Marriott International, Inc. (NASDAQ: MAR) is the world’s largest hotel company based in Bethesda, Maryland, USA, with more than 5,700 properties in over 110 countries. Marriott International, Inc. announced that it is offering to repurchase all or any part (equal to an aggregate principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000) of two of the outstanding series of senior notes (collectively, the “Notes”) originally issued by Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc.) (“Starwood”):
7.150% Senior Notes due 2019 (the “2019 Notes”), and
3.125% Senior Notes due 2023 (the “2023 Notes”)
As of September 23, 2016, there were approximately $209,755,000 aggregate principal amount of 2019 Notes outstanding and $350,000,000 aggregate principal amount of 2023 Notes outstanding.
Marriott is making its offer to repurchase the Notes in connection with its September 23, 2016 acquisition of Starwood (the “Starwood Acquisition”). As a result of the Starwood Acquisition, a Change of Control of Starwood occurred under the terms of the Indentures governing the Notes, and Starwood, or Marriott acting on Starwood’s behalf, is required to offer to repurchase any or all Notes from the Holders of the Notes (“Holders”). Marriott will pay to Holders who exercise their repurchase right a repurchase price in cash of 101% of the aggregate principal amount of the repurchased Notes, plus any accrued and unpaid interest up to the October 25, 2016 repurchase date.
Holders who wish to exercise their repurchase right must surrender their Notes for purchase through the transmittal procedures of DTC no later than 5:00 p.m., New York City time, on October 24, 2016 (the “Expiration Date”).
The Notes of any Holders who do not surrender their Notes for purchase will remain outstanding and their rights and obligations as Holders of Notes will not be affected. Marriott is considering strategies to address Starwood’s outstanding public debt, including any Notes that remain outstanding following the Change of Control Repurchase Offer, following the consummation of the Starwood Acquisition and intends to take the steps necessary to cause Starwood’s outstanding public debt to be pari passu with the outstanding public debt of Marriott.
Marriott will accept for payment all validly surrendered Notes promptly after the Expiration Date. Marriott will promptly forward to The Bank of New York Mellon, as the Paying Agent, on October 24, 2016, the appropriate amount of cash required to pay for the surrendered Notes, and the Paying Agent will promptly distribute the cash to DTC, the sole record Holder. DTC will then distribute the cash to its participants in accordance with its procedures.
Holders may withdraw Notes surrendered for purchase at any time before 5:00 p.m., New York City time, on the Expiration Date. In order to withdraw Notes, Holders must comply with the withdrawal procedures of DTC before 5:00 p.m., New York City time, on the Expiration Date.