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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

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, 2024 (April 1, 2024)

_________________________

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-35219

45-2598330

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

7812 Palm Parkway

Orlando,

32836

(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)

_________________________

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	VAC	New York Stock Exchange

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

On April 1, 2024, 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. 3 (the “2024 Amendment”) to the Credit Agreement, dated as 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 2024 Amendment, among other things, provides for a new $800 million term loan facility scheduled to mature on April 1, 2031 (the “New Term Loan”) that refinanced in full the existing term loan under the Credit Agreement, which was due to mature on August 31, 2025. The interest rate applicable to the New Term Loan is the secured overnight financing rate plus 2.25%. The 2024 Amendment also included other updates and modifications to the provisions of the Credit Agreement.

The foregoing summary of the 2024 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 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 1.02 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

10.1						Incremental Facility Amendment and Amendment No. 3, dated as of April 1, 2024, 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:	April 2, 2024	By:	/s/ Jason P. Marino
		Name:	Jason P. Marino
		Title:	Executive Vice President and Chief Financial Officer

Document

Exhibit 10.1

Execution Version

INCREMENTAL FACILITY AMENDMENT AND AMENDMENT NO. 3

THIS INCREMENTAL FACILITY AMENDMENT AND AMENDMENT NO. 3, dated as of April 1, 2024 (this “Agreement”), is made by and among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the “Borrower”), the 2024 Incremental Lenders (as defined below), the Revolving Credit Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, MVWC, the Lenders, and the Administrative Agent have heretofore entered into that certain Credit Agreement, dated as of August 31, 2018 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of December 3, 2019, that certain Incremental Facility Amendment, dated as of March 31, 2022, that certain Amendment No. 2 to the Credit Agreement, dated as of April 27, 2023 and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.14(a), the Borrower has requested Incremental Term Loans in an aggregate amount equal to $800 million on the terms set forth herein (such Loans, the “2024 Incremental Term Loans”);

WHEREAS, the Borrower may incur such Incremental Term Loans by entering into an Incremental Facility Amendment (this Incremental Facility Amendment and Amendment No. 3, the “2024 Incremental Facility Amendment”) with Lenders willing to provide such Incremental Term Loans;

WHEREAS, each Lender of 2019 Refinancing Term Loans under the Existing Credit Agreement (each, a “2019 Refinancing Term Lender”) that executes and delivers a consent substantially in the form of Annex A hereto (a “Consent”) to exchange all (or such lesser amount allocated to it by the Administrative Agent) of its 2019 Refinancing Term Loans outstanding for 2024 Incremental Term Loans (the “Cashless Roll”) upon effectiveness of this Agreement and thereafter become a 2024 Incremental Term Lender (as defined in the Amended Credit Agreement), shall be deemed to have consented to this Agreement;

WHEREAS, each Person that executes this Agreement as an 2024 Additional Incremental Term Lender (as defined in the Amended Credit Agreement) will make 2024 Additional Incremental Term Loans (as defined in the Amended Credit Agreement) in the amount set forth on Annex B hereto on the effective date of this Agreement to the Borrower, the proceeds of which will be used by the Borrower to repay in full the outstanding principal amount of the 2019 Refinancing Term Loans of Lenders that do not elect to the Cashless Roll and general corporate purposes;

WHEREAS, the L/C Commitments of each L/C Issuer as of the Amendment No. 3 Effective Date (as defined in Section 2 of this Agreement) are set forth on Annex C hereto;

WHEREAS, pursuant to Section 2.14(e) of the Existing Credit Agreement, the Existing Credit Agreement may be amended in connection with an Incremental Facility Amendment as necessary or appropriate to effect the provisions of Section 2.14 of the Existing Credit Agreement;

WHEREAS, pursuant to Section 10.01, the Existing Credit Agreement may be amended in writing signed by the Borrower and the Required Lenders;

WHEREAS, immediately after giving effect to the Cashless Roll and the making of 2024 Additional Incremental Term Loans, the Borrower, each Revolving Lender party hereto and each 2024 Incremental Term Lender (collectively constituting the Required Lenders and the Required Revolving Credit Lenders under the Credit Agreement) wish to make certain other modifications to the Existing Credit Agreement (as amended by the 2024 Incremental Facility Amendment); and

WHEREAS, in furtherance thereof, each party hereto hereby consents to the modifications to the Existing Credit Agreement as set forth in Section 1 below;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby covenant and agree as follows:

Section 1. Amendments to Existing Credit Agreement. The Existing Credit Agreement is, as of the Amendment No. 3 Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 2 of this Agreement, hereby amended to: (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in the Credit Agreement attached as Annex D hereto.

Section 2. Conditions to Effectiveness. This Agreement shall become effective on the first date (the “Amendment No. 3 Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:

(a) (i) this Agreement shall have been executed and delivered by the Borrower, MVWC, the Administrative Agent, each 2024 Incremental Term Lender and each Revolving Credit Lender party hereto (constituting the Required Revolving Credit Lenders) and (ii) the Consent shall have been executed and delivered by each 2019 Refinancing Term Lender consenting to the Cashless Roll;

