What was the primary purpose of these debt exchange offers?

The primary purpose was to simplify Marriott's debt structure following the acquisition of Starwood Hotels & Resorts. By exchanging Starwood's existing debt for Marriott's own debt and amending the terms of any remaining Starwood debt, Marriott aims to consolidate its financial obligations and reduce administrative complexity.

How much of the Starwood debt was retired, and how much remains outstanding?

Marriott accepted and cancelled approximately $1.48 billion in aggregate principal amount of Starwood Notes across five different series. A remaining principal amount of approximately $165 million of Starwood Notes continues to be outstanding.

What is the significance of these amendments for investors holding the remaining Starwood Notes or Marriott Notes?

For investors holding the remaining Starwood Notes, the amendments reduce certain protections typically found in debt indentures, such as change of control clauses. For holders of the newly issued Marriott Notes, these represent direct obligations of Marriott International with terms as described in their respective indentures and registration statements.

MAR 8-K SEC Disclosure — Dec 20, 2016

Q: What changes were made to the indentures governing the remaining Starwood Notes?

The majority of Starwood Noteholders consented to amendments that substantially eliminate restrictive covenants, change of control provisions, and certain default clauses. This simplifies the governance and operational flexibility for Marriott concerning the remaining Starwood debt.

Summary

Marriott International, Inc. announced the successful completion of its debt exchange offers on December 20, 2016. The company exchanged a significant principal amount of existing Starwood Hotels & Resorts debt for newly issued Marriott debt. This exchange is a critical step following Marriott's acquisition of Starwood, aimed at consolidating and simplifying the capital structure of the combined entity. The exchange effectively retired over $1.48 billion in Starwood Notes, with a remaining balance of approximately $165 million. Concurrently, Marriott obtained overwhelming consent (over 86%) from Starwood Noteholders to amend the underlying indentures. These amendments substantially eliminate restrictive covenants, change of control provisions, and certain default clauses, streamlining the debt obligations of the acquired entity under Marriott's umbrella.

Key Highlights

1Marriott International completed debt exchange offers for Starwood Notes on December 20, 2016.
2Over $1.48 billion in aggregate principal amount of Starwood Notes were accepted and cancelled.
3New Marriott Notes totaling a similar principal amount were issued in exchange.
4Approximately $165 million of Starwood Notes remain outstanding across five series.
5Over 86% of Starwood Noteholders consented to proposed amendments to the Starwood Indentures.
6Key amendments include the elimination of most restrictive covenants and change of control provisions.
7These actions are part of integrating the acquired Starwood Hotels & Resorts business and simplifying debt management.

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Corporate Update (Dec 20, 2016)

Summary

Key Highlights

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