Issuer Free Writing Prospectus Filed Pursuant to Rule 433
supplementing the
Preliminary Prospectus Supplement dated September 6, 2022
Registration No. 333-253260
MARRIOTT INTERNATIONAL, INC.
5.000% Series JJ Notes due 2027
PRICING TERM SHEET
Dated: September 6, 2022
| Issuer: | Marriott International, Inc. (the “Company”) | |
| Anticipated Ratings (Moody’s / S&P)*: | Baa3 / BBB | |
| Security: | 5.000% Series JJ Notes due 2027 (the “Series JJ Notes”) | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Maturity Date: | October 15, 2027 | |
| Coupon: | 5.000% | |
| Interest Payment Dates: | April 15 and October 15, commencing on April 15, 2023 | |
| Interest Rate Adjustment: | The interest rate payable on the Series JJ Notes will be subject to adjustment based on certain rating events as described under the caption “Description of the Notes—Terms—Interest Rate Adjustment of the Notes Based on Certain Rating Events” in the Preliminary Prospectus Supplement dated September 6, 2022. | |
| Day Count Convention: | 360-day year consisting of twelve 30-day months | |
| Price to Public: | 99.128% of the principal amount | |
| Benchmark Treasury: | 3.125% due August 31, 2027 | |
| Benchmark Treasury Price / Yield: | 98-17+ / 3.445% | |
| Spread to Benchmark Treasury: | +175 basis points | |
| Yield to Maturity: | 5.195% | |
| Optional Redemption Provisions: | Prior to September 15, 2027 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Series JJ Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, the Company may redeem the Series JJ Notes, in whole or in part, at any time and from time to time, at its option, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date. | |
| Change of Control: | Issuer repurchase offer required following certain changes of control as described in the Preliminary Prospectus Supplement dated September 6, 2022. | |
| Trade Date: | September 6, 2022 | |
| Expected Settlement Date: | September 8, 2022 (T+2) | |
| CUSIP / ISIN: | 571903 BJ1 / US571903BJ14 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC BofA Securities, Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Citigroup Global Markets Inc. U.S. Bancorp Investments, Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc Truist Securities, Inc. | |
| Senior Co-Managers: | Siebert Williams Shank & Co., LLC BNY Mellon Capital Markets, LLC Capital One Securities, Inc. Loop Capital Markets LLC PNC Capital Markets LLC TD Securities (USA) LLC UniCredit Capital Markets LLC Santander Investment Securities Inc. Standard Chartered Bank | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751, BofA Securities, Inc. at 1-800-294-1322, Fifth Third Securities, Inc. at 1-866-531-5353 or Scotia Capital (USA) Inc. at 1-800-372-3930.