As part of the acquisition process of Starwood Hotels, Marriott International said it has commenced offers to exchange all validly tendered (and not validly withdrawn) and accepted notes of the following series issued by Starwood Hotels & Resorts Worldwide.
The company said it filed a Registration Statement on Form S-4 for the issuance of the Marriott Notes with the Securities and Exchange Commission on November 18, 2016, but the Registration Statement has not yet been declared effective.
(1) Consideration per $1,000 principal amount of Starwood Notes validly tendered (and not validly withdrawn) and accepted for exchange, subject to any rounding as described in this announcement.
(2) The term “Marriott Notes” in this column refers, in each case, to the series of Marriott Notes corresponding to the series of Starwood Notes of like tenor and coupon.
(3) Includes the Early Participation Premium (as defined below) payable for Starwood Notes validly tendered and accepted before the Early Participation Date (as defined below) and not validly withdrawn.
As part of the exchange offers, in addition to offering the new Marriott Notes to the holders of the Starwood Notes in exchange for their tendered Starwood Notes, Marriott is also soliciting consents from holders of the Starwood Notes, among other things, to eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Starwood to consolidate, merge or sell all or substantially all of its assets and (4) certain events of default in the Starwood Indentures so they will no longer apply. If the proposed amendments are adopted, any remaining Starwood Notes not tendered and exchanged for Marriott Notes will be governed by amended indentures, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those currently in the indentures or those applicable to the Marriott Notes. Although the proposed amendments would also eliminate the company reporting covenant, Starwood has already ceased reporting under Section 13 or 15(d) of the Exchange Act and, accordingly, current stand-alone information about Starwood is no longer publicly available.
The exchange offers and consent solicitations (together, the “Exchange Offers“) commenced on Friday, November 18, 2016 and expire at 11:59 p.m., New York City time, on Friday, December 16, 2016, unless extended or terminated (the “Expiration Date“).
In exchange for each $1,000 principal amount of Starwood Notes validly tendered and accepted before 5:00 p.m., New York City time, on Friday, December 2, 2016, unless extended (the “Early Participation Date“), and not validly withdrawn, holders of the tendered Starwood Notes will be eligible to receive the “Total Consideration,” which consists of $1,000 principal amount of Marriott Notes and includes the “Early Participation Premium” of $30 principal amount of Marriott Notes, and a cash amount of $1.00.
In exchange for each $1,000 principal amount of Starwood Notes validly tendered and accepted after the Early Participation Date but before the Expiration Date, and not validly withdrawn, holders of the tendered Starwood will receive only the “Exchange Consideration,” which consists of $970 principal amount of Marriott Notes and a cash amount of $1.00.
Each Marriott Note issued in exchange for a Starwood Note will have an interest rate and maturity that is identical to the interest rate and maturity of the tendered Starwood Note, as well as identical interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Starwood Notes in connection with the exchange offers.
However, interest on the applicable Marriott Note will accrue from and including the most recent interest payment date of the corresponding tendered Starwood Note. Subject to the minimum denominations and minimum consideration amounts as described in the Registration Statement, the principal amount of each Marriott Note will be rounded down, if necessary, to $2,000 or the nearest lesser whole multiple of $1,000that is larger than $2,000, as applicable, and we will pay cash equal to the remaining portion, if any, of the exchange price of the Starwood Note.
The Marriott Notes will be unsecured and unsubordinated obligations of Marriott and will rank equally with all other unsecured and unsubordinated indebtedness of Marriott issued from time to time. The Marriott Notes will be structurally subordinated to all existing and future obligations of Marriott’s current and future subsidiaries.