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) April 2, 2020
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code (407 ) 206-6000
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On April 1, 2020, Marriott Vacations Worldwide Corporation (“MVW,” the “Company,” or “we”) entered into an Omnibus Amendment No. 1 to its December 20, 2019 warehouse facility among MVW, Deutsche Bank AG, Bank of America, N.A., Credit Suisse, AG, Truist Bank, Wells Fargo Bank, N.A., Fifth Third Bank, N.A., HSBC Bank USA, N.A. and MUFG Bank, Ltd. (the “Warehouse Amendment”). The Warehouse Amendment increases MVW’s non-recourse warehouse credit facility by approximately $181 million, to approximately $531 million. The revolving period for the existing $350 million warehouse facility terminates in December 2021, if not renewed. The additional $181 million facility terminates in March 2021, if not renewed. The warehouse facility presently primarily bears interest at LIBOR plus 1.4%, and previously primarily bore interest at LIBOR plus 1.1%. After giving effect to the Warehouse Amendment, the Company has more than $310 million of capacity.
Item 8.01 Other Events
On April 2, 2020, we issued a press release announcing the execution of the Warehouse Amendment. The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are furnished with this report:
Exhibit Number | Description | |
Press release issued on April 2, 2020 | ||
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL (included as Exhibit 101) | |
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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: April 2, 2020 | By: | /s/ John E. Geller, Jr. |
Name: | John E. Geller, Jr. | |
Title: | Executive Vice President and Chief Financial and Administrative Officer | |
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Exhibit 99.1
Neal Goldner
Investor Relations
Marriott Vacations Worldwide Corporation
407.206.6149
Neal.Goldner@mvwc.com
Ed Kinney
Corporate Communications
Marriott Vacations Worldwide Corporation
407.206.6278
Ed.Kinney@mvwc.com
Marriott Vacations Worldwide Increases the Borrowing Capacity of its Warehouse Credit Facility
ORLANDO, Fla. - April 2, 2020 - Marriott Vacations Worldwide (NYSE: VAC) announced today that it has amended its non-recourse warehouse credit facility (the “Warehouse Facility”), expanding its borrowing capacity to $531 million, an increase of $181 million.
"Our ability to amend our warehouse credit facility at attractive terms at this time reflects the strength of our business model and the resiliency of our cash flow," said John E. Geller, Jr., executive vice president and chief financial and administrative officer.
Under the agreement, the termination date for our existing $350 million warehouse facility remains December 2021, if not renewed, with the additional $181 million borrowing capacity terminating on March 31, 2021. The warehouse facility primarily bears interest at LIBOR plus 1.4%. After giving effect to the amendment to the Warehouse Facility, the Company has more than $310 million of capacity.
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About Marriott Vacations Worldwide Corporation
Marriott Vacations Worldwide Corporation 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 a diverse portfolio that includes seven vacation ownership brands. It also includes exchange networks and membership programs, as well as management of other resorts and lodging properties. As a leader and innovator in the vacation industry, the company upholds the highest standards of excellence in serving its customers, investors and associates while maintaining exclusive, long-term relationships with Marriott International, Inc. and Hyatt Hotels Corporation for the development, sales and marketing of vacation ownership products and services. For more information, please visit www.marriottvacationsworldwide.com.
Note on forward-looking statements
This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements about expected cash savings, future liquidity, preservation of financial flexibility and other statements concerning anticipated future events and expectations that are not historical facts. The company cautions you that these statements are not guarantees and are subject to numerous risks and uncertainties, such as: the effects of the COVID-19 outbreak, including reduced demand for vacation ownership and exchange products and services, volatility in the international and national economy and credit markets, worker absenteeism, quarantines or other travel or health-related restrictions; the length and severity of the COVID-19 outbreak; the pace of recovery following the COVID-19 outbreak; competitive conditions; the availability of capital to finance growth, and other matters referred to under the heading “Risk Factors” contained in the company’s most recent Annual Report on
Marriott Vacations Worldwide Increases the Borrowing Capacity of its Warehouse Credit Facility / 2
Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and in subsequent SEC filings, any of which could cause actual results to differ materially from those expressed in or implied in this press release. These statements are made as April 2, 2020 and the company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.