(Adds comments Carlton Group managing partner John Bralower beginning in 12th paragraph 12 updates the stock price).

NEW YORK -(Dow Jones)- Four Seasons Hotels Inc. (FS) Chairman and Chief Executive Isadore Sharp has offered to take the luxury hotel and resort company private in a $3.7 billion buyout backed by Saudi Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud and by Cascade Investment LLC, which is owned by Microsoft Corp. (MSFT) Chairman Bill Gates.

The group is offering to pay $82 a share in cash for the company's limited- voting shares, Four Seasons said, a 28% premium to Four Seasons' closing price Friday and 21% above the stock's 52-week high. The company's shares recently traded at $82.69 on volume of 4.6 million compared with average daily volume of 214,400. Shares reached a new high of $84.25; the previous high of $67.80 was reached May 8.

Sharp, who would retain the titles of chairman and chief executive, said during a conference call that the deal would result in no change in strategic direction or management for the company.

"It's only a proposed change in our ownership structure from a publicly traded to a privately held company," Sharp said.

Sharp, who founded Four Seasons, said he had no plans to undertake a buyout until "a number of months ago" when "an individual familiar with our business" suggested it.

He added that a change in ownership was "ultimately inevitable because someday my children would have needed to sell." This proposed deal, he said, offers "the advantage of being able to select long-term partners."

The company took no questions during the conference call. It didn't mention possible debt to be incurred or a timetable for a decision on the deal.

If the deal goes through, Sharp would be entitled to a payout of about $288 million stemming from an incentive plan set up in 1989, the company said. Sharp said he won't consider other offers.

"Having given this proposal very careful consideration, this transaction, with these investors, is the only one I am prepared to pursue," Sharp said in a statement.

Under the offer, Triples Holdings Ltd. Sharp's family holding company and the controlling shareholder in Four Seasons, would retain its investment in the company and would hold about 10% of the company's shares through a separate class of stock with special voting rights. The rest of the shares would be split between Cascade and Prince Alwaleed's company Kingdom Hotels International.

The company's board, which said no decision has been made regarding the offer, has set up a committee of independent directors to review the proposal. The panel will be chaired by Ronald W. Osborne and joined by William Anderson and Brent Belzberg.

John Bralower, managing partner at the Carlton Group, a real estate investment banking firm, said the price appears to be "fair," but he said he wouldn't be surprised if a higher bid came in.

"I would think a higher offer could definitely come in," he said.

Bralower said it's all about the Four Seasons brand, and how much an investor is willing to pay for the highly-regarded name.

"If it's not the best brand in the entire industry, it's certainly tied for first or second," he said.

Bear Stearns analyst Joseph Greff said the offer represents a multiple of 56.9 times 2006 earnings per share estimates and 46.9 times 2007 projections. In a note, he said he considers the bid to be "fair" relative to Four Seasons' long- term average multiple of 47.5 multiple. By contrast, rival Marriott International (MAR) is trading at only a 25.6 multiple in relation to 2006 projections and 22.5 multiple relative to 2007 estimates.

Still, Greff noted that the $82-a-share offer is below the company's all-time high of $84.50. (Greff doesn't own shares of Four Seasons; Bear Stearns doesn't have an investment-banking relationship with the company.)

The offer comes amid strong interest in hotel properties, particularly from private-equity investors. Blackstone Group has been a major force, with deals to acquire MeriStar Hospitality for $2.6 billion, Extended Stay America for $3.1 billion, Prime Hospitality Corp. for about $800 million, Boca Resorts for $1.25 billion, Wyndham International for $3.2 billion and La Quinta for $3.4 billion. Early this year, Kingdom Hotels bought Fairmont Hotels & Resorts Inc. for $3.9 billion.

Globally, the real estate and property sector was the second most active for mergers and acquisitions in October, with 226 announced deals worth $55.6 billion, according to data provider Dealogic.

JPMorgan Chase analysts said in a note last month that a number of hotel companies could make good buyout candidates even at premiums around 25%. The firm, however, said it didn't think there was much interest in an LBO for Four Seasons, as its relatively high valuation would hurt returns.

-By Andrew Dowell, Dow Jones Newswires; 201-938-5175; andrew.dowell@ dowjones.com

(Janet Morrissey, Steve Goldstein and Greg Edwards contributed to this report.)