Vistana Signature Experiences 1012G/A Registration of securities (amended)

Vistana Signature Experiences, Inc.

/s/ STEPHEN G. WILLIAMS

Stephen G. Williams

Senior Vice President, Chief Operating Officer

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on January 25, 2016

File No. 000-55548

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
to

Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934

Vistana Signature Experiences, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		47-4235905 (IRS Employer Identification Number)
c/o Starwood Hotels & Resorts Worldwide, Inc. One StarPoint Stamford, Connecticut (Address of Principal Executive Offices)		06902 (Zip Code)

(203) 964-6000
(Registrant's telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class to be so registered

Common Stock, par value $0.01 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED BY REFERENCE IN FORM 10

CROSS-REFERENCE SHEET BETWEEN PROXY STATEMENT/PROSPECTUS
AND ITEMS OF FORM 10

This Registration Statement on Form 10 ("Form 10") incorporates by reference information contained in (a) the proxy statement/prospectus (the "proxy statement/prospectus") constituting part of the Registration Statement on Form S-4 (File No. 333-208567) of Interval Leisure Group, Inc. ("ILG") filed as Exhibit 99.1 hereto (the "Registration Statement"); (b) the Annual Report on Form 10-K of ILG filed as Exhibit 99.2 hereto (the "Form 10-K"); (c) the Quarterly Report on Form 10-Q of ILG for the period ended September 30, 2015, filed as Exhibit 99.3 hereto (the "Form 10-Q"); and (d) the Definitive Proxy Statement on Schedule 14A of ILG filed as Exhibit 99.4 hereto (the "ILG Proxy Statement"). None of the information contained in the Registration Statement, the Form 10-K, the Form 10-Q or the ILG Proxy Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business

The information required by this item is contained under the sections "Information about Merger Sub and ILG," "Information about the Vistana Vacation Ownership Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Vistana Vacation Ownership Business" of the proxy statement/prospectus, Item 1 of the Form 10-K and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Management Overview" of the Form 10-K and the Form 10-Q. Those sections are incorporated herein by reference.

Item 1A. Risk Factors

The information required by this item is contained under the section "Risk Factors" in the proxy statement/prospectus. This section is incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections "Summary Unaudited Pro Forma Combined Financial Information," "Debt Financing," "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Vistana Vacation Ownership Business," "Selected Historical Combined Financial Data of the Vistana Vacation Ownership Business" and "Selected Historical Consolidated Financial Information of ILG" of the proxy statement/prospectus, Items 7 and 7A of the Form 10-K and Items 2 and 3 of the Form 10-Q. Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section "Information about the Vistana Vacation Ownership Business—Properties" of the Registration Statement and Item 2 of the Form 10-K. Those sections are incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners, Directors and Executive Officers of ILG" of the proxy statement/prospectus. That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the sections "The Transactions—Board of Directors and Executive Officers of ILG Following the Merger; Operations Following the Merger"

and "Information about Merger Sub and ILG—Directors and Officers of ILG Before and After the Merger" of the proxy statement/prospectus. Those sections are incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the sections "Information about Merger Sub and ILG—Compensation of Executive Officers of ILG After the Merger" of the proxy statement/prospectus and "Director Compensation," "Compensation Discussion and Analysis" and "Executive Compensation" of the ILG Proxy Statement. Those sections are incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections "The Transactions—Interests of Certain Persons in the Merger" and "Certain Relationships and Related Party Transactions" of the proxy statement/prospectus and "Certain Relationships and Related Party Transactions" of the ILG Proxy Statement. Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the sections "Risk Factors," "Information About the Vistana Vacation Ownership Business—Legal Proceedings" of the proxy statement/prospectus. Those sections are incorporated herein by reference.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections "Risk Factors," "Summary Comparative Historical and Pro Forma Per Share Data of ILG," "Historical Market Price and Dividend Information of ILG Common Stock" and "The Description of Capital Stock of ILG Before and After the Merger" of the proxy statement/prospectus and Item 5 of the Form 10-K. Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

None.

Item 11. Description of Registrant's Securities to Be Registered.

The information required by this item is contained under the sections "Description of Capital Stock of ILG Before and After the Merger" and "Description of Vistana Capital Stock" of the proxy statement/prospectus. Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section "Indemnification of Officers and Directors" of Part II of the Registration Statement. That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the heading "Index—Financial Statements" beginning on page F-1 of the proxy statement/prospectus, Item 8 of the Form 10-K and Item 1 of the Form 10-Q. Those sections are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting Financial Disclosure.

Not applicable.

