Marriott Vacations Worldwide Corporation (NYSE:VAC) Files An 8-K Other Events
On September 1, 2018, Marriott Vacations Worldwide Corporation (“MVW”) completed its previously announced acquisition of ILG, LLC, formerly ILG, Inc. (“ILG”), to the Agreement and Plan of Merger, dated as of April 30, 2018 (the “Merger Agreement”), by and among MVW, ILG, Ignite Holdco, Inc., a Delaware corporation and wholly-owned direct subsidiary of ILG, Ignite Holdco Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Holdco, Volt Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of MVW, and Volt Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of MVW. As a result of the combination transactions the (the “Combination Transactions”), ILG became an indirect, wholly owned subsidiary of MVW.
To partially fund the Combination Transactions, Marriott Ownership Resorts, Inc., MVW’s wholly owned subsidiary (the “Issuer”), issued an aggregate principal amount of $750 million of 6.500% notes due 2026 (the “2026 Notes”) on August 23, 2018. On September 1, 2018, ILG (the “Co-Issuer” and together with the Issuer, the “Issuers”) became a co-issuer of the 2026 Notes, and certain of ILG’s wholly owned domestic subsidiaries that guarantee MVW’s credit facility became guarantors of the 2026 Notes.
Also in connection with the Combination Transactions, on September 4, 2018, MVW settled an exchange offer (the “Exchange Offer”) by the Issuer with respect to the outstanding 5.625% Senior Notes due 2023 (the “Existing IAC Notes”) of Interval Acquisition Corp., a wholly owned subsidiary of ILG, to which the Issuer offered to exchange the Existing IAC Notes held by certain eligible holders for: (i) an aggregate principal amount of $88,165,000 of 5.625% Senior Notes due 2023 (the “2023 Notes”) issued by the Issuers and (ii) cash. The holders of the 2023 Notes and the 2026 Notes have certain registration rights, to which we expect to offer to exchange in registered exchange offers (the “Registered Exchange Offers”) the existing 2023 Notes and 2026 Notes for new notes in a like principal amount, like interest rate and maturity and like denomination of the existing 2023 Notes and 2026 Notes that will not contain the transfer restrictions applicable to the existing 2023 Notes and 2026 Notes.
In connection with the Registered Exchange Offers for the 2023 Notes and the 2026 Notes, the registrant is filing this Current Report on Form 8-K in order to make available the unaudited pro forma financial information of MVW for the year ended December 31, 2018, which gives effect to the Combination Transactions on the basis described therein. The foregoing is filed herewith as Exhibit 99.1.
(d) The following exhibits are being filed herewith:
MARRIOTT VACATIONS WORLDWIDE Corp Exhibit
EX-99.1 2 exhibit991unauditedproform.htm EXHIBIT 99.1 Exhibit Exhibit 99.1UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOMEOn September 1,…
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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.
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