MARRIOTT VACATIONS WORLDWIDE Corp (VAC): debt financing — VAC issues $575M 3.25% convertible notes due 2027, enters hedge and warrant transactions

MARRIOTT VACATIONS WORLDWIDE Corp

Issued $575M aggregate principal amount of 3.25% Convertible Senior Notes due Dec 15, 2027; initial conversion price ~$189.65 per share.
Entered convertible note hedge transactions costing $107.1M to reduce potential dilution upon conversion.
Sold warrants with strike price $286.26 per share for $43.6M; combined with hedge, net cost ~$63.5M.
Notes are senior unsecured, guaranteed by certain subsidiaries; rank equally with existing senior debt.
Holders can convert upon certain stock price conditions or after Sep 15, 2027; company may settle in cash, stock, or combination.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

MARRIOTT VACATIONS WORLDWIDE Corp incurred convertible notes of $575 million aggregate principal amount with the Initial Purchasers at 3.25% per year maturing December 15, 2027.

Instrument: convertible notes
Principal: $575 million aggregate principal amount
Counterparty: the Initial Purchasers
Rate: 3.25% per year
Maturity: December 15, 2027
Event: incurrence

Exact text from the filing

On December 8, 2022, Marriott Vacations Worldwide Corporation (the “Company,” “we” or “our”) sold to certain initial purchasers (the “Initial Purchasers”), and the Initial Purchasers purchased from the Company, $575 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2027 (the “Notes”), pursuant to a purchase agreement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MARRIOTT VACATIONS WORLDWIDE Corp entered into Purchase Agreement with certain initial purchasers valued at $575 million (effective 2022-12-08).

Action: entry
Agreement: underwriting
Counterparty: certain initial purchasers
Value: $575 million
Effective: 2022-12-08

Exact text from the filing

On December 8, 2022, Marriott Vacations Worldwide Corporation (the “Company,” “we” or “our”) sold to certain initial purchasers (the “Initial Purchasers”), and the Initial Purchasers purchased from the Company, $575 million aggregate principal amount of the Company’s 3.25% Convertible Senior Notes due 2027 (the “Notes”), pursuant to a purchase agreement (the “Purchase Agreement”) between the Company and the Initial Purchasers

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MARRIOTT VACATIONS WORLDWIDE Corp entered into Indenture with The Bank of New York Mellon Trust Company, N.A. and the guarantors (effective 2022-12-08).

Action: entry
Agreement: notes offering
Counterparty: The Bank of New York Mellon Trust Company, N.A. and the guarantors
Effective: 2022-12-08

Exact text from the filing

the Company entered into an Indenture, dated as of December 8, 2022 (the “Indenture”), by and among the Company, as issuer, Marriott Ownership Resorts, Inc. and the other guarantors party thereto from time to time (collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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92 debt financings filed in the last 30 days. Browse all debt financings →

MARRIOTT VACATIONS WORLDWIDE Corp filing history →

Source: SEC EDGAR

accession 0001193125-22-301061

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