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Marriott Vacations launches senior notes exchange offer via subsidiary

Marriott Vacations Worldwide Corp. said July 26 that it launched a senior notes exchange offer through a subsidiary in connection with its proposed acquisition deal for vacation services provider Interval Leisure Group.

The exchange offer made by Marriott Ownership Resorts Inc. covers the outstanding $350 million aggregate principal amount of 5.625% senior notes due 2023 issued by ILG subsidiary Interval Acquisition Corp. Those notes can be swapped for up to an aggregate principal amount of $350 million of new 5.625% senior notes due 2023 to be issued by Marriott Ownership.

Marriott Ownership is also soliciting consent from holders of the ILG unit's senior notes to amend the indenture governing those notes to eliminate certain covenants, restrictive provisions and events of default.

The early tender deadline for the offer is 5 p.m. ET on Aug. 8. Holders who validly tender the old notes by then are eligible to receive an early tender premium of $50 principal amount of the new notes issued by Marriott Ownership and a total exchange consideration of $1,000 principal amount of the new notes and $10 in cash.

The exchange offer is scheduled to expire at 5 p.m. ET on Aug. 30. Holders who validly tender the old notes between the end of the early tender offer and the expiration date will receive an exchange consideration of $950 principal amount of the new notes and $10 in cash.

The offer is intended to promote a more efficient capital structure and ease administration of Marriott Vacations' consolidated indebtedness. Marriott Ownership's obligation to accept the old notes for exchange and pay the cash consideration for them is subject to the completion of combination transactions pursuant to the proposed deal between Marriott Vacations and ILG, which the two companies aim to complete at the end of August.

In connection with those transactions, Marriott Ownership is expected to issue $750 million of new senior notes, in addition to entering into new senior secured credit facilities comprising a $900 million, seven-year term loan credit facility and a $600 million, five-year revolving credit facility. Proceeds will likely go toward paying cash consideration for the combination transactions, as well as repaying ILG's revolving credit facility.

D.F. King & Co. Inc. is serving as the exchange agent and information agent for the exchange offer and consent solicitation.