ORLANDO, Fla., Aug. 6, 2018 /PRNewswire/ -- 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"), intends to offer, subject to market and other
conditions, $750.0 million aggregate
principal amount of senior notes due 2026 (the "Notes"). The Notes
will be offered to qualified institutional buyers within
the United States pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"), and in offshore transactions to non-U.S. persons pursuant to
Regulation S under the Securities Act.
The Notes are being issued in connection with the previously
announced proposed combination (the "Combination Transactions") of
Marriott Vacations Worldwide with ILG, Inc. ("ILG"). The Issuer
intends to use the net proceeds from the Notes offering, together
with borrowings under the New Credit Facilities (as defined below)
and MVW's and ILG's cash on hand, to (i) pay the cash consideration
for the Combination Transactions, (ii) repay borrowings outstanding
under ILG's revolving credit facility and (iii) in each case, pay
transaction expenses and fees in connection therewith. As
previously announced, in connection with the Combination
Transactions, Marriott Vacations Worldwide also expects the Issuer,
as the borrower, to enter into new senior secured credit facilities
(the "New Credit Facilities"), comprising a $900 million seven-year term loan credit facility
and a $600 million five-year
revolving credit facility.
The Notes may not be offered or sold in the United States or to any U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act. The Notes have not been registered under the Act or the
securities laws of any other jurisdiction.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law.
About Marriott Vacations Worldwide
Corporation
Marriott Vacations Worldwide Corporation is a
leading global pure-play vacation ownership company, offering a
diverse portfolio of quality products, programs and management
expertise with over 65 resorts. Its brands include Marriott
Vacation Club, The Ritz-Carlton Destination Club and Grand
Residences by Marriott. Since entering the industry in 1984 as part
of Marriott International, Inc., the company earned its position as
a leader and innovator in vacation ownership products. The company
preserves high standards of excellence in serving its customers,
investors and associates while maintaining a long-term relationship
with Marriott International.
About ILG
ILG (Nasdaq: ILG) is a leading provider of
professionally delivered vacation experiences and the exclusive
global licensee for the Hyatt®, Sheraton®,
and Westin® brands in vacation ownership. The company
offers its owners, members, and guests access to an array of
benefits and services, as well as world-class destinations through
its international portfolio of resorts and clubs. ILG's operating
businesses include Aqua-Aston Hospitality, Hyatt Vacation
Ownership, Interval International, Trading Places International,
Vacation Resorts International, VRI Europe, and Vistana Signature
Experiences. Through its subsidiaries, ILG independently owns and
manages the Hyatt Residence Club program and uses the Hyatt
Vacation Ownership name and other Hyatt marks under license from
affiliates of Hyatt Hotels Corporation. In addition, ILG's Vistana
Signature Experiences, Inc. is the exclusive provider of vacation
ownership for the Sheraton and Westin brands and uses related
trademarks under license from Starwood Hotels & Resorts
Worldwide, LLC. Headquartered in Miami,
Florida, ILG has offices in 15 countries and more than
10,000 associates.
Forward-Looking Statements
Information included in
this communication, and information which may be contained in other
filings with the Securities and Exchange Commission (the "SEC") and
press releases or other public statements, contains or may contain
"forward-looking" statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the SEC in
its rules, regulations and releases. These forward-looking
statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or
intentions.
Forward-looking statements are any statements other than
statements of historical fact, including statements regarding
Marriott Vacations Worldwide and ILG's expectations, beliefs,
hopes, intentions or strategies regarding the future. Among other
things, these forward-looking statements may include statements
regarding the proposed combination of Marriott Vacations Worldwide
and ILG; our beliefs relating to value creation as a result of a
potential combination of Marriott Vacations Worldwide and ILG; the
expected timetable for completing the transactions; benefits and
synergies of the transactions; future opportunities for the
combined company; statements regarding the Notes offering, the
Notes and the New Credit Facilities and any other statements
regarding Marriott Vacations Worldwide's and ILG's future beliefs,
expectations, plans, intentions, financial condition or
performance. In some cases, forward-looking statements can be
identified by the use of words such as "may," "will," "expects,"
"should," "believes," "plans," "anticipates," "estimates,"
"predicts," "potential," "continue," or other words of similar
meaning.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, general economic conditions, our financial and
business prospects, our capital requirements, our financing
prospects, our relationships with associates and labor unions, our
ability to consummate potential acquisitions or dispositions, our
relationships with the holders of licensed marks, and those
additional factors disclosed as risks in other reports filed by us
with the SEC, including those described in Part I of the Marriott
Vacations Worldwide's most recently filed Annual Report on Form
10-K and subsequent reports on Forms 10-Q and 8-K as well as in
ILG's most recently filed Annual Report on Form 10-K and subsequent
reports on Forms 10-Q and 8-K and in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 filed by Marriott Vacations Worldwide with the SEC, and any
amendments thereto.