(b) the Administrative Agent and the Lenders shall have received at least three (3) Business Days prior to the Amendment No. 3 Effective Date (or such later date as the Administrative Agent reasonably agrees) all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten (10) Business Days prior to the Amendment No. 3 Effective Date by the Administrative Agent, or the Lenders through the Administrative Agent, that they reasonably determine is required by regulatory

authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(c) the Administrative Agent shall have received (i) a certificate of MVWC and the Borrower dated as of the Amendment No. 3 Effective Date, which shall (A) certify the resolutions of the board of directors, members or other body, as applicable, authorizing the execution, delivery and performance by MVWC and the Borrower of this Agreement, (B) identify by name and title and bear the signatures of the officers of MVWC and the Borrower authorized to sign this Agreement (or certify that the signatures of such officers previously delivered to the Administrative Agent remain true and correct) and (C) contain appropriate attachments, including the Organization Documents of MVWC and the Borrower certified, if applicable, by the relevant authority of the jurisdiction of organization of such Person (or certify that the Organization Documents of such Person previously delivered to the Administrative Agent remain true and correct) and (ii) a good standing certificate (if relevant) as of a recent date for MVWC and the Borrower from its jurisdiction of organization;

(d) (i) the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that (A) references to the “Closing Date” and the “Transactions” in Section 5.15 of the Existing Credit Agreement shall be deemed to mean the “Amendment No. 3 Effective Date” and the transactions contemplated by this Agreement, respectively and (B) the representation and warranty in Section 5.13 of the Credit Agreement shall apply to the written information furnished by or on behalf of a Loan Party to any Agent, Incremental Facility Lead Arranger (as defined below) or Lender in connection with the transactions contemplated by this Agreement, and (ii) no Default shall exist or would result from the effectiveness of this Agreement and the consummation of the transactions contemplated by this Agreement;

(e) (i) the Administrative Agent shall have received, on behalf of the applicable Persons, all reasonable fees and other amounts due and payable to JPMorgan Chase Bank N.A., BofA Securities, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (together, the “Incremental Facility Lead Arrangers”), the 2024 Incremental Co-Managers and the 2024 Incremental Term Lenders on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 3 Effective Date, reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower in connection with this Agreement and (ii) prior to or substantially concurrently with effectiveness of this Agreement, the Borrower shall have (x) paid to the Administrative Agent in full all accrued and unpaid interest, fees and other amounts then due and payable in respect of the 2019 Refinancing Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date (including, without limitation, payment of

principal and all other amounts then owed to each Term Lender under the Existing Credit Agreement that is not a 2024 Incremental Term Lender);

(f) the Administrative Agent shall have received a written legal opinion from Gibson, Dunn & Crutcher LLP, counsel to MVWC and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Collateral Agent and the Lenders;

(g) the Administrative Agent shall have received a Committed Loan Notice as required pursuant to Section 2.02 of the Existing Credit Agreement for the 2024 Additional Incremental Term Loans;

(h) the Administrative Agent shall have received a certificate dated as of the Amendment No. 3 Effective Date and executed by a Responsible Officer of the Borrower as to the matters set forth in Section 2(d) above.

A Benchmark Transition Event has occurred with respect to Canadian Dollars and pursuant to Section 3.09(b) of the Credit Agreement, the Administrative Agent and the Borrower have determined in accordance with the Credit Agreement that CDOR should be replaced with CORRA (including related Benchmark Replacement Conforming Changes, the “CORRA Transition”) as the applicable Benchmark Replacement (implemented as of the Benchmark Replacement Date) for all purposes under the Credit Agreement and any Loan Document and, notwithstanding anything to the contrary above, such changes shall become effective at and after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders, which for the avoidance of doubt shall be on April 8, 2024. The Credit Agreement is hereby amended and modified to give effect to the provisions set forth on Exhibit D with respect to the CORRA Transition on and as of the occurrence of the Benchmark Replacement Date, which is currently expected to be June 28, 2024.

Section 3. Representations and Warranties. On and as of the Amendment No. 3 Effective Date, after giving effect to this Agreement, MVWC, the Borrower and each Subsidiary Guarantor hereby represent and warrant to the Administrative Agent and each Lender that (i) this Agreement has been duly authorized by all necessary corporate or other organizational action and (ii) Annex E hereto sets forth (x) the exact legal name of each Subsidiary Guarantor, as such name appears in its respective certificate of formation or similar formative document and (y) the jurisdiction of formation of each Subsidiary Guarantor. This Agreement has been duly executed and delivered by MVWC, the Borrower and each Subsidiary Guarantor and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 4. Acknowledgment and Confirmation. MVWC, the Borrower and each Subsidiary Guarantor hereby confirm and agree with respect to each Loan Document to which such Loan Party is party to, that (i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Agreement and (ii) all of the Liens and security interests created and arising

under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Agreement, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and related guarantees.

Section 5. Expenses. Each of the Loan Parties hereby reconfirms its respective obligations pursuant to Section 10.04 of the Credit Agreement to pay all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Incremental Facility Lead Arrangers in connection with this Agreement.

Section 6. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 10.01 of the Credit Agreement.

Section 7. Entire Agreement. This Agreement, the Credit Agreement, as amended hereby, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof and thereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document and an Incremental Facility. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Amendment No. 3 Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith. This Agreement is a “Loan Document” and an “Incremental Facility Amendment” in respect of Refinancing Term Loans, in each case as defined and described in the Credit Agreement, and the terms and provisions of the Credit Agreement relating to Loan Documents and Incremental Facility Amendments shall apply hereto.

Section 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.14 AND 10.15 OF THE EXISTING CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.

Section 9. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, to the fullest extent permitted by applicable law, shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and

of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions

Section 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.


MARRIOTT VACATIONS WORLDWIDE CORPORATION
By:			/s/ Joseph J. Bramuchi
Name: Joseph J. Bramuchi
Title: Vice President and Treasurer


MARRIOTT OWNERSHIP RESORTS, INC., as the Borrower
By:			/s/ Joseph J. Bramuchi
Name: Joseph J. Bramuchi
Title: Vice President and Treasurer