8-KOther EventsExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Corporate Update (Mar 14, 2012)

Filed March 14, 2012For Securities:MAR

Summary

Marriott International, Inc. (MAR) announced on March 9, 2012, the successful issuance of $200 million in aggregate principal amount of 3.000% Series K Notes due 2019. The company received net proceeds of approximately $196.5 million from this offering, which was conducted through a Terms Agreement with several underwriters, including J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. These proceeds are designated for general corporate purposes, offering flexibility for capital expenditures, acquisitions, share repurchases, or the repayment of commercial paper. The new notes constitute an additional issuance and form a single series with previously issued notes of the same denomination and maturity date, underscoring the company's strategy to manage its debt structure. The offering was made under Marriott's existing S-3 Registration Statement and was completed with legal opinions from Gibson, Dunn & Crutcher LLP.

Key Highlights

  • 1Marriott International issued $200 million of 3.000% Series K Notes due 2019.
  • 2Net proceeds of approximately $196.5 million were realized from the note offering.
  • 3Proceeds will be used for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, and debt repayment.
  • 4The new notes are fungible and form a single series with previously issued 3.000% Series K Notes due 2019.
  • 5The offering was conducted through a Terms Agreement with a syndicate of underwriters.
  • 6Interest payments are scheduled for March 1 and September 1 annually, commencing September 1, 2012.
  • 7The notes mature on March 1, 2019, and are redeemable at the company's option.

Frequently Asked Questions

The proceeds from the issuance of the new notes are intended for general corporate purposes. This includes a range of potential uses such as financing working capital needs, funding capital expenditures, pursuing acquisitions, executing stock repurchase programs, or repaying existing commercial paper borrowings as they mature.

These $200 million in 3.000% Series K Notes due 2019 constitute an additional issuance and are consolidated into a single series with the $400 million of 3.000% Series K Notes due 2019 that Marriott International had previously issued on February 27, 2012. This indicates the company is building out a specific debt instrument.

The notes carry a coupon rate of 3.000% and mature on March 1, 2019. Interest will be paid semi-annually on March 1 and September 1 of each year, with the first payment expected on September 1, 2012. The notes are redeemable, in whole or in part, at Marriott International's discretion, according to the terms outlined in the form of the note.

Marriott International issued $200 million in aggregate principal amount of notes. After deducting the underwriting discount and estimated offering expenses, the company received net proceeds of approximately $196.5 million. Purchasers will also pay accrued interest from February 27, 2012, up to the day before the settlement date.