CITIGROUPGLOBALMARKETSINC.
MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
BANC OFAMERICASECURITIESLLC
BARCLAYSCAPITALINC.
CREDITSUISSESECURITIES(USA) LLC
DEUTSCHEBANKSECURITIESINC.
MORGANSTANLEY& CO. INCORPORATED
HSBC SECURITIES(USA) INC.
J.P. MORGANSECURITIESINC.
LEHMANBROTHERSINC.
SUNTRUSTROBINSONHUMPHREY, INC.
WACHOVIACAPITALMARKETS, LLC
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
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Dear Ladies and Gentlemen:
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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. For the avoidance of doubt, the Company and the Underwriters acknowledge and agree that the phrase “since the date of this Agreement” in Section 6(j) of the Terms and Provisions shall refer to the date of this Terms Agreement.
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 October 16, 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.
For the purposes of the Terms and Provisions, the “Applicable Time” shall be 3:06 p.m. (Eastern Time) on the date hereof.
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.
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By:/s/ Carolyn B. Handlon
Name: Carolyn B. Handlon
Title: Vice President and Treasurer
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Accepted as of the date hereof:
CITIGROUPGLOBALMARKETSINC.
MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
BANC OFAMERICASECURITIESLLC
BARCLAYSCAPITALINC.
CREDITSUISSESECURITIES(USA) LLC
DEUTSCHEBANKSECURITIESINC.
MORGANSTANLEY& CO. INCORPORATED
HSBC SECURITIES(USA) INC.
J.P. MORGANSECURITIESINC.
LEHMANBROTHERSINC.
SUNTRUSTROBINSONHUMPHREY, INC.
WACHOVIACAPITALMARKETS, LLC
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By: CITIGROUPGLOBALMARKETSINC.
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By:/s/ Brian D. Bednarski
__________________
Name: Brian D. Bednarski
Title: Director
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By: MERRILLLYNCH, PIERCE, FENNER& SMITH
INCORPORATED
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By:/s/ Esteban Saba_______________________
Name: Esteban Saba
Title: Vice President
|
| | | Schedule I | | |
| |
| |
| | | | | Principal Amount of |
| Underwriter | | | | Securities to be Purchased |
| |
| Citigroup Global Markets Inc | | | | $130,000,000 |
| Merrill Lynch, Pierce, Fenner & Smith | | | | |
| Incorporated | | | | 110,000,000 |
| Banc of America Securities LLC | | | | 20,000,000 |
| Barclays Capital Inc. | | | | 20,000,000 |
| Credit Suisse Securities (USA) LLC | | | | 20,000,000 |
| Deutsche Bank Securities Inc. | | | | 20,000,000 |
| Morgan Stanley & Co. Incorporated | | | | 20,000,000 |
| HSBC Securities (USA) Inc. | | | | 12,000,000 |
| J.P. Morgan Securities Inc. | | | | 12,000,000 |
| Lehman Brothers Inc. | | | | 12,000,000 |
| SunTrust Robinson Humphrey, Inc. | | | | 12,000,000 |
| Wachovia Capital Markets, LLC | | | | 12,000,000 |
| |
| Total | | | | $400,000,000 |
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| | | Schedule II |
| |
| |
| Representatives: | | Citigroup Global Markets Inc. |
| | | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| |
| Underwriting Agreement: | | June 9, 2006 |
| |
| Registration Statement No.: | | 333-130212 |
| |
| Title of Securities: | | 5.625% Series J Notes due 2013 |
| |
| Aggregate principal amount: | | $400,000,000 |
| |
| Price to Public: | | 99.723% of the principal amount of the Securities, plus |
| | | accrued interest, if any, from October 19, 2007 |
| |
| Underwriting Discount: | | 0.60% |
| |
| Indenture: | | Indenture dated as of November 16, 1998 between Marriott |
| | | International, Inc. and The Bank of New York, as successor to |
| | | JPMorgan Chase Bank, N.A., formerly known as The Chase |
| | | Manhattan Bank, as trustee |
| |
| Date of Maturity: | | February 15, 2013 |
| |
| Interest Rate: | | 5.625% per annum, payable semiannually |
| |
| Interest Payment Dates: | | February 15 and August 15, commencing February 15, 2008 |
| |
| CUSIP | | 571903AH6 |
| |
| 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. |
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Purchase of Securities Upon a Change
in Control Repurchase Event:
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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 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 October 16, 2007.
As specified in the Preliminary Prospectus Supplement dated October 16, 2007 relating to the Securities.
| | The Securities will not be listed on any exchange.
|
| | Baa2 by Moody’s Investors Service, Inc.
BBB by Standard & Poor’s Ratings Services
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Closing Date and Delivery Date:
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BALT2\4335711.5 1-6
DLA Piper US LLP 6225 Smith Avenue
Baltimore, Maryland 21209-3600
BALT2\4335711.5 1-6
Permitted Free Writing Prospectus
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Final Term Sheet dated October 16, 2007
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BALT2\4335711.5 1-6
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 supplementing the Preliminary Prospectus Supplement dated October 16, 2007 Registration No. 333-130212
| TERM SHEET |
| Dated: October 16, 2007 |
| |
| 5.625% Series J Notes due 2013 |
| |
| Issuer: | | Marriott International, Inc. |
| Security: | | 5.625% Series J Notes due 2013 |
| Size: | | $400,000,000 |
| Maturity Date: | | February 15th, 2013 |
| Coupon: | | 5.625% |
| Interest Payment Dates: | | February 15 and August 15, commencing February 15, 2008 |
| Price to Public: | | 99.723% |
| Benchmark Treasury: | | 4.25% due 9/12 |
| Benchmark Treasury Yield: | | 4.338% |
| Spread to Benchmark Treasury: | | +135 bps |
| Yield: | | 5.688% |
| Make-Whole Call: | | +20 bps |
| Expected Settlement Date: | | October 19, 2007 |
| CUSIP: | | 571903AH6 |
| Minimum Denominations: | | $1,000 |
| Change of Control: | | Issuer repurchase offer required following certain changes of |
| | | control as described in the Preliminary Prospectus Supplement |
| | | dated October 16, 2007. |
| Anticipated Ratings: | | Baa2 by Moody’s Investors Service, Inc. |
| | | BBB by Standard & Poor’s Ratings Services |
| Joint Book-Running Managers: | | Citigroup Global Markets Inc. |
| | | Merrill Lynch, Pierce, Fenner & Smith Incorporated |
| Senior Co-Managers: | | Banc of America Securities LLC |
| | | Barclays Capital Inc. |
| | | Credit Suisse Securities (USA) LLC |
| | | Deutsche Bank Securities Inc. |
| | | Morgan Stanley & Co. Incorporated |
| Junior Co-Managers: | | HSBC Securities (USA) Inc. |
| | | J.P. Morgan Securities Inc. |
| | | Lehman Brothers Inc. |
SunTrust Robinson Humphrey, Inc. Wachovia Capital Markets, LLC
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you
the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407 or Merrill Lynch, Pierce, Fenner & Smith Incorporated 1-866-500-5408.
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