I thought the individual timeshare owners actually own the timeshare and Hilton just has a management contract. And I assume as developer/managing group they have a certain number of units they can rent out through Hilton.com.
If that's true then wouldn't the owners need to vote on a new management company coming in? And why would Hilton want to get rid of the VC? It seems like easy money and good properties for their portfolio.
The individual timeshare owners only own the individual timeshare real estate. They do not own the developer and management company. Those entities are owned by their shareholders. So only the shareholders need to vote on a sale or spinoff of the company - not the timeshare owners. The new owner(s) of the developer/management company simply assume the management contracts that are already in force (as well as acquiring any unsold intervals). I have been involved with one such sale as a timeshare owner, and have knowledge of another due to my current ownership.
1) I was an owner at Sunterra's Kaanapali Beach Club when that company was sold to Diamond. When Diamond bought Sunterra, that included the subsidiary that acted as resort manager for all of the Sunterra-developed resorts. That management company and all of their management contracts were just automatically transferred to Diamond. Diamond became our new management company. I suspect there was language in the original timeshare documents for each resort that allowed the contracts to be transferred to any successor company in the case of a sale or acquisition. Diamond was buying Sunterra in part for the management fee revenue stream, so without contractual certainty that those contracts would remain in force after a sale, then the buyer (Diamond) would have been buying a revenue stream that could have evaporated. From a practical matter however, even if the transfer of the management contract did require approval of the individual resorts (which I doubt it did for the reasons noted above), since the Boards of Directors were controlled by Sunterra/Diamond employees/associates, any required approval from the resort Boards would have been a rubber stamp.
2) I am now a Marriott owner, and while I was not an owner when Marriott International spun off Marriott Vacations Worldwide into a separate New York Stock Exchange traded company, Marriott Vacations Worldwide simply assumed all of the old Marriott management contracts for the MVCI resorts.
As for why Hilton might consider a sale or spinoff, here is what
Bloomberg said about the Marriott spinoff back in 2011:
The spinoff will allow investors to choose between Marriott’s hotel management and property development businesses. It will likely give the hotel company a higher valuation after separating from the slower-growth timeshare business, according to Joseph Greff, an analyst at JPMorgan Chase & Co.
“Marriott’s lodging fee business needs little capital investment, while timeshare needs some level of investment, so this spin could be accretive to free cash flow,” Greff wrote in a research note yesterday. “Our initial take on the spinoff is that this is likely going to be well received by investors.”
The company has pursued an asset-light strategy, divesting most of its hotel real estate and concentrating on operating properties rather than building and owning them. The timeshare business, hurt by a slump in demand during the recession, is focused more on development, said Patrick Scholes, a New York-based analyst with FBR Capital Markets
Here is a statement from the Wall Street Journal back in 2011:
Mr. Sorenson said the company tried to partner with outside investors to build timeshare resorts but found that the model of providing management for third-party owners, which is the basis for the hotel business, didn't work well with timeshares. Several other hotel and timeshare companies, however, including Hilton Worldwide, are still seeking private investors for new timeshare properties.
Earlier this year, when Starwood announced they would be doing a similar spinoff of their timeshare business into a separate company, this is what was said about that in the business press:
The spin-off will support the company’s asset disposition strategy and capitalize on increasing growth opportunities in the timeshare industry. Further, vacation ownership business involves continuous investment in the existing properties and development of new ones. The spin-off will enable the hotelier to use the capital for developing its hotel and franchise business.
Basically hotel companies have moved to a model of not owning anything. Most hotel properties are owned by individual investment companies or REITs, and Hilton, Marriott, Starwood, etc just manage the properties under a franchise agreement. Even in "asset light" timeshare development where third parties take the initial risk to build the timeshare, the developer will generally acquire the inventory in batches prior to sale. So hotels and timeshares are a different investment model.
In my opinion, if Hilton decides to move their timeshare business off of their balance sheet, it will more likely be a spinoff like Marriott and Starwood than a sale like Sunterra. In the case of Marriott, Starwood, and Hilton, the brand association with the hotel brand is a key driver of sales. Given that a number of HGVC timeshares are closely associated with Hilton hotel locations, I would think HGVC would want to pursue an option that would allow the Hilton/HGVC branding to continue. In the case of both Marriott and Starwood, the new spinoff companies have long-term marketing agreements with Marriott International and Starwood respectively to license and use the trademarks, brands, reservations systems, and loyalty programs owned by Marriott and Starwood.