MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
BARCLAYSCAPITALINC.
BANC OFAMERICASECURITIESLLC
CITIGROUPGLOBALMARKETSINC.
GREENWICHCAPITALMARKETS, INC.
SCOTIACAPITAL(USA) INC.
BNP PARIBASSECURITIESCORP.
HSBC SECURITIES(USA) INC.
MORGANSTANLEY& CO. INCORPORATED
CREDITSUISSESECURITIES(USA) LLC
DEUTSCHEBANKSECURITIESINC.
J.P. MORGANSECURITIESINC.
LEHMANBROTHERSINC.
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
|
Dear Ladies and Gentlemen:
|
Marriott International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Provisions (the “Terms and Provisions”) attached hereto, to issue and sell to each of the Underwriters named inSchedule I hereto (the “Underwriters”), and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth inSchedule II hereto, the principal amount of Securities set forth opposite the name of such Underwriter inSchedule I hereto. Each of the provisions of the Terms and Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement. Each reference to the Representatives herein and in the provisions of the Terms and Provisions so incorporated by reference shall be deemed to refer to you. Terms defined in the Terms and Provisions and the address of the Representatives referred to in Section 11 of the Terms and Provisions and the address of the Representatives referred to in such Section 11 are set forth inSchedule II hereto.
The Representatives hereby confirm and the Company acknowledges that the list of the
Underwriters and their respective participation in the sale of the Securities and the statements with respect to the public offering of the Securities by the Underwriters set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and (ii) in the fifth and eighth paragraphs under the heading “Underwriting” in the Company’s Prospectus Supplement dated June 20, 2007, to the Company’s Prospectus dated December 8, 2005, relating to the Securities (the “Prospectus Supplement”) constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Prospectus Supplement.
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For the purposes of the Terms and Provisions, the “Applicable Time” shall be 5:29 p.m. (Eastern Time) on the date hereof.
BALT2\4317494.3 14836-3
If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Terms and Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
Very truly yours,
MARRIOTTINTERNATIONAL, INC.
|
By:/s/ Arne M. Sorenson
Name: Arne M. Sorenson
Title: Executive Vice President and
Chief Financial Officer
|
Accepted as of the date hereof:
MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
BARCLAYSCAPITALINC.
BANC OFAMERICASECURITIESLLC
CITIGROUPGLOBALMARKETSINC.
GREENWICHCAPITALMARKETS, INC.
SCOTIACAPITAL(USA) INC.
BNP PARIBASSECURITIESCORP.
HSBC SECURITIES(USA) INC.
MORGANSTANLEY& CO. INCORPORATED
CREDITSUISSESECURITIES(USA) LLC
DEUTSCHEBANKSECURITIESINC.
J.P. MORGANSECURITIESINC.
LEHMANBROTHERSINC.
|
By: MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
|
By:/s/ David Portugal
Name: David Portugal
Title: Vice President
By: BARCLAYSCAPITALINC.
