Marriott Vacations offers new notes for Interval’s 5 5/8% notes

New York, July 26 – Marriott Vacations Worldwide Corp. announced its is offering $350 million of its 5 5/8% senior notes due 2023 plus cash in exchange for Interval Acquisition Corp.’s $350 million of 5 5/8% senior notes due 2023.

Marriott Vacations is also soliciting consents to amend the Interval notes, according to a news release.

The exchange is being carried out by Marriott’s Marriott Ownership Resorts, Inc. subsidiary. Interval Acquisition is a subsidiary of ILG, Inc.

Marriott said the exchange aims to “promote a more efficient capital structure” and to make it easier to administer the company’s debt.

Marriott is in the process of acquiring ILG. Completion of the merger is a condition to the closing of the exchange.

For each $1,000 principal amount of Interval’s notes, Marriott is offering $1,000 principal amount of new notes plus a $10 consent fee in cash.

The total includes $50 of new notes per $1,000 principal amount which will only be issued to holders who participate by the early exchange deadline of 5 p.m. ET on Aug. 8.

The exchange ends at 5 p.m. ET on Aug. 30.

Settlement will occur promptly after the end of the exchange. The two companies plan to close their merger at the end of August, according to the news release.

The new notes will accrue interest from April 15, the most recent interest payment date of the existing notes.

In the consent solicitation, Marriott is seeking to amend the note indenture to eliminate certain covenants, restrictive provisions and events of default.

Holders may not tender without delivering consents.

Approval from holders of a majority of the notes is necessary to amend the indenture.

The exchange is not conditional on sufficient consents being received to amend the notes.

Marriott is conducting the exchange under Rule 144A and Regulation S.

D.F. King & Co., Inc. (866 521-4487, or 212 269-5550, ILG@dfking.com or www.dfking.com/ILG) is exchange agent and information agent.

Marriott Vacations is an Orlando, Fla.-based vacation ownership company. ILG is a Miami-based operator of vacation resorts and clubs.

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