UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
Marriott International, Inc. (“Marriott”) issued a press release on May 5, 2020, announcing amendments to its co-brand credit card agreements with JPMorgan Chase & Co. and American Express. A copy of Marriott’s press release is attached as Exhibit 99, which is incorporated by reference.
The information in this Item 7.01, including Exhibit 99, is being furnished and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Marriott is furnishing the following exhibit with this report:
| 99 |
||||
| 104 |
The cover page to this Current Report on Form 8-K, formatted in inline XBRL. |
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: May 5, 2020 |
By: |
/s/ Bao Giang Val Bauduin | ||||
| Bao Giang Val Bauduin | ||||||
| Controller and Chief Accounting Officer | ||||||
Exhibit 99
NEWS
MARRIOTT INTERNATIONAL RAISES $920 MILLION IN CASH THROUGH AMENDMENTS TO CO-BRAND CREDIT CARD AGREEMENTS WITH JPMORGAN CHASE & CO. AND AMERICAN EXPRESS
BETHESDA, MD – May 5, 2020 - Marriott International, Inc. (“Marriott” or “the company”) today announced it has signed amendments to its existing co-brand credit card agreements with JPMorgan Chase & Co. (“Chase”) and American Express. These amendments will provide the company with $920 million of cash, further enhancing its liquidity, with $570 million coming from Chase and $350 million coming from American Express.
The $570 million from Chase includes $500 million of prepayment of certain future revenues and $70 million from the early payment of a previously committed signing bonus under the co-brand credit card agreement. The $350 million from American Express is for the pre-purchase of Marriott Bonvoy points and other consideration. In each case the cash will be recorded by Marriott as deferred revenue and will be available for general corporate purposes.
Both amendments include extensions of the existing co-brand credit card agreements, so they continue to be co-terminus.
The company has also terminated the $1.5 billion 364-day revolving credit facility commitment it announced on April 14, 2020, the capacity of which was substantially reduced as a result of the Series EE senior notes offering the company completed on April 16, 2020.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
All statements in this press release are made as of May 5, 2020. We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements related to the expected receipt and use of proceeds, and similar statements concerning anticipated future events and expectations that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including those we identify below and other risk factors that we identify in our Securities and Exchange Commission (“SEC”) filings, including our most recent Annual Report on Form 10-K and our Current Report on Form 8-K dated April 14, 2020.
Marriott International, Inc. (NASDAQ: MAR) is based in Bethesda, Maryland, USA, and encompasses a portfolio of more than 7,300 properties under 30 leading brands spanning 134 countries and territories. Marriott operates and franchises hotels and licenses vacation ownership resorts all around the world.
The company offers Marriott Bonvoy™, its highly-awarded travel program. For more information, please visit our website at www.marriott.com, and for the latest company news, visit www.marriottnewscenter.com. In addition, connect with us on Facebook and @MarriottIntl on Twitter and Instagram.
Marriott may post updates about COVID-19 and other matters on its investor relations website at www.marriott.com/investor or Marriott’s news center website at www.marriottnewscenter.com. Marriott encourages investors, the media, and others interested in the company to review and subscribe to the information Marriott posts on these websites, which may be material. The contents of these websites are not incorporated by reference into this press release or any report or document Marriott files with the SEC, and any references to the websites are intended to be inactive textual references only.
| CONTACT: | Connie Kim | |
| Media Relations | ||
| (301) 380-4028 | ||
| connie.kim@marriott.com | ||
| Jackie Burka McConagha | ||
| Investor Relations | ||
| (301) 380-5126 | ||
| jackie.burka@marriott.com | ||
| Betsy Dahm | ||
| Investor Relations | ||
| (301) 380-3372 | ||
| betsy.dahm@marriott.com | ||
IRPR#1
2