By:/s/ Pamela Kendall
Name: Pamela Kendall
Title: Director
|
BALT2\4317494.3 14836-3
| | | Schedule I | | |
| |
| |
| | | | | Principal Amount of |
| Underwriter | | | | Securities to be Purchased |
| |
| Merrill Lynch, Pierce, Fenner & Smith | | | | |
| Incorporated | | | | $131,250,000 |
| Barclays Capital Inc | | | | 89,250,000 |
| Banc of America Securities LLC | | | | 15,750,000 |
| Citigroup Global Markets Inc | | | | 15,750,000 |
| Greenwich Capital Markets, Inc | | | | 15,750,000 |
| Scotia Capital (USA) Inc. | | | | 15,750,000 |
| BNP Paribas Securities Corp. | | | | 10,500,000 |
| HSBC Securities (USA) Inc | | | | 10,500,000 |
| Morgan Stanley & Co. Incorporated | | | | 10,500,000 |
| Credit Suisse Securities (USA) LLC | | | | 8,750,000 |
| Deutsche Bank Securities Inc | | | | 8,750,000 |
| J.P. Morgan Securities Inc. | | | | 8,750,000 |
| Lehman Brothers Inc. | | | | 8,750,000 |
| |
| |
| Total | | | | $ 350,000,000 |
BALT2\4317494.3 14836-3
| Schedule II |
| |
| Representative: | | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| |
| Underwriting Agreement: | | June 9, 2006 |
| |
| Registration Statement No.: | | 333-130212 |
| |
| Title of Securities: | | 6.375% Series I Notes due 2017 |
| |
| Aggregate principal amount: | | $350,000,000 |
| |
| Price to Public: | | 99.501% of the principal amount of the Securities, plus accrued |
| | | interest, if any, from June 25, 2007 |
| |
| Underwriting Discount: | | 0.650% |
| |
| Indenture: | | Indenture dated as of November 16, 1998 between Marriott |
| | | International, Inc. and Bank of New York, as successor to |
| | | JPMorgan Chase Bank, N.A., formerly known as The Chase |
| | | Manhattan Bank, as trustee |
| |
| Date of Maturity: | | June 15, 2017 |
| |
| Interest Rate: | | 6.375% per annum, payable semiannually |
| |
| Interest Payment Dates: | | June 15 and December 15, commencing December 15, 2007 |
| |
| CUSIP | | 571903 AG8 |
| |
| Redemption Provisions: | | The Securities may be redeemed in whole or in part at any time |
| | | and from time to time at a redemption price equal to the greater |
| | | of (1) 100% of the principal amount of the Securities being |
| | | redeemed and (2) the sum of the present values of the remaining |
| | | scheduled payments of principal and interest (not including |
| | | accrued interest as of the redemption date) on the Securities to be |
| | | redeemed, discounted to the redemption date on a semi-annual |
| | | basis (assuming a 360-day year consisting of twelve 30-day |
| | | months) at the Treasury Rate (the yield to maturity of the United |
| | | States Treasury security, selected by a primary U.S. government |
| | | securities dealer, having a maturity comparable to the remaining |
| | | term of the Securities being redeemed) plus 20 basis points, plus, |
| | | in each case, accrued and unpaid interest on the Securities to the |
| | | redemption date. |
| |
| Purchase of Securities Upon a Change | | |
| in Control Repurchase Event: | | If a change of control repurchase event occurs, the issuer will be |
| | | required, subject to certain conditions, to make an offer to |
| | | repurchase the Securities at a price equal to 101% of the |
| | | principal amount of the Securities, plus accrued and unpaid |
| | | interest to the date of repurchase. “Change of control repurchase |
| |
| |
| BALT2\4317494.3 | | |
| 14836-3 | | |
| | | event” means the occurrence of both a change of control and a |
| | | below investment grade rating event. |
| |
| | | “Change of control” means the consummation of any transaction |
| | | (including, without limitation, any merger or consolidation) the |
| | | result of which is that any “person” (as that term is used in |
| | | Section 13(d)(3) of the Exchange Act) becomes the beneficial |
| | | owner, directly or indirectly, of more than 50% of our voting |
| | | stock, measured by voting power rather than number of shares. |
| | | Notwithstanding the foregoing, a transaction effected to create a |
| | | holding company for us will not be deemed to involve a change |
| | | of control if: (1) pursuant to such transaction we become a direct |
| | | or indirect wholly owned subsidiary of such holding company |
| | | and (2)(A) the direct or indirect holders of the voting stock of |
| | | such holding company immediately following that transaction |
| | | are substantially the same as the holders of our voting stock |
| | | immediately prior to that transaction or (B) immediately |
| | | following that transaction no person (other than a holding |
| | | company satisfying the requirements of this sentence) is the |
| | | beneficial owner, directly or indirectly, of more than 50% of the |
| | | voting stock of such holding company, measured by voting |
| | | power rather than number of shares. |
| |
| | | “Below investment grade rating event” is defined in the |
| | | Preliminary Prospectus Supplement dated June 20, 2007. |
| |
| Sinking Fund Provisions: | | None. |
| |
| Other Provisions: | | As specified in the Prospectus Supplement dated June 20, 2007 |
| relating to the Securities. |
| |
| Securities Exchange: | | The Securities will not be listed on any exchange. |
| |
| Closing Date and Delivery Date: | | June 25, 2007 |
| |
| Closing Location: | | DLA Piper US LLP |
| | | 6225 Smith Avenue |
| | | Baltimore, Maryland 21209-3600 |
| |
| Address for Notices | | |
| to Underwriters: | | c/o Merrill Lynch, Pierce, Fenner & Smith |
| | | Incorporated |
| 4 World Financial Center |
| | | New York, NY 10080 |
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Permitted Free Writing Prospectus
|
Final Term Sheet dated June 20, 2007
|
BALT2\4317494.3 14836-3
ANNEX B
MARRIOTT INTERNATIONAL, INC.
