The Firm recently represented the initial purchasers, led by J.P. Morgan Securities LLC and BofA Securities, Inc., in the Rule 144A offering of $575 million aggregate principal amount of 0% Convertible Senior Notes due 2026 by Marriott Vacations Worldwide Corporation (“Marriott Vacations”), which includes the full exercise of the initial purchasers’ overallotment option. The net proceeds were used to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to Marriott Vacations from the warrant transactions), finance and consummate the acquisition of Welk Resorts, repay certain outstanding Welk Resorts debt, repay a portion of Marriott Vacations’ term loan and for general corporate purposes.
In addition, the Firm represented affiliates of the initial purchasers in connection with convertible note hedge transactions and warrant transactions relating to shares of common stock of Marriott Vacations, entered into concurrently with such notes offering.
Marriott Vacations is a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, along with related businesses, products and services. The company has more than 100 resorts and over 660,000 owners and members in a diverse portfolio that includes seven vacation ownership brands. It also includes exchange networks and membership programs comprised of nearly 3,200 resorts in over 80 nations and nearly two million members, as well as management of more than 170 other resorts and lodging properties.
The Simpson Thacher team included Roxane Reardon, John C. Ericson and Ashley Yoon (Capital Markets); Jonathan Lindabury, Caitlin Wood and Nathan Utterback (Derivatives); Jonathan Cantor and Edward Grais (Tax); Genevieve Dorment and Loren Shokes (Intellectual Property); Larry Moss and Jake Phillips (Executive Compensation and Employee Benefits); and Jennie Getsin (Blue Sky).