By Wendy Van Sickle
Columbus, Ohio, Sept. 5 – Marriott Vacations Worldwide Corp. said $88,165,000 of Marriott Ownership Resorts, Inc. 5 5/8% senior notes due 2023 were issued on Tuesday to settle the company’s offer to exchange Interval Acquisition Corp.’s $350 million of 5 5/8% senior notes due 2023.
Holders who tendered their notes for exchange at any time during the offer received $1,000 principal amount of new notes plus a $10 consent fee in cash, meaning the total amount of notes tendered was identical to the amount of new notes issued.
Initially, that total consideration was to include an early participation premium of $50 of new notes to be paid only to holders who tendered their notes by 5 p.m. ET on Aug. 8, but the company announced on Aug. 15 it amended the offer to extend the total consideration to all participating holders.
The exchange ended at 5 p.m. ET on Aug. 30.
The company launched the offer to exchange any and all of the existing notes on July 26 as well as a solicitation of consents to amend the Interval notes.
Following settlement of the exchange, $262 million of the Interval notes remain outstanding.
The offer amendment announced on Aug. 15 also provided that if consents of the holders of a majority of the existing Interval notes were 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.
ILG, LLC is a co-issuer of the new exchange notes, according to an 8-K filing with the Securities and Exchange Commission. ILG, LLC also became a co-issuer of Marriott Ownership’s 6½% notes due 2026 under a supplemental indenture entered on Saturday.
Marriott previously said the exchange aimed to “promote a more efficient capital structure” and to make it easier to administer the company’s debt.
Marriott acquired ILG in a transaction that closed on Friday. Completion of the merger was a condition to the closing of the exchange.
The new notes will accrue interest from April 15, the most recent interest payment date of the existing notes.
In the consent solicitation, Marriott sought to amend the note indenture to eliminate certain covenants, restrictive provisions and events of default.
Holders could not tender without delivering consents.
Approval from holders of a majority of the notes was necessary to amend the indenture, a condition which was not met.
The exchange was not conditioned on sufficient consents being received to amend the notes.
Marriott conducted 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.
| Issuers: | Marriott Ownership Resorts, Inc. and ILG, LLC
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| Issue: | Senior notes
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| Amount: | $88,165,000
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| Maturity: | April 15, 2023
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| Coupon: | 5 5/8%
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| Settlement date: | Sept. 4
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