Marriott Vacations now to pay full amount to all holders in exchange offer for Interval’s 5 5/8% notes

By Wendy Van Sickle

Columbus, Ohio, Aug. 15 – Marriott Vacations Worldwide Corp. amended its offer to exchange Interval Acquisition Corp.’s $350 million of 5 5/8% senior notes due 2023 for $350 million of Marriott Ownership Resorts, Inc. 5 5/8% senior notes due 2023 plus cash to make all participating noteholders eligible to receive the total exchange consideration.

Previously, only holders who tendered their notes by the early exchange deadline of 5 p.m. ET on Aug. 8 were eligible to receive the total exchange consideration of $1,000 principal amount of new notes plus a $10 consent fee in cash. That amount included an early participation premium of $50 of new notes, which will now be paid to all participating noteholders, according to a press release.

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

As announced on July 26, Marriott Vacations is also soliciting consents to amend the Interval notes.

The amendment to the offer announced on Wednesday also provides that if consents of the holders of a majority of the existing Interval notes are not received, Interval’s parent, ILG. Inc., or one of its subsidiaries will become a co-issuer of the exchange notes rather than a guarantor of the exchange notes.

No other changes were made to the exchange offer or consent solicitation.

The exchange is being carried out by Marriott’s Marriott Ownership Resorts, Inc. subsidiary.

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.

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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