Other risks and uncertainties include the timing and likelihood
of completion of the proposed transactions between Marriott
Vacations Worldwide and ILG; the possibility that Marriott
Vacations Worldwide's stockholders may not approve the issuance of
the Marriott Vacations Worldwide shares to be issued in connection
with the proposed transactions; the possibility that ILG's
stockholders may not approve the proposed transactions; the
possibility that the expected synergies and value creation from the
proposed transactions will not be realized or will not be realized
within the expected time period; the risk that the businesses of
Marriott Vacations Worldwide and ILG will not be integrated
successfully; the potential impact of the disruption from the
proposed transactions making it more difficult to maintain business
and operational relationships; the risk that unexpected costs will
be incurred; the ability to retain key personnel; the availability
of financing; the possibility that the proposed transactions do not
close; as well as more specific risks and uncertainties. You should
carefully consider these and other relevant factors, including
those risk factors in this communication and other risks and
uncertainties that affect the businesses of Marriott Vacations
Worldwide and ILG described in their respective filings with the
SEC, when reviewing any forward-looking statement. These factors
are noted as permitted under the Private Securities Litigation
Reform Act of 1995. We caution readers that any such statements are
based on currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management's opinion only
as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
Important Information and Where to Find It
The proposed transactions involving Marriott Vacations Worldwide
and ILG will be submitted to Marriott Vacations Worldwide's
stockholders and ILG's stockholders for their
consideration. In connection with the proposed transaction, on
July 19, 2018, Marriott Vacations
Worldwide filed with the SEC an amendment to the registration
statement on Form S-4 that included a joint proxy
statement/prospectus for the stockholders of Marriott Vacations
Worldwide and ILG and was filed with the SEC on June 6, 2018.
The registration statement was declared effective by the SEC on
July 23, 2018. Marriott Vacations
Worldwide and ILG mailed the definitive joint proxy
statement/prospectus to their respective stockholders on or about
July 25, 2018 and each of Marriott
Vacations Worldwide and ILG intend to hold the special meeting of
the stockholders of Marriott Vacations Worldwide and ILG on
August 28, 2018. This communication
is not intended to be, and is not, a substitute for such filings or
for any other document that Marriott Vacations Worldwide or ILG may
file with the SEC in connection with the proposed
transaction. SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION
STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The registration statement, the
joint proxy statement/prospectus and other relevant materials and
any other documents filed or furnished by Marriott Vacations
Worldwide or ILG with the SEC may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, security holders will
be able to obtain free copies of the registration statement and the
joint proxy statement/prospectus from Marriott Vacations Worldwide
by going to its investor relations page on its corporate web
site at www.marriottvacationsworldwide.com and from ILG by going to
its investor relations page on its corporate web site at
www.ilg.com.
Participants in the Solicitation
Marriott Vacations Worldwide, ILG, their respective directors
and certain of their respective executive officers and employees
may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information about
Marriott Vacations Worldwide's directors and executive officers is
set forth in its Annual Report on Form 10-K for the year ended
December 31, 2017, which was filed with the SEC on
February 27, 2018 and in its
definitive proxy statement filed with the SEC on April 3, 2018, and information about ILG's
directors and executive officers is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2017, which
was filed with the SEC on March 1,
2018, and in its definitive proxy statement filed with the
SEC on May 7, 2018. These
documents are available free of charge from the sources indicated
above, and from Marriott Vacations Worldwide by going to its
investor relations page on its corporate web site at
www.marriottvacationsworldwide.com and from ILG by going to its
investor relations page on its corporate web site at
www.ilg.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed transactions is presented in the definitive joint proxy
statement/prospectus included in the registration statement on
Form S-4 filed by Marriott Vacations Worldwide with the SEC,
and may be included in other relevant materials that Marriott
Vacations Worldwide and ILG file with the SEC.
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SOURCE Marriott Vacations Worldwide Corporation
