Marriott begins tender for up to $800 million notes from three series

By Marisa Wong

Los Angeles, Sept. 8 – Marriott International, Inc. has begun an offer to purchase for cash up to $800 million aggregate principal amount of notes from three series, according to a news release.

Marriott is offering to purchase notes from the following series, listed in order of acceptance priority level:

• $1.6 billion outstanding 5.75% series EE notes due April 1, 2025 (Cusip: 571903BD4), with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 45 basis points;

• $350 million outstanding 3.75% series P notes due July 1, 2025 (Cusip: 571903AP8), with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 50 bps; and

• $317.83 million outstanding 3.75% series V notes due Dec. 15, 2024 (Cusip: 571903AW3), with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 45 bps.

Pricing will be determined at 10 a.m. ET on Sept. 22.

The total consideration includes an early tender premium of $30 per $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 21, the early tender time and withdrawal deadline.

Holders who tender their notes after the early tender time will be eligible to receive only the tender offer consideration, which is the total consideration less the early tender premium.

In addition to the total consideration or tender offer consideration, as applicable, the company will also pay accrued interest to but excluding the settlement date.

The offer expires at 11:59 p.m. ET on Oct. 5.

Settlement for early tendered notes is expected to be on Sept. 23. Final settlement is slate for Oct. 7.

If the amount of notes tendered by the early tender time exceeds the offer cap, tendered notes may be accepted on a prorated basis.

Furthermore, if the aggregate amount of early tendered notes exceeds the offer cap, holders who tender their notes after the early deadline will not have any of their notes accepted for purchase, regardless of acceptance priority level.

Marriott said it reserves the right to increase the offer cap.

The offer is conditioned on, among other things, Marriott receiving by the early settlement date at least $500 million of net proceeds from its sale of a new series of notes. Marriott may waive this financing condition in whole or in part.

The purpose of the tender offer and the new notes is to manage the maturity profile of Marriott’s debt portfolio and extend maturities.

Deutsche Bank Securities Inc. (866 627-0391 or 212 250-2955) and Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452) are the dealer managers for the tender offer.

D.F. King & Co., Inc. (800-859-8511 or 212-269-5550; MAR@dfking.com; http://www.dfking.com/MAR) is the tender and information agent.

The hotel company is based in Bethesda, Md.

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