MARRIOTT INTERNATIONAL, INC.
OFFER TO PURCHASE FOR CASH
UP TO $800,000,000 AGGREGATE PRINCIPAL AMOUNT
OF THE OUTSTANDING NOTES LISTED IN THE TABLE BELOW
The Offer (as defined below) will expire at 11:59 p.m., New York City time, on October 5, 2021 (unless the Offer is
extended or terminated) (such date and time, as the same may be extended, the “Expiration Time”).
To be eligible to receive the applicable Total Consideration (as defined below), which includes the Early Tender Premium
(as defined below), Holders (as defined below) must validly tender and not validly withdraw their Notes (as defined below)
at or prior to 5:00 p.m., New York City time, on September 21, 2021 (unless the Offer is extended or terminated)
(such date and time, as the same may be extended, the “Early Tender Time”). Holders who validly tender their Notes
after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive only the applicable
Tender Offer Consideration (as defined below), which is an amount equal to the applicable Total Consideration less the
applicable Early Tender Premium. Holders who tender their Notes prior to the Early Tender Time may withdraw such Notes
at any time prior to 5:00 p.m., New York City time, on September 21, 2021 (the “Withdrawal Time”).
To be eligible to receive the applicable Tender Offer Consideration, Holders must validly tender and not validly
withdraw their Notes at or prior to the Expiration Time. Holders who tender their Notes after the Early Tender Time and
prior to the Expiration Time may not withdraw such Notes. The Offer is being made upon the terms and subject to the
conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, this
“Offer to Purchase”).
Title of Security |
CUSIP
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Acceptance Priority Level(1)
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Applicable Par Call Date (2)
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Principal Amount Outstanding (in millions)
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5.750% Series EE Notes due 2025
|
571903BD4
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1
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April 1, 2025
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$1,600
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3.750% Series P Notes due 2025
|
571903AP8
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2
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July 1, 2025
|
$350
|
3.750% Series V Notes due 2025
|
571903AW3
|
3
|
December 15, 2024
|
$317.83
|
________________________________________________________________________________________________________________________________
(1) We will accept Notes in accordance with their Acceptance Priority Level specified in the table above (each,
an "Acceptance Priority Level," with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level), subject to the terms and conditions described elsewhere in this Offer to Purchase, including the
Maximum Principal Amount and proration.
(2) Refers to the first date such Notes may be redeemed at par prior to maturity.
To view copies of Tender Offers documents please click on the links below
Offer to Purchase
Launch Press Release
Pricing Press Release
Early Results Press Release
Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase
should be directed to the Tender and Information Agent.
The Information and Tender Agent for the Offers is:
D.F. King & Co., Inc.
Email:
mar@dfking.com
48 Wall Street, 22nd Floor
New York, New York 10005
United States of America
Toll free calls: (800) 859-8511
All other calls: (212) 269-5550
By facsimile:
(For Eligible Institutions only):
+1 (212) 709-3328
Confirmation by Telephone: +1 (212) 269-5552
|
Questions or requests for assistance related to the Offer or for additional copies of this Offer to Purchase may be
directed to the Tender and Information Agent at its telephone numbers and address listed above.
You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
Any questions regarding the terms of the Offer should be directed to the Dealer Managers at the addresses and telephone numbers set forth below:
The Dealer Managers are:
Deutsche Bank Securities
60 Wall Street
New York, New York 10005
Attn: Liability Management Group
Collect: (212) 250-2955
Toll free: (866) 627-0391
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Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attn: Liability Management
Collect: (212) 357-1452
Toll-Free: (800) 828-3182
Email: GS-LM-NYC@gs.com
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