ILG, Inc. (Nasdaq: ILG) announced today that it has completed a
term securitization transaction involving the issuance of $287
million of asset-backed notes. VSE 2018-A VOI Mortgage LLC, an
indirect wholly-owned subsidiary of Vistana Signature Experiences,
Inc. (“Vistana”) issued these notes in three tranches: $209
million of Class A notes with an interest rate of 3.56%; $49
million of Class B notes with an interest rate of 3.72%; and $29
million of Class C notes with an interest rate of 4.02%. The notes
are backed by vacation ownership loans and had an overall weighted
average coupon of 3.63%. The advance rate for this transaction was
approximately 98%.
Of the $287 million in proceeds from the
transaction, $25 million was used to redeem the outstanding
balance on Vistana’s 2012 securitization, and $71 million will be
held in escrow to purchase additional vacation ownership loans, or,
if not used for said purpose, returned to the investors. The
remainder will be used to pay transaction expenses, fund required
reserves, pay down a portion of the borrowings outstanding under
ILG’s $600 million revolving credit facility and for general
corporate purposes.
The transaction was completed in reliance upon Rule 144A and
Regulation S as a placement of securities not registered under the
Securities Act of 1933, as amended, or any state securities
law. All of such securities having been sold, this
announcement of their sale appears as a matter of record only.
About ILG
ILG (Nasdaq: ILG) is a leading provider of professionally
delivered vacation experiences and the exclusive global licensee
for the Hyatt®, Sheraton®, and Westin® brands in vacation
ownership. The company offers its owners, members, and guests
access to an array of benefits and services, as well as world-class
destinations through its international portfolio of resorts and
clubs. ILG’s operating businesses include Aqua-Aston Hospitality,
Hyatt Vacation Ownership, Interval International, Trading Places
International, Vacation Resorts International, VRI Europe, and
Vistana Signature Experiences. Through its subsidiaries, ILG
independently owns and manages the Hyatt Residence
Club program and uses the Hyatt Vacation Ownership name and
other Hyatt marks under license from affiliates of Hyatt
Hotels Corporation. In addition, ILG’s Vistana Signature
Experiences, Inc. is the exclusive provider of vacation ownership
for the Westin and Sheraton brands and uses related trademarks
under license from Starwood Hotels & Resorts Worldwide, LLC.
Headquartered in Miami, Florida, ILG has offices in 15 countries
and more than 10,000 associates. For more information, visit
www.ilg.com.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
STATEMENTS
Information included or incorporated by reference in this
communication, and information which may be contained in other
filings with the Securities and Exchange Commission (the “SEC”) and
press releases or other public statements, contains or may contain
“forward-looking” statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995 or by the SEC in
its rules, regulations and releases. These forward-looking
statements include, among other things, statements of plans,
objectives, expectations (financial or otherwise) or
intentions.
Forward-looking statements are any statements other than
statements of historical fact, including statements regarding ILG,
Inc.’s (the “Company”) and Marriott Vacations Worldwide
Corporation’s (“MVW”) expectations, beliefs, hopes, intentions or
strategies regarding the future. Among other things, these
forward-looking statements may include statements regarding the
proposed combination of the Company and MVW; our beliefs relating
to value creation as a result of a potential combination of the
Company and MVW; the expected timetable for completing the
transactions; benefits and synergies of the transactions; future
opportunities for the combined company; and any other statements
regarding the Company’s and MVW’s future beliefs, expectations,
plans, intentions, financial condition or performance. In some
cases, forward-looking statements can be identified by the use of
words such as “may,” “will,” “expects,” “should,” “believes,”
“plans,” “anticipates,” “estimates,” “predicts,” “potential,”
“continue,” or other words of similar meaning.
Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, general economic conditions, our financial and
business prospects, our capital requirements, our financing
prospects, our relationships with associates and labor unions, our
ability to consummate potential acquisitions or dispositions, our
relationships with the holders of licensed marks, and those
additional factors disclosed as risks in other reports filed by us
with the Securities and Exchange Commission, including those
described in Part I of the Company’s most recently filed Annual
Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K as
well as in MVW’s most recently filed Annual Report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K and in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 filed by MVW with the SEC, and any amendments thereto.
