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): March 27, 2015

INTERVAL LEISURE GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-34062	26-2590997
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6262 Sunset Drive Miami, Florida	33143
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 666-1861

(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 March 27, 2015, Interval Acquisition Corp. (the “Issuer”), a wholly-owned subsidiary of Interval Leisure Group, Inc., issued a press release announcing its intention to offer $300 million aggregate principal amount of senior notes due 2023 in a private offering (the “Notes”).

The Issuer estimates that the net proceeds from this offering will be approximately $294 million, after deducting transaction fees and estimated offering expenses payable by us. The Issuer intends to use the net proceeds from this offering to repay indebtedness outstanding under its senior secured revolving credit facility.

The Notes and related guarantees will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, registration requirements. The Issuer has agreed to file a registration statement with the Securities and Exchange Commission pursuant to which the Issuer will either offer to exchange the Notes for substantially similar registered notes or register the resale of the Notes.

A copy of the press release is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits to this Form 8-K

Exhibit No.	Description
99.1	Press Release dated March 27, 2015

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.

	Interval Leisure Group, Inc.
Date:  March 27, 2015
	By:	/s/  Victoria  J. Kincke
	Name:	Victoria J. Kincke
	Title:	Senior Vice President and General Counsel

Exhibits Index

Exhibit No.	Description
99.1	Press Release dated March 27, 2015

EX-99.1

Exhibit 99.1

Interval Leisure Group Announces Offering of $300 Million of Senior Notes by Interval Acquisition Corp.

Miami, March 27, 2015 – Interval Leisure Group, Inc. (“ILG”) (NASDAQ:IILG), a leading global provider of non-traditional lodging across a broad spectrum of the vacation industry, announced today that its wholly-owned subsidiary Interval Acquisition Corp. (the "Issuer"), intends to offer, in a private offering, $300 million of senior notes due 2023 (the "Notes"), which will be guaranteed on a senior, unsecured basis by ILG and certain of its other domestic subsidiaries.

The Issuer intends to use the net proceeds from this offering to repay indebtedness outstanding under its senior secured revolving credit facility.

The Notes and related guarantees will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or, outside the United States, to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, registration requirements.

ILG and the Issuer have agreed to file a registration statement with the Securities and Exchange Commission pursuant to which the Issuer will either offer to exchange the Notes for substantially similar registered notes or register the resale of the Notes. This press release does not and will not constitute an offer to sell any of the Notes or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Information Concerning Forward-Looking Statements

This press release includes forward-looking statements regarding the Issuer’s intention to issue the Notes and its intended use of the net proceeds. These forward-looking statements may be affected by risks and uncertainties in ILG's business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in ILG's Securities and Exchange Commission filings, including ILG's report on Form 10-K filed with the Securities and Exchange Commission. ILG wishes to caution readers that certain important factors may have affected and could in the future affect ILG's actual results and could cause ILG's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of ILG, including the risk that