Marriott Vacations Worldwide Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 2025 (March 24, 2025)
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Item 1.01 Entry into a Material Definitive Agreement
On March 24, 2025, Marriott Vacations Worldwide Corporation (“MVW”), Marriott Ownership Resorts, Inc. (“MORI”) and certain other of MVW’s subsidiaries entered into an Incremental Facility Amendment and Amendment No. 4 (the “2025 Amendment”) to the Credit Agreement, dated of August 31, 2018, among MVW, MORI, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (the “Credit Agreement”). The 2025 Amendment, among other things, provides for (i) a new $800 million senior secured revolving facility scheduled to mature on March 24, 2030 (the “New Revolving Facility”) that replaced in full the existing $750 million revolving credit facility under the Credit Agreement, which was scheduled to mature on March 31, 2027, and (ii) a new $450 million delayed-draw term loan A facility, which is available solely to finance the redemption or repurchase of MVW's 0.00% Convertible Senior Notes due January 15, 2026 and which is scheduled to mature on December 31, 2027 (the “New Delayed-Draw Term Loan Facility”; together with the New Revolving Facility, the “New Facilities”). Under certain circumstances, amounts funded under the New Delayed-Draw Term Loan Facility will be required to be prepaid using the net proceeds of subsequent debt issuances or term loan borrowings. Borrowings under the New Facilities bear interest at a per annum rate equal to the secured overnight financing rate (“SOFR”) (or in the case of revolving borrowings in other currencies, the applicable interest benchmark for such currency) plus a margin ranging from 1.50% to 2.00%, depending on MVW's first lien leverage ratio (and with a customary ability to borrow U.S. dollar loans bearing interest at a "base rate" instead of SOFR). MORI is required to pay fees on the undrawn amounts of the commitments under the New Facilities from time to time at a rate ranging from 0.20% to 0.25% per annum depending on MVW’s first lien leverage ratio. The 2025 Amendment also includes other updates and modifications to Credit Agreement provision, including an increase in the maximum first lien leverage ratio financial covenant level from 3.00:1.00 to 3.50:1.00 (which maximum, at MVW’s election, is subject to a temporary 0.50:1.00 increase following certain material acquisitions), the addition of a covenant requiring maintenance of a minimum interest coverage ratio of 2.00:1.00, and the modification of certain covenant restrictions to provide increased flexibility to MVW and its subsidiaries.
The foregoing summary of the 2025 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being furnished herewith:
| Exhibit Number | Description | |||||||
Incremental Facility Amendment and Amendment No. 4, dated as of March 24, 2025, by and among Marriott Vacations Worldwide Corporation, Marriott Ownership Resorts, Inc., as borrower, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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.
| MARRIOTT VACATIONS WORLDWIDE CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Dated: | March 27, 2025 | By: | /s/ Jason P. Marino | ||||||||
| Name: | Jason P. Marino | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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