Marriott Vacations Worldwide Corporation (NYSE:VAC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On March 14, 2018, Marriott Vacations Worldwide Corporation (the “Company”) and certain of its subsidiaries entered into Omnibus Amendment No. 7 (the “Amendment”) to certain of the agreements associated with the $250 million warehouse credit facility that the Company and certain of its subsidiaries amended and restated in September 2014 (as amended by the Amendment, the “Warehouse Credit Facility”), including, among others: (1) the Third Amended and Restated Indenture and Servicing Agreement, dated as of September 1, 2014 (as subsequently amended, the “Indenture”), by and among Marriott Vacations Worldwide Owner Trust 2011-1 (the “Trust”), Marriott Ownership Resorts, Inc. (“MORI”), and Wells Fargo Bank, National Association (“Wells Fargo”); and (2) the Second Amended and Restated Sale Agreement, dated as of September1, 2014 (as subsequently amended, the “Sale Agreement”), by and between MORI SPC Series Corp. and the Trust; and (3)the Third Amended and Restated Standard Definitions attached or incorporated into certain of the agreements associated with the Warehouse Credit Facility (as subsequently amended, the “Standard Definitions”).
The Warehouse Credit Facility allows for the securitization of vacation ownership notes receivable on a non-recourse basis. From time to time, MORI SPC Series Corp., a subsidiary of the Company, will sell to the Trust vacation ownership notes receivable that it purchases from MORI. to the Indenture, the Trust will pledge such vacation ownership notes receivable to the Trustee to secure notes issued by the Trust. The advance rate for vacation ownership notes receivable securitized using the Warehouse Credit Facility varies based on the characteristics of the securitized vacation ownership notes receivable. As a result of the Amendment, the revolving period for the Warehouse Credit Facility has been extended to March 13, 2020. In addition, among other things, the Amendment reduced certain fees payable by the Company with respect to amounts available under the Warehouse Credit Facility and added a reserve option that provides the Company with flexibility in complying with hedging requirements applicable to it under the Warehouse Credit Facility.
Wells Fargo also serves as the trustee and, in some cases, the back-up servicer with respect to certain other transactions involving the securitization of vacation ownership notes receivable undertaken by the Company’s subsidiaries. In addition, from time to time, the financial institutions that provide funding to the Company to the Warehouse Credit Facility or their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its affiliates for which they have received, and will receive, customary fees and expenses. In particular, these financial institutions or their affiliates are party to the Company’s revolving corporate credit facility and may also have participated in transactions involving the securitization of vacation ownership notes receivable undertaken by the Company’s subsidiaries.
Item 1.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
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Exhibit Number |
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Omnibus Amendment No. 7, dated March 14, 2018, relating to, among other agreements, the Third Amended and Restated Indenture, by and among Marriott Vacations Worldwide Owner Trust 2011-1, Marriott Ownership Resorts, Inc., Wells Fargo Bank, National Association, MORI SPC Series Corp., Marriott Vacations Worldwide Corporation, the Purchasers signatory thereto, Deutsche Bank AG, New York Branch, Wilmington Trust, National Association, and MVCO Series LLC. |
MARRIOTT VACATIONS WORLDWIDE Corp ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1Execution CopyOMNIBUS AMENDMENT No. 7THIS OMNIBUS AMENDMENT NO. 7,…To view the full exhibit click here
About Marriott Vacations Worldwide Corporation (NYSE:VAC)
Marriott Vacations Worldwide Corporation is a developer, marketer, seller and manager of vacation ownership and related products under the Marriott Vacation Club and Grand Residences by Marriott brands. The Company is a developer, marketer and seller of vacation ownership and related products under The Ritz-Carlton Destination Club brand. The Company develops, markets and sells whole ownership residential products under The Ritz-Carlton Residences brand. The Company operates through three segments: North America, Europe and Asia Pacific. The Company’s portfolio consists of approximately 60 properties in the United States and over eight other countries and territories. The Company’s brands include The Marriott Vacation Club, Grand Residences by Marriott, The Ritz-Carlton Destination Club and The Ritz-Carlton Residences. The Company also offers purchase money financing for purchasers of its vacation ownership products.
