Item 7.01. Regulation FD Disclosure.
OnSeptember 22, 2021 ,Marriott International, Inc. ("we") announced the pricing of the previously announced cash tender offer for up to$1,000,000,000 aggregate principal amount of our outstanding 5.750% Series EE Notes due 2025, 3.750% Series P Notes due 2025 and 3.750% Series V Notes due 2025 (such tender offer, the "Tender Offer") and the satisfaction of the Financing Condition (as defined in the Offer to Purchase, dated as ofSeptember 8, 2021 (as amended, the "Offer to Purchase")). The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase. A copy of the news release announcing the pricing of the Tender Offer and the satisfaction of the Financing Condition, which describes the pricing of the Tender Offer and the satisfaction of the Financing Condition in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1. The foregoing description and the other information in this Current Report on Form 8-K regarding the pricing of the Tender Offer and the satisfaction of the Financing Condition are included in this report solely for informational purposes. The information reported in this Item 7.01, including the material attached as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended. Item 8.01. Other Events. OnSeptember 8, 2021 , we entered into a Terms Agreement withBofA Securities, Inc. ,Deutsche Bank Securities Inc. ,Goldman Sachs & Co. LLC and the other Underwriters listed on Schedule I thereto (the "Terms Agreement," which incorporates by reference the Underwriting Agreement General Terms and Provisions, datedMarch 3, 2021 (which we previously filed onMarch 5, 2021 as Exhibit 1.1 to our Current Report on Form 8-K)) to issue$700 million aggregate principal amount of our 2.750% Series II Notes due 2033 (the "Notes"). OnSeptember 22, 2021 , we received net proceeds of approximately$693 million from the offering of the Notes, after deducting the underwriting discount and estimated expenses of the offering. We intend to use the net proceeds from the offering of the Notes to fund the Tender Offer. We will pay interest on the Notes onApril 15 andOctober 15 of each year, commencing onApril 15, 2022 . The Notes will mature onOctober 15, 2033 . We may redeem the Notes, in whole or in part, at our option, under the terms provided in the Form of Note. We issued the Notes under an indenture dated as ofNovember 16, 1998 withThe Bank of New York Mellon , as successor toJPMorgan Chase Bank, N.A ., formerly known asThe Chase Manhattan Bank , as trustee (the "Indenture") (which we previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year endedJanuary 1, 1999 ). In connection with the public offering of the Notes, we filed a Prospectus datedFebruary 18, 2021 and a Prospectus Supplement datedSeptember 8, 2021 with theSecurities and Exchange Commission , each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-253260) (the "Registration Statement"). We are filing the Terms Agreement, the Indenture Officers' Certificate pursuant to Section 301 of the Indenture, the Form of Note, and a legal opinion of our counsel,Gibson, Dunn & Crutcher LLP , on the Notes as exhibits to this report for the purpose of incorporating them as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
1.1 Terms Agreement, dated
Inc. and the Underwriters named therein. 4.1 Form of Note for the 2.750% Series II Notes due 2033. 4.2 Indenture Officers' Certificate (with respect to the 2.750% Series II Notes due 2033) pursuant to Section 301 of the Indenture, datedSeptember 22, 2021 .
-------------------------------------------------------------------------------- 5.1 Opinion of Gibson, Dunn &
23.1 Consent of Gibson, Dunn &
104 The cover page to this Current
Report on Form 8-K, formatted in inline XBRL.
The following exhibit is furnished with this report:
99.1Marriott International, Inc.
News Release, dated
--------------------------------------------------------------------------------
© Edgar Online, source