Marriott announces pricing for increased $1 billion tender offer

By William Gullotti

Buffalo, N.Y., Sept. 22 – Marriott International, Inc. announced pricing for its increased $1 billion capped tender offer spanning three series of notes, according to a press release.

Marriott raised the original $800 million offer cap by $200 million.

Marriott received tenders for the following series of notes but only accepted tenders from one. The pricing results are as follows, based on par of $1,000 per note, 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, resulting in a total consideration of $1,153.24 reflecting a reference yield of

0.836%;

• None of the $171,441,000 tendered of the $350 million outstanding 3.75% series P notes due July 1, 2025 (Cusip: 571903AP8) were accepted; 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) were accepted.

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.

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

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since the cap has been exceeded no more notes will be accepted for purchase, and tendered notes may no longer be withdrawn.

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. According to the announcement, the financing condition has been satisfied.

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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