Other risks and uncertainties include the timing and likelihood
of completion of the proposed transactions between the Company and
MVW; the possibility that the Company’s stockholders may not
approve the proposed transactions; the possibility that MVW’s
stockholders may not approve the issuance of the MVW shares to be
issued in connection with the proposed transactions; the
possibility that the expected synergies and value creation from the
proposed transactions will not be realized or will not be realized
within the expected time period; the risk that the businesses of
the Company and MVW will not be integrated successfully; the
potential impact of disruption from the proposed transactions
making it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
ability to retain key personnel; the availability of financing; the
possibility that the proposed transactions do not close; as well as
more specific risks and uncertainties. You should carefully
consider these and other relevant factors, including those risk
factors in this communication and other risks and uncertainties
that affect the businesses of the Company and MVW described in
their respective filings with the SEC, when reviewing any
forward-looking statement. These factors are noted for investors as
permitted under the Private Securities Litigation Reform Act of
1995. We caution readers that any such statements are based on
currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management’s opinion only
as of the date on which they were made. Except as required by law,
we disclaim any obligation to review or update these
forward-looking statements to reflect events or circumstances as
they occur.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is not
intended to and does not constitute an offer to buy, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The proposed transactions involving the Company and MVW will be
submitted to the Company’s stockholders and MVW’s stockholders for
their consideration. In connection with the proposed transaction,
on July 19, 2018, MVW filed with the Securities and Exchange
Commission (the “SEC”) an amendment to the registration statement
on Form S-4 that included a joint proxy statement/prospectus for
the stockholders of the Company and MVW and was filed with the SEC
on June 6, 2018. The registration statement was declared effective
by the SEC on July 23, 2018. The Company and MVW mailed the
definitive joint proxy statement/prospectus to their respective
stockholders on or about July 25, 2018 and each of the Company and
MVW intend to hold the special meeting of the stockholders of the
Company and MVW on August 28, 2018. This communication is not
intended to be, and is not, a substitute for such filings or for
any other document that the Company or MVW may file with the SEC in
connection with the proposed transaction. SECURITY HOLDERS ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY
STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The registration statement, the
joint proxy statement/prospectus and other relevant materials and
any other documents filed or furnished by the Company or MVW with
the SEC may be obtained free of charge at the SEC’s web site at
www.sec.gov. In addition, security holders will be able to obtain
free copies of the registration statement and the joint proxy
statement/prospectus from the Company by going to its investor
relations page on its corporate web site at www.ilg.com and from
MVW by going to its investor relations page on its corporate web
site at www.marriottvacationsworldwide.com.
PARTICIPANTS IN THE SOLICITATION
The Company, MVW, their respective directors and certain of
their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about the Company’s directors
and executive officers is set forth in its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on March 1, 2018 and in its definitive proxy statement filed
with the SEC on May 7, 2018, and information about MVW’s directors
and executive officers is set forth in its Annual Report on Form
10-K for the year ended December 31, 2017, which was filed with the
SEC on February 27, 2018, and in its definitive proxy statement
filed with the SEC on April 3, 2018. These documents are available
free of charge from the sources indicated above, and from the
Company by going to its investor relations page on its corporate
web site at www.ilg.com and from MVW by going to its investor
relations page on its corporate web site at
www.marriottvacationsworldwide.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transactions is presented
in the definitive joint proxy statement/prospectus included in the
registration statement on Form S-4 filed by MVW with the SEC, and
may be included in other relevant materials that the Company and
MVW file with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20180821005644/en/
ILGInvestor ContactLily Arteaga,
305-925-7302Investor RelationsLily.Arteaga@ilg.comorMedia
ContactChristine Boesch, 305-925-7267Corporate
CommunicationsChris.Boesch@ilg.com
ILG, Inc. (NASDAQ:ILG)
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ILG, Inc. (NASDAQ:ILG)
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から 11 2023 まで 11 2024
