Issuer Free Writing Prospectus Filed Pursuant to Rule 433
supplementing the
Preliminary Prospectus Supplement dated September 13, 2023
Registration No. 333-253260
MARRIOTT INTERNATIONAL, INC.
$450,000,000 5.450% Series LL Notes due 2026
$700,000,000 5.550% Series MM Notes due 2028
PRICING TERM SHEET
Dated: September 13, 2023
5.450% Series LL Notes due 2026
| Issuer: |
Marriott International, Inc. (the “Company”) | |
|
Anticipated Ratings (Moody’s / S&P)*: |
Baa2 / BBB | |
| Security: |
5.450% Series LL Notes due 2026 (the “Series LL Notes”) | |
| Aggregate Principal Amount: |
$450,000,000 | |
| Maturity Date: |
September 15, 2026 | |
| Coupon: |
5.450% | |
| Interest Payment Dates: |
March 15 and September 15, commencing on March 15, 2024 | |
| Day Count Convention: |
360-day year consisting of twelve 30-day months | |
| Price to Public: |
99.349% of the principal amount | |
| Benchmark Treasury: |
4.375% due August 15, 2026 | |
| Benchmark Treasury Price / Yield: |
99-04 3⁄4 / 4.689% | |
| Spread to Benchmark Treasury: |
+100 basis points | |
| Yield to Maturity: |
5.689% | |
| Optional Redemption Provisions: | Prior to August 15, 2026 (one month prior to their maturity date) (the “Series LL Par Call Date”), the Company may redeem the Series LL 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 on the Series LL Notes discounted to the redemption date (assuming the Series LL Notes matured on the Series LL Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series LL Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series LL Notes to the redemption date. | |
|
On or after the Series LL Par Call Date, the Company may redeem the Series LL 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 Series LL Notes being redeemed plus accrued and unpaid interest on the Series LL Notes 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 13, 2023. | |
| Trade Date: | September 13, 2023 | |
| Expected Settlement Date: | September 15, 2023 (T+2) | |
| CUSIP / ISIN: | 571903 BM4 / US571903BM43 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | BofA Securities, Inc. Goldman Sachs & Co. LLC PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. | |
| Senior Co-Managers: | HSBC Securities (USA) Inc. ICBC Standard Bank Plc Siebert Williams Shank & Co., LLC TD Securities (USA) LLC Loop Capital Markets LLC Capital One Securities, Inc. BNY Mellon Capital Markets, LLC UniCredit Capital Markets LLC NatWest Markets Securities Inc. Standard Chartered Bank | |
5.550% Series MM Notes due 2028
| Issuer: |
Marriott International, Inc. (the “Company”) | |
|
Anticipated Ratings (Moody’s / S&P)*: |
Baa2 / BBB | |
| Security: |
5.550% Series MM Notes due 2028 (the “Series MM Notes”) | |
| Aggregate Principal Amount: |
$700,000,000 | |
| Maturity Date: |
October 15, 2028 | |
| Coupon: |
5.550% | |
| Interest Payment Dates: |
April 15 and October 15, commencing on April 15, 2024 | |
| Day Count Convention: |
360-day year consisting of twelve 30-day months | |
| Price to Public: |
99.434% of the principal amount | |
| Benchmark Treasury: |
4.375% due August 31, 2028 | |
| Benchmark Treasury Price / Yield: |
99-31+ / 4.378% | |
| Spread to Benchmark Treasury: |
+130 basis points | |
| Yield to Maturity: |
5.678% | |
| Optional Redemption Provisions: | Prior to September 15, 2028 (one month prior to their maturity date) (the “Series MM Par Call Date”), the Company may redeem the Series MM 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 on the Series MM Notes discounted to the redemption date (assuming the Series MM Notes matured on the Series MM Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Series MM Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Series MM Notes to the redemption date. | |
|
On or after the Series MM Par Call Date, the Company may redeem the Series MM 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 Series MM Notes being redeemed plus accrued and unpaid interest on the Series MM Notes 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 13, 2023. | |
| Trade Date: | September 13, 2023 | |
| Expected Settlement Date: | September 15, 2023 (T+2) | |
| CUSIP / ISIN: | 571903 BN2 / US571903BN26 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Joint Book-Running Managers: | BofA Securities, Inc. Goldman Sachs & Co. LLC PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Citigroup Global Markets Inc. Fifth Third Securities, Inc. Scotia Capital (USA) Inc. Truist Securities, Inc. | |
| Senior Co-Managers: | HSBC Securities (USA) Inc. ICBC Standard Bank Plc Siebert Williams Shank & Co., LLC TD Securities (USA) LLC Loop Capital Markets LLC Capital One Securities, Inc. BNY Mellon Capital Markets, LLC UniCredit Capital Markets LLC NatWest Markets 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 BofA Securities, Inc. at 1-800-294-1322, Goldman Sachs & Co. LLC at 1-866-471-2526, PNC Capital Markets LLC at 1- 855-881-0697 or U.S. Bancorp Investments, Inc. at 1-877-558-2607.