Form 8-K

 

 

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) August 11, 2016

 

 

Marriott Vacations Worldwide Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35219   45-2598330

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

6649 Westwood Blvd., Orlando, FL   32821
(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))

 

 

 

Item 8.01. Other Events.

On August 11, 2016, Marriott Vacations Worldwide Corporation (together with its subsidiaries, the “Company”) completed a securitization of a pool of approximately $259 million of vacation ownership notes receivable (the “Loans”). Approximately $207 million of the Loans were purchased on August 11, 2016 by the MVW Owner Trust 2016-1 (the “2016-1 Trust”), and all or a portion of the remaining Loans may be purchased by the 2016-1 Trust prior to January 16, 2017. In connection with the securitization, investors purchased $250 million in vacation ownership loan backed notes (the “Notes”) from the 2016-1 Trust in a private placement. Two classes of Notes were issued by the 2016-1 Trust: approximately $231 million of Class A Notes and approximately $19 million of Class B Notes. The Class A Notes have an interest rate of 2.25 percent and the Class B Notes have an interest rate of 2.64 percent, for an overall weighted average interest rate of 2.28 percent.

The gross cash proceeds to the Company (before transaction expenses and required reserves) consist of approximately $250 million, and a subordinated residual interest in the 2016-1 Trust through which it expects to realize the remaining value of the Loans over time. Of this amount, $50 million will be held by the 2016-1 Trust until it purchases all or a portion of the remaining Loans or, if not used for such purpose, returned to the investors as a partial repayment of the Notes. In addition, approximately $122 million was used to repay all outstanding amounts previously drawn under Marriott Vacations Worldwide’s $250 million warehouse credit facility, approximately $6 million was used to pay transaction expenses and fund required reserves and the remainder will be used for general corporate purposes. The Company has accounted for the securitization as a secured borrowing and therefore will not recognize a gain or loss in the third quarter of 2016 as a result of this transaction.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A copy of the Company’s August 15, 2016 press release announcing the issuance of the Notes is attached as Exhibit 99.1 to this report.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit 99.1

   Press release dated August 15, 2016.

 

1

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)
Date: August 15, 2016     By:     /s/ John E. Geller, Jr.
    Name:   John E. Geller, Jr.
    Title:   Executive Vice President and Chief Financial Officer

 

2

EXHIBIT INDEX

 

Exhibit

No.

   

Description

99.1    Press release dated August 15, 2016.