of the Proposed Transaction, the referred companies will also subscribe a Management Agreement and a Services Agreement for the implementation of the JV Agreement.

On 10 March 2016, HPSC JV, a Spanish company, was incorporated by means of the public deed authorised by the Spanish Public Notary Mr. Fernando Pérez, in process of being registered with the Barcelona Commercial Registry. The company was incorporated by HIP with an initial capital of Euro 3,000, divided into 3,000 ordinary shares, each with a par value of Euro 1 and fully subscribed and paid in by HIP. According to the Joint Venture Agreement, on the closing date a capital increase in the amount of 95,200 shares -all of the same class- shall take place, 26,460 of it shall be subscribed and paid in by HIP and the remaining 68,740 by STARLIGHT. As a consequence, 70% of the share capital of HPSC JV will be allocated to STARLIGHT and 30% to HIP. Thus, STARLIGHT will hold 70% of the shares (68,740) of HPSC JV and HIP 30% (29,460). However, as explained below, HIP will share joint control (although only on the antitrust notion of the term) of HPSC JV, which will operate as a full function joint venture.

Starwood Capital Group is a private, U.S.-based investment firm with a core focus on global real estate. SCG invests in a number of asset classes – including multifamily, office, retail, hotel, industrial, residential and commercial land, senior housing, mixed-use and golf, and in all levels of the capital structure – including equity, preferred equity, mezzanine debt and senior debt, depending on the risk-reward profile.

BS, which is acting through its 99% subsidiary HIP, established in 1881, is Spain’s fourth largest banking group. It does business in both the retail and business banking markets. In 2015, it had gross income of € 5.5 billion, realized in eight different countries. It has some 1.400 branches and more than 17.000 employees.

HIP, the BS subsidiary through which the Potential Transaction will be performed, was created on May, 2015. Despite of its recent establishment HIP operates most of the properties formerly owned by SOLVIA HOTELS, S.L. and provides services for real estate asset portfolios BS group, with a focus on business and adding value. HIP’s business consists in the acquisition, holding, development and management of (i) hotel real estate assets and (ii) all types of debt and security instruments connected thereto.

Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË

Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.