Marriott Vacations Worldwide Announces Pricing of Convertible Senior Notes - Seite 2

Prior to the close of business on the business day immediately preceding September 15, 2027, the Notes will be convertible in multiples of $1,000 principal amount, only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the Maturity Date. 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.

In connection with the pricing of the Notes, the Company has entered into privately negotiated convertible note hedge transactions with certain of the Initial Purchasers and/or their respective affiliates and/or other financial institutions (the “Hedge Counterparties”). These transactions will initially cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the same number of shares of the Company’s common stock that will initially underlie the Notes and are expected generally to reduce the potential dilution to the Company’s common stock and/or offset potential cash payments the Company is required to make in excess of the principal amount of converted Notes, in each case, upon any conversion of the Notes. Concurrently with entry into the convertible note hedge transactions, the Company has also entered into warrant transactions with the Hedge Counterparties relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments. The strike price of the warrant transactions will initially be $286.26 per share, which represents a 100% premium to the last reported sale price of the Company’s common stock on The New York Stock Exchange on December 5, 2022. These warrant transactions could separately have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the applicable strike price of the warrants on one or more of the applicable expiration dates.

If the Initial Purchasers exercise their option to purchase additional Notes, the Company may sell additional warrants and may use a portion of the proceeds from the sale of such additional Notes, together with the proceeds from the sale of additional warrants, to enter into additional convertible note hedge transactions.