Marriott increases tender offer to $1 billion, provides early results

Chicago, Sept. 22 – Marriott International, Inc. announced the early results of its capped tender offer for three series of notes and increased the maximum amount of notes the company would accept, according to a press release.

The company will now accept $1 billion of tendered notes, raised by $200 million from the initial cap of $800 million.

Marriott received tenders for the following amounts of notes and will accept the stated amount, with the series listed by acceptance priority level:

• $1 billion accepted of the $1,118,268,000 tendered of the $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;

• None of the $171,441,000 tendered of the $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

• None of the $166,214,000 tendered of the $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 will include 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.

A proration factor of 89.4% is being applied to the series EE notes.

Accrued interest will also be paid to the settlement date.

The offer technically expires at 11:59 p.m. ET on Oct. 5. However, since the cap has been exceeded no more notes will be accepted for purchase.

Settlement for early tendered notes is expected to be on Sept. 23.

The offer was 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.

An offering of $700 million of new 2.75% notes due 2033 is expected to close on Wednesday.

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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