Item 15. Financial Statements and Exhibits

(a): Financial Statements

The information required by this item is contained under the heading "Index—Financial Statements" beginning on page F-1 of the Registration Statement, Item 8 of the Form 10-K and Item 1 of the Form 10-Q. Those sections are incorporated herein by reference.

(b): Exhibits

We are filing the following documents as exhibits to this registration statement:

Exhibit Index			Exhibit Description

	2.1		Agreement and Plan of Merger, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.(1)(2)
	2.2		Separation Agreement, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc. (1)
	3.1		Certificate of Incorporation of Vistana Signature Experiences, Inc.*
	3.2		Bylaws of Vistana Signature Experiences, Inc.*
	10.1		Form of License, Services, and Development Agreement among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	10.2		Form of Non-Competition Agreement between Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.*
	10.3		Form of SPG Affiliation Agreement among Starwood Hotels & Resorts Worldwide, Inc., Preferred Guest, Inc. and Vistana Signature Experiences, Inc.*
	10.4		Form of Tax Matters Agreement among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	10.5		Form of Transition Services Agreement between Starwood Hotels & Resorts Worldwide, Inc. and Interval Leisure Group, Inc.*
	10.6		Employee Matters Agreement, dated as of October 27, 2015, by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	21.1		Subsidiaries of Vistana Signature Experiences, Inc.†
	99.1		Registration Statement.
	99.2		Annual Report on Form 10-K of Interval Leisure Group, Inc., for the year ended December 31, 2014.
	99.3		Quarterly Report on Form 10-Q of Interval Leisure Group, Inc. for the period ended September 30, 2015.

Exhibit Index			Exhibit Description

	99.4		Definitive Proxy Statement on Schedule 14A of Interval Leisure Group, Inc.

*: Previously filed.
†: To be filed by amendment.
(1): Incorporated by reference to the exhibit of the same number filed as an exhibit to Starwood Hotels & Resorts Worldwide, Inc.'s Form 8-K/A, filed on November 3, 2015 (File No. 001-07959).
(2): Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be supplementally provided to the Securities and Exchange Commission upon request. A list of the schedules to the Agreement and Plan of Merger follows:


Exhibit	A	Separation and Distribution Agreement
Exhibit	B	Form of Voting and Support Agreement
Exhibit	C	Certificate of Incorporation of the Surviving Corporation
Exhibit	D	Bylaws of the Surviving Corporation
Starwood Disclosure Schedule
Vistana Disclosure Schedule
ILG Disclosure Schedule
Schedule 2.05(c) Officers

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: January 25, 2016

EXHIBIT INDEX

Exhibit Index			Exhibit Description

	2.1		Agreement and Plan of Merger, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.(1)(2)
	2.2		Separation Agreement, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc. (1)
	3.1		Certificate of Incorporation of Vistana Signature Experiences, Inc.*
	3.2		Bylaws of Vistana Signature Experiences, Inc.*
	10.1		Form of License, Services, and Development Agreement among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	10.2		Form of Non-Competition Agreement between Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.*
	10.3		Form of SPG Affiliation Agreement among Starwood Hotels & Resorts Worldwide, Inc., Preferred Guest, Inc. and Vistana Signature Experiences, Inc.*
	10.4		Form of Tax Matters Agreement among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	10.5		Form of Transition Services Agreement between Starwood Hotels & Resorts Worldwide, Inc. and Interval Leisure Group, Inc.*
	10.6		Employee Matters Agreement, dated as of October 27, 2015, by and among Starwood Hotels & Resorts Worldwide, Inc., Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc.*
	21.1		Subsidiaries of Vistana Signature Experiences, Inc.†
	99.1		Registration Statement.
	99.2		Annual Report on Form 10-K of Interval Leisure Group, Inc., for the year ended December 31, 2014.
	99.3		Quarterly Report on Form 10-Q of Interval Leisure Group, Inc. for the period ended September 30, 2015.
	99.4		Definitive Proxy Statement on Schedule 14A of Interval Leisure Group, Inc.

*: Previously filed.
†: To be filed by amendment.
(1): Incorporated by reference to the exhibit of the same number filed as an exhibit to Starwood Hotels & Resorts Worldwide, Inc.'s Current Report on Form 8-K/A, filed on November 3, 2015 (File No. 001-07959).
(2): Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be supplementally provided to the Securities and Exchange Commission upon request. A list of the exhibits and schedules to the Agreement and Plan of Merger follows:


Exhibit	A	Separation and Distribution Agreement
Exhibit	B	Form of Voting and Support Agreement
Exhibit	C	Certificate of Incorporation of the Surviving Corporation
Exhibit	D	Bylaws of the Surviving Corporation
Starwood Disclosure Schedule
Vistana Disclosure Schedule
ILG Disclosure Schedule
Schedule 2.05(c) Officers