| FINAL TERM SHEET |
| Dated: June 20, 2007 |
| |
| Issuer: | | Marriott International, Inc. |
| Title of Securities: | | 6.375% Series I Notes due 2017 |
| Trade Date: | | June 20, 2007 |
| Settlement Date: | | June 25, 2007 |
| Maturity Date: | | June 15, 2017 |
| Ratings: | | Baa2 (Stable) by Moody’s Investors Service, Inc and BBB+ |
| | | (Stable) by Standard & Poor’s Rating Service |
| Principal Amount: | | $350,000,000 |
| Coupon (Interest Rate): | | 6.375% |
| Interest Payment Dates: | | Semi-annually on each June 15 and December 15, commencing |
| on December 15, 2007 |
| Yield to Maturity: | | 6.444% |
| Spread to Benchmark Treasury: | | +130 basis points |
| Benchmark Treasury: | | UST 4.50 % due 05/15/17 |
| Benchmark Treasury Price and Yield: | | 95-1+ / 5.144% |
| Price to Public: | | 99.501% |
| Optional Redemption: | | Make-whole call plus 20 basis points |
| Change of Control Repurchase Event: | | Upon the occurrence of a change of control repurchase event, we |
| | | will be required to make an offer to purchase the notes at a price |
| | | equal to 101% of their principal amount plus accrued and unpaid |
| | | interest to the date of repurchase. |
| | | “Change of control repurchase event” means the occurrence of |
| | | both a change of control and a below investment grade rating |
| | | event. |
BALT2\4317494.3 14836-3
| | | “Change of control” means the consummation of any transaction |
| | | (including, without limitation, any merger or consolidation) the |
| | | result of which is that any “person” (as that term is used in |
| | | Section 13(d)(3) of the Exchange Act) becomes the beneficial |
| | | owner, directly or indirectly, of more than 50% of our voting |
| | | stock, measured by voting power rather than number of shares. |
| | | Notwithstanding the foregoing, a transaction effected to create a |
| | | holding company for us will not be deemed to involve a change |
| | | of control if: (1) pursuant to such transaction we become a direct |
| | | or indirect wholly owned subsidiary of such holding company |
| | | and (2)(A) the direct or indirect holders of the voting stock of |
| | | such holding company immediately following that transaction |
| | | are substantially the same as the holders of our voting stock |
| | | immediately prior to that transaction or (B) immediately |
| | | following that transaction no person (other than a holding |
| | | company satisfying the requirements of this sentence) is the |
| | | beneficial owner, directly or indirectly, of more than 50% of the |
| | | voting stock of such holding company, measured by voting |
| | | power rather than number of shares. |
| |
| | | “Below investment grade rating event” is defined in the |
| | | Preliminary Prospectus Supplement dated June 20, 2007. |
| |
| Minimum Denominations: | | $1,000 |
| |
| Joint Bookrunners: | | Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays |
| | | Capital Inc. |
| |
| Co-Managers: | | Banc of America Securities LLC, Citigroup Global Markets Inc., |
| | | Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc., |
| | | BNP Paribas Securities Corp., HSBC Securities (USA) Inc., |
| | | Morgan Stanley & Co. Incorporated, Credit Suisse Securities |
| | | (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan |
| | | Securities Inc., Lehman Brothers Inc. |
| |
| CUSIP: | | 571903AG8 |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site atwww.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering can arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free (866) 500-5408 or Barclays Capital Inc. toll-free at 888-227-2275 Ext. 2663.
BALT2\4317494.3 14836-3
