Marriott Vacations Worldwide Amends Exchange Offer and Consent Solicitation for IAC Notes
ORLANDO, Fla. – August 15, 2018 – Marriott Vacations Worldwide Corporation (NYSE: VAC) (“Marriott Vacations Worldwide,” “MVW,” “we,” “us” or “our”) today announced that its wholly owned subsidiary, Marriott Ownership Resorts, Inc. (the “Issuer”), is amending its previously announced offer to exchange (the “Exchange Offer”), and the related consent solicitation (the “Consent Solicitation”) with respect to, any and all of the outstanding $350.0 million aggregate principal amount of 5.625% Senior Notes due 2023 (the “Existing IAC Notes”) issued by Interval Acquisition Corp. (“IAC”), a wholly owned subsidiary of ILG, Inc. (including any successor, “ILG”), held by Eligible Holders (as defined below) for (i) up to an aggregate principal amount of $350.0 million of new 5.625% Senior Notes due 2023 (the “Exchange Notes”) to be issued by the Issuer and (ii) cash.
Pursuant to the amendment, (i) Eligible Holders whose Existing IAC Notes are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on August 30, 2018 (such date and time, as the same may be extended, the “Expiration Date”), will be eligible to receive the “Total Exchange Consideration” (as set forth in the table below) for all such Existing IAC Notes that are accepted for exchange on the “Settlement Date” (which will occur promptly after the Expiration Date), even if such Existing Notes were not tendered prior to 5:00 p.m., New York City time, on August 8, 2018 (the “Early Tender Date”) and (ii) if consents of the holders of a majority of the aggregate principal amount of the Existing IAC Notes outstanding are not received in the Consent Solicitation, ILG or one of its subsidiaries will become a co-issuer of the Exchange Notes rather than a guarantor of the Exchange Notes. All other terms and conditions of the Exchange Offer and Consent Solicitation described in the Offering Memorandum and the related letter of transmittal and consent remain unchanged.
The following table sets forth the Total Exchange Consideration for Existing IAC Notes validly tendered (and not validly withdrawn) and accepted for exchange in the Exchange Offer:
| Existing IAC Notes to be Exchanged | CUSIP Number | Aggregate Principal Amount Outstanding | Total Exchange Consideration(1)(2) |
|---|---|---|---|
| 5.625% Senior Notes due 2023 | 46113V AD 0 | $350,000,000 | $1,000 principal amount of Exchange Notes and $10 in cash |
(1) Total principal amount of Exchange Notes for each $1,000 principal amount of Existing IAC Notes tendered. The Exchange Notes will accrue interest from April 15, 2018, the most recent interest payment date on the Existing IAC Notes.
(2) Cash consideration for each $1,000 principal amount of Existing IAC Notes tendered and represents the fee payable for holders providing consents.
