Exhibit No. 99(a)
[Letterhead]
NEWS
Marriott International, Inc. and its wholly owned subsidiary RHG Finance
Corporation Announce $720 Million Debt Tenders and Consent Solicitations
WASHINGTON, D.C., February 24, 1998 - Marriott International, Inc. (the
"Company") (MAR/NYSE) today announced that it has commenced cash tender
offers and consent solicitations for the Company's outstanding Series A
through D Senior Notes (the "Notes"). RHG Finance Corporation ("RHG
Finance"), a wholly owned subsidiary of the Company, also announced that it
has commenced a cash tender offer and consent solicitation for its
outstanding Guaranteed Notes which are guaranteed by Marriott International,
Inc. and its subsidiary Renaissance Hotel Group, N.V. (the "Guaranteed
Notes").
The following table sets forth for each of the Notes and Guaranteed Notes
to which the offers apply, the CUSIP number, the outstanding principal
amount, the securities, the reference security and the fixed spread.
Outstanding
Aggregate
Principal Security Reference Fixed
CUSIP No. Amount Description Security Spread
- --------- ------------- ----------------- ----------- ------
571900AA7 $150,000,000 6.750% Series 5.875% 0.27%
A Senior Notes Due 2/15/04
Due 2003
571900AB5 $200,000,000 7.875% Series 5.500% 0.35%
B Senior Notes Due 2/15/08
Due 2005
571900AC3 $150,000,000 7.125% Series 5.500% 0.40%
C Senior Notes Due 2/15/08
Due 2007
571900AD1 $100,000,000 6.750% Series 5.500% 0.45%
D Senior Notes Due 2/15/08
Due 2009
749928AA5 $120,000,000 RHG Finance Corp. 5.500% 0.40%
8.875% Guaranteed Due 2/15/08
Notes Due 2005
------------
Total $720,000,000
------------
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The tender offers are being made upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation
Statements being mailed to the Company's noteholders and RHG Finance's
noteholders on or about February 25, 1998.
The obligations of the Company, its wholly owned subsidiary, New Marriott
MI, Inc., and Sodexho Alliance S.A. to consummate the Reorganization
described below are not conditioned on the success of the offers or consent
solicitations.
Under the terms of the tender offers, the consideration for each $1,000
principal amount of Notes and Guaranteed Notes will be calculated based on
the yield on an applicable United States Treasury reference security, plus an
applicable fixed spread, less the consent payment described below. The
consideration will also include accrued and unpaid interest. The
consideration will be set two days prior to the expiration of the tender
offers. The tender offers will expire at 9:00 a.m., New York City time, on
Friday, March 27, 1998 unless extended or earlier terminated by the Company.
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The Company and RHG Finance are also soliciting consents from the holders
of Notes and Guaranteed Notes, respectively, to amend the respective
indentures under which the Notes and Guaranteed Notes were issued. Each
holder who tenders Notes and Guaranteed Notes and validly consents to the
proposed amendments prior to the applicable consent time will be paid $20.00
in cash for each $1,000 in principal amount of Notes and Guaranteed Notes
validly tendered and accepted for payment. The consent time for each consent
solicitation is 5:00 p.m., New York City time, on Tuesday, March 10, 1998.
Holders tendering their Notes or Guaranteed Notes prior to the consent time
will be required to consent to amendments which will eliminate or modify most
of the covenants contained in the respective indentures governing the Notes
and the Guaranteed Notes.
Merrill Lynch & Co. and Lehman Brothers Inc. are the dealer managers and
consent solicitation agents for the tender offers and the consent
solicitations.
The offers and consent solicitations are being made in connection with the
reorganization of the Company (the "Reorganization"), which consists of the
planned spinoff of the Company's lodging (including timeshare resort
development and operations), senior living services and distribution services
businesses and the subsequent merger of the Company's North American food
service and facilities management business (Marriott Management Services)
with the North American food service and facilities management operations of
Sodexho Alliance, S.A. Following the Reorganization, the company to be spun
off ("New Marriott") will adopt the name "Marriott International, Inc.," and
the Company will assume the name "Sodexho Marriott Services, Inc." ("SMS").
If the requisite consents to a supplemental indenture are obtained and the
supplemental indenture with respect to any series of Notes becomes effective,
any Notes of such series not tendered and accepted for payment will remain
obligations of SMS. If the requisite consents to a supplemental indenture are
not obtained, all Notes of the applicable series that have not been tendered
and accepted for payment will become obligations of New Marriott. Regardless
of the outcome of the consent solicitation for its Guaranteed Notes, RHG
Finance will become a subsidiary of New Marriott as part of the
Reorganization, and New Marriott will assume the Company's obligations as
guarantor of the Guaranteed Notes. After the Reorganization, SMS will be
substantially more leveraged on a relative basis than the Company was before
the Reorganization, and New Marriott will have significantly less debt than
the Company had before the Reorganization.
New Marriott will be one of the world's leading hospitality companies with
more than 1,500 operating units, over 140,000 employees and 1997 sales in
excess of $9 billion. The Company believes that New Marriott's ability to
participate aggressively in the global consolidation of the lodging industry,
as well as the senior living services industry within the United States, will
be significantly enhanced by the Reorganization. The Company also believes
that New Marriott will have substantially greater investment capacity after
the Reorganization than the Company has today.
The Company will not effect the Reorganization in the event that the
Reorganization is not approved by its stockholders at a special meeting
called for such purpose on March 17, 1998. The closing of the Reorganization
is also subject to certain other conditions. In the event any of these
conditions is not satisfied and the Reorganization is not consummated, the
Company is under no obligation to accept tendered Notes for payment.
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This news release is neither an offer to purchase the Notes nor a
solicitation of an offer to sell the Notes. The tender offers and consent
solicitations are only made pursuant to the offering documents. Questions
regarding the terms of the tender offers and consent solicitations may be
directed to Merrill Lynch & Co. at (888) 654-8637, attention: Susan Weinberg,
or Lehman Brothers Inc. at (800) 438-3242, attention: Scott Macklin. Copies
of the offering documents may be obtained by calling MacKenzie Partners,
Inc., at (212) 929-5500 (call collect) or (800)322-2885 (toll free).
MARRIOTT INTERNATIONAL, INC. is a leading worldwide hospitality company,
with nearly 4,600 units in the United States and 53 other countries and
territories. The Company is headquartered in Washington, D.C. and has
approximately 195,000 employees. In fiscal year 1997, Marriott International
reported total sales of $12.0 billion.
Note: This press release contains "forward-looking statements" within the
meaning of federal securities law, including statements concerning new
Marriott's investment capacity and its ability to participate in the ongoing
consolidation of the lodging and senior living services industries; business
strategies and their intended results, and similar statements concerning
anticipated future events and expectations that are not historical facts. The
forward-looking statements in this press release are subject to numerous
risks and uncertainties, including the effects of economic conditions;
changes in supply and demand for hotel rooms, vacation club resorts and
senior living accommodations; competitive conditions in the lodging,
management services and other contract services industries; relationships
with clients and property owners; the impact of government regulations; and,
the availability of capital to finance growth, which could cause actual
results to differ materially from those expressed in or implied by the
statements herein.
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Contact: Corporate Relations, 301-380-7770
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