Marriott Vacations Worldwide Announces Offering of Convertible Senior Notes

Marriott Vacations Worldwide Corporation (NYSE: VAC) (the “Company,” “we” or “our”) announced today that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of convertible senior notes due 2027 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also intends to grant to the initial purchasers of the Notes (the “Initial Purchasers”) an option to purchase up to an additional $75 million aggregate principal amount of the Notes for settlement within a 13-day period beginning on, and including, the initial closing date.

The Company expects to use the net proceeds from the Offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to the Company from the warrant transactions described below). The Company expects to use the remainder of the net proceeds from the Offering to (i) redeem all of Marriott Ownership Resorts, Inc.’s outstanding 6.125% Senior Secured Notes due 2025 (the “2025 Secured Notes”) at a redemption price equal to 103.063% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, (ii) repay a portion of the outstanding borrowings under its revolving credit facility, (iii) repurchase up to $55 million in value of its shares of common stock pursuant to its existing share repurchase program concurrently with the pricing of this offering in privately negotiated transactions effected through one or more of the Initial Purchasers and/or their respective affiliates, as agent and (iv) pay fees, premiums and expenses in connection with the foregoing. This press release does not constitute a notice of redemption with respect to the 2025 Secured Notes.

The Notes will be the Company’s senior unsecured obligations and guaranteed on a senior unsecured basis by Marriott Ownership Resorts, Inc. and each of the Company’s subsidiaries that guarantees the Company’s existing corporate credit facility and senior notes. The Company will satisfy any conversion elections by paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The interest rate, the initial conversion rate and the other terms of the Notes will be determined by negotiations between the Company and the Initial Purchasers of the Notes.