Marriott International Announces Final Results Of Exchange Offers And Consent Solicitations

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Dec 19, 2016, 08:37 ET

BETHESDA, Md., Dec. 19, 2016 /PRNewswire/ -- Marriott International, Inc. ("Marriott") (NASDAQ: MAR) today announced the final results of its previously announced offers to exchange all validly tendered and accepted notes of each series listed below (collectively, the "Starwood Notes") previously issued by Starwood Hotels & Resorts Worldwide, LLC (formerly known as Starwood Hotels & Resorts Worldwide, Inc. and referred to in this announcement as "Starwood") for new notes to be issued by Marriott (collectively, the "Marriott Notes"), and the related solicitation of consents to amend the indentures governing the Starwood Notes (together, the "Exchange Offers"). In connection with the Exchange Offers, Marriott filed a Registration Statement on Form S-4 (File No. 333-214693) (the "Registration Statement") for the issuance of the Marriott Notes with the Securities and Exchange Commission ("SEC") on Friday, November 18, 2016, which was declared effective by the SEC on December 9, 2016.

As of 11:59 p.m., New York City time, on Friday, December 16, 2016 (the "Expiration Date"), the aggregate principal amounts listed below of each series of Starwood Notes had been validly tendered (and not validly withdrawn) in connection with the Exchange Offers. As of the Expiration Date, the requisite consents to amend each of the indentures governing the Starwood Notes were obtained. The final settlement of the Exchange Offers is expected to take place on or about December 20, 2016.

Series of Starwood Notes to be Exchanged	CUSIP No.	Aggregate Principal Amount Outstanding	Aggregate Principal Amount Validly Tendered and Consents Received as of the Expiration Date	Percentage of Total Outstanding Principal Amount Validly Tendered and Consents Received as of the Expiration Date
6.750% Notes due 2018	85590AAL8	$ 370,626,000	$324,137,000	87.46%
7.150% Notes due 2019	85590AAN4	$ 209,445,000	$180,736,000	86.29%
3.125% Notes due 2023	85590AAP9	$ 326,333,000	$290,974,000	89.16%
3.750% Notes due 2025	85590AAQ7	$ 350,000,000	$317,836,000	90.81%
4.500% Notes due 2034	85590AAR5	$ 300,000,000	$277,607,000	92.54%

The Exchange Offers were made pursuant to the terms and conditions set forth in Marriott's prospectus, dated as of December 9, 2016 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal").

The dealer manager for the Exchange Offers is:

Deutsche Bank Securities
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Collect: (212) 250-2955
Toll-Free: (866) 627-0391

The exchange agent and information agent for the Exchange Offers is:

Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only): (212) 430-3775 or (212) 430-3779	By E-Mail: [email protected]	By Mail or Hand: 65 Broadway—Suite 404 New York, New York 10006

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release and is also not a solicitation of the related consents. The Exchange Offers were made solely under the terms and conditions described in the Prospectus, the Letter of Transmittal and the other related materials.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will these securities be sold in any state or other jurisdiction where any offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such state or other jurisdiction.

CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS

Information set forth in this news release contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially. A discussion of factors that may affect future results is contained in Marriott's filings with the SEC and in the Registration Statement for the Exchange Offers. Marriott disclaims any obligation to update or revise statements contained in this news release based on new information or otherwise.

IRPR#1

SOURCE Marriott International, Inc.