8-KRegulation FDOther EventsExhibits & Filings

MARRIOTT INTERNATIONAL INC /MD/ 8-K Report, Regulation FD Disclosure (Sep 22, 2021)

Filed September 22, 2021For Securities:MAR

Summary

Marriott International, Inc. (MAR) filed an 8-K report on September 22, 2021, primarily detailing its debt management activities. The company announced the pricing of a cash tender offer for up to $1 billion of its outstanding Series EE, Series P, and Series V Notes due 2025. This tender offer's financing condition has been satisfied, indicating Marriott's intention to repurchase a significant portion of its existing debt. Furthermore, the filing discloses the completion of a public offering of $700 million in aggregate principal amount of 2.750% Series II Notes due 2033, from which Marriott received net proceeds of approximately $693 million. These proceeds are earmarked to fund the aforementioned tender offer. This strategic debt refinancing aims to optimize Marriott's capital structure and potentially reduce future interest expenses.

Key Highlights

  • 1Marriott announced the pricing of a cash tender offer for up to $1 billion of its outstanding 5.750% Series EE Notes due 2025, 3.750% Series P Notes due 2025, and 3.750% Series V Notes due 2025.
  • 2The financing condition for the tender offer has been satisfied.
  • 3Marriott completed the issuance of $700 million aggregate principal amount of 2.750% Series II Notes due 2033.
  • 4Net proceeds of approximately $693 million were received from the new note issuance.
  • 5The proceeds from the new notes will be used to fund the cash tender offer.
  • 6The new Series II Notes due 2033 carry a coupon of 2.750% and mature in October 2033.
  • 7This action represents a debt refinancing strategy, potentially altering the company's debt maturity profile and interest costs.

Frequently Asked Questions

This filing primarily serves to inform investors about Marriott's debt management activities, specifically the pricing of a tender offer to repurchase existing notes and the completion of a new note issuance intended to fund that repurchase.

Marriott is conducting a cash tender offer for up to $1,000,000,000 aggregate principal amount of its outstanding 5.750% Series EE Notes due 2025, 3.750% Series P Notes due 2025, and 3.750% Series V Notes due 2025.

Marriott issued $700 million aggregate principal amount of 2.750% Series II Notes due 2033. These notes mature on October 15, 2033, and bear a semi-annual interest payment of 2.750%.

The net proceeds of approximately $693 million from the issuance of the 2.750% Series II Notes due 2033 are intended to fund the cash tender offer for its existing 2025 notes.