Exhibit 99.1
NEWS
Marriott International Announces Pricing of its Debt Tender Offer
BETHESDA, MD – September 22, 2021 - Marriott International, Inc. (NASDAQ: MAR) today announced the consideration payable in connection with its previously announced offer to purchase for cash up to $1,000,000,000 in aggregate principal amount (such aggregate principal amount, the “Maximum Principal Amount”) of its 5.750% Series EE Notes due 2025 (the “Series EE Notes”), 3.750% Series P Notes due 2025 (the “Series P Notes”) and 3.750% Series V Notes due 2025 (the “Series V Notes” and, together with the Series EE Notes and the Series P Notes, the “Notes”). The offer to purchase the Notes is referred to herein as the “Offer.”
The Offer was made upon the terms and subject to the conditions set forth in the offer to purchase, dated September 8, 2021 (as may be amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
| | | | | | | | | | | | | | | | |
| Title of Security | | CUSIP | | Principal Amount
Outstanding
(in millions) | | Early
Tender
Premium(1) | | Reference Security | | Bloomberg Reference
Page/Screen | | Reference
Yield | | Fixed Spread (basis points) | | Total
Consideration (1)(2) |
| 5.750% Series EE Notes due 2025 | | 571903BD4 | | $1,600 | | $30.00 | | 0.75% U.S. Treasury due August 31, 2026 | | FIT1 | | 0.836% | | +45 | | $1,153.24 |
| (1) | Per $1,000 principal amount. |
| (2) | The Total Consideration for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as set forth in the table above) and is inclusive of the Early Tender Premium (as set forth in the table above). |
All documentation relating to the Offer, including the Offer to Purchase, together with any updates, are available from the Tender and Information Agent (as defined below) and is also available via the Offer website: http://www.dfking.com/MAR.
The Financing Condition has been satisfied. Subject to satisfaction or waiver of the General Conditions by such date, all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase will be purchased by the Company on the “Early Settlement Date,” which is expected to occur on September 23, 2021. Payment for the Notes that are purchased will include accrued and unpaid interest on such Notes, rounded to the nearest cent per $1,000 principal amount of Notes, from the last interest payment date up to, but not including, the Early Settlement Date.
Since the amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time exceeded the Maximum Principal Amount, the Company is accepting Series EE Notes only on a prorated basis and the Company will not accept any Series P Notes or Series V Notes.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 5, 2021 (unless the Offer is extended or terminated) (such date and time, the “Expiration Time”). Withdrawal rights expired at 5:00 p.m., New York City time, on September 21, 2021. Notes that have been tendered may no longer be withdrawn. Since the amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time exceeded the Maximum Principal Amount, no additional Notes will be accepted for purchase after the Early Tender Time.
Subject to applicable law and limitations described in the Offer to Purchase, Marriott expressly reserves the right, in its sole discretion, to amend, extend or, upon failure of any condition described in the Offer to Purchase to be satisfied or waived, to terminate the Offer at any time at or prior to the Expiration Time. Marriott also reserves the right, in its sole discretion, subject to applicable law, to terminate the Offer at any time at or prior to the Expiration Time.
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