UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 13, 2023, Marriott International, Inc. (“we”) entered into a Terms Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, PNC Capital Markets LLC, U.S. Bancorp Investments, Inc. and the other Underwriters listed on Schedule I thereto (the “Terms Agreement,” which incorporates by reference the Underwriting Agreement General Terms and Provisions, dated March 3, 2021 (which we previously filed on March 5, 2021 as Exhibit 1.1 to our Current Report on Form 8-K)) to issue $450,000,000 aggregate principal amount of our 5.450% Series LL Notes due 2026 (the “Series LL Notes”) and $700,000,000 aggregate principal amount of our 5.550% Series MM Notes due 2028 (the “Series MM Notes” and, together with the Series LL Notes, the “Notes”). On September 15, 2023, we received net proceeds of approximately $1.135 billion 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 for general corporate purposes, which may include working capital, capital expenditures, acquisitions, stock repurchases or repayment of outstanding indebtedness.
We will pay interest on the Series LL Notes on March 15 and September 15 of each year, commencing on March 15, 2024, and we will pay interest on the Series MM Notes on April 15 and October 15 of each year, commencing on April 15, 2024. The Series LL Notes will mature on September 15, 2026, and the Series MM Notes will mature on October 15, 2028. We may redeem the Notes, in whole or in part, at our option, under the terms provided in the applicable Form of Note.
We issued the Notes under an indenture dated as of November 16, 1998 with The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The 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 ended January 1, 1999).
In connection with the public offering of the Notes, we filed a Prospectus dated February 18, 2021 and a Prospectus Supplement dated September 13, 2023 with the Securities 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 Forms of Notes, 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:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 15, 2023 | MARRIOTT INTERNATIONAL, INC. | |||||
| By: | /s/ Felitia Lee | |||||
| Felitia Lee | ||||||
| Controller and Chief Accounting Officer | ||||||