SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 8.01. Other Events.
On March 3, 2021, Marriott International, Inc. (“we”) entered into a Terms Agreement with Wells Fargo Securities, LLC, Fifth Third Securities, Inc., J.P. Morgan Securities LLC and the other Underwriters listed on Schedule I thereto (the “Terms Agreement,” which incorporates by reference the Underwriting Agreement General Terms and Provisions, dated March 3, 2021 (the “Underwriting Agreement”)) to issue $1.1 billion aggregate principal amount of our 2.850% Series HH Notes due 2031 (the “Notes”). On March 5, 2021, we received net proceeds of approximately $1,089 million from the offering of the Notes, after deducting the underwriting discount and estimated expenses of the offering. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of outstanding indebtedness, which may include amounts drawn under our Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain banks, dated as of June 28, 2019, as amended.
We will pay interest on the Notes on April 15 and October 15 of each year, commencing on October 15, 2021. The Notes will mature on April 15, 2031. We may redeem the Notes, in whole or in part, at our option, under the terms provided in the Form of Note.
We issued the Notes under an indenture dated as of November 16, 1998 with The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee (the “Indenture”) (which we previously filed as Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended January 1, 1999).
In connection with the public offering of the Notes, we filed a Prospectus dated February 18, 2021 and a Prospectus Supplement dated March 3, 2021 with the Securities and Exchange Commission, each of which forms a part of our Registration Statement on Form S-3 (Registration No. 333-253260) (the “Registration Statement”). We are filing the Underwriting Agreement, the Terms Agreement, the Indenture Officers’ Certificate pursuant to Section 301 of the Indenture, the Form of Note, and a legal opinion of our counsel, Gibson, Dunn & Crutcher LLP, on the Notes as exhibits to this report for the purpose of incorporating them as exhibits to the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
|1.2||Terms Agreement, dated March 3, 2021, among Marriott International, Inc. and the Underwriters named therein.|
|4.1||Form of Note for the 2.850% Series HH Notes due 2031.|
|4.2||Indenture Officers’ Certificate (with respect to the 2.850% Series HH Notes due 2031) pursuant to Section 301 of the Indenture, dated March 5, 2021.|
|5.1||Opinion of Gibson, Dunn & Crutcher LLP, dated March 5, 2021.|
|23.1||Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).|
|104||The cover page to this Current Report on Form 8-K, formatted in inline XBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 5, 2021||MARRIOTT INTERNATIONAL, INC.|
|Controller and Chief Accounting Officer|