UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2010
MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-13881 | 52-2055918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 10400 Fernwood Road, Bethesda, Maryland | 20817 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (301) 380-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | Other Events. |
On November 12, 2010, Marriott International, Inc. (together with its subsidiaries, the “Company”) securitized a pool of approximately $229 million in timeshare mortgage loans (the “Mortgage Loans”) to Marriott Vacation Club Owner Trust 2010-1 (the “2010-1 Trust”). Simultaneous with the securitization of the timeshare mortgage loans to the 2010-1 Trust, investors purchased approximately $218 million in Timeshare Loan Backed Notes (the “Notes”) from the 2010-1 Trust in a private placement. Two classes of Notes were issued by the 2010-1 Trust (Class A Notes and Class B Notes). The Class A Notes totaled approximately $195 million with an interest rate of 3.54%. The Class B Notes totaled approximately $23 million with an interest rate of 4.52%.
As consideration for the securitization of the Mortgage Loans, the Company received initial cash proceeds of approximately $218 million and a subordinated residual interest in the 2010-1 Trust, through which it expects to realize the remaining value of the Mortgage Loans over time. Under current accounting rules, the note securitization is accounted for as a secured borrowing and therefore, the Company will not recognize a gain or loss in the fourth quarter of 2010 as a result of this transaction.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A copy of the Company’s November 12, 2010 press release announcing the issuance of the Notes is attached as Exhibit 99 to this report.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed with this report:
Exhibit 99 - Press release issued on November 12, 2010.
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SIGNATURE
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.
| MARRIOTT INTERNATIONAL, INC. | ||||
| Date: November 12, 2010 | By: | /s/ Carl T. Berquist | ||
| Carl T. Berquist | ||||
| Executive Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release dated November 12, 2010. | |
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Exhibit 99
NEWS
| CONTACT: | Tom Marder (301) 380-2553 thomas.marder@marriott.com |
MARRIOTT COMPLETES SECURITIZATION OF TIMESHARE LOANS
Bethesda, Md. – November 12, 2010 – Marriott International, Inc. (NYSE:MAR) today announced the completion of a private placement of Timeshare Loan Backed Notes by Marriott Vacation Club Owner Trust 2010-1. The notes were sold without recourse to Marriott or its affiliates.
The notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended, and is not an offer to sell or the solicitation of an offer to buy any of the notes.
MARRIOTT INTERNATIONAL, INC. (NYSE:MAR) is a leading lodging company with more than 3,500 lodging properties in 70 countries and territories. Marriott International operates and franchises hotels under the Marriott, JW Marriott, The Ritz-Carlton, Autograph Collection, Renaissance, Residence Inn, Courtyard, TownePlace Suites, Fairfield Inn, SpringHill Suites and Bulgari brand names; develops and operates vacation ownership resorts under the Marriott Vacation Club, The Ritz-Carlton Destination Club, and Grand Residences by Marriott brands; licenses and manages whole-ownership residential brands, including The Ritz-Carlton Residences, JW Marriott Residences and Marriott Residences; operates Marriott Executive Apartments; provides furnished corporate housing through its Marriott ExecuStay division; and operates conference centers. The company is headquartered in Bethesda, Maryland, USA, and had approximately 137,000 employees at 2009 year-end. It is ranked as the lodging industry’s most admired company and one of the best companies to work for by FORTUNE, and by Newsweek as one of the greenest big companies in America. In fiscal year 2009, Marriott International reported sales from continuing operations of nearly $11 billion. For more information or reservations, please visit our web site at www.marriott.com, and for the latest company news, visit www.marriottnewscenter.com.
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