Marriott International To Receive $353 Million From Convertible Debt Offering

Marriott International, Inc. (NYSE:MAR) announced today that it has agreed to the sale of zero-coupon convertible senior notes due 2021, known as LYONs. The Company anticipates gross proceeds of approximately $353 million, and will use those proceeds to repay commercial paper borrowings and for other general corporate purposes, including working capital, capital expenditures, acquisitions and stock repurchases. The initial purchaser of the LYONs will also have a 30-day option to purchase additional LYONs to cover over-allotments which would give Marriott International approximately $52 million in additional gross proceeds.

The LYONs will be convertible into approximately 6.4 million shares Marriott International Class A common stock assuming the over-allotment option is exercised. The LYONs will carry a yield to maturity of 0.75 %. Marriott International may not redeem the LYONs prior to May 8, 2004, but may at the option of the holders be required to purchase the LYONs at their accreted value on May 8 of each of 2002, 2004, 2011 and 2016. Marriott may choose to pay the purchase price for redemptions or repurchases in cash and/or common shares. The offering is scheduled to close on May 8, 2001.

This notice does not constitute and offer to sell or the solicitation of an offer to buy securities. The offering is being made only to qualified institutional buyers. The LYONs and the shares of Class A common stock issuable upon conversion have not been registered under the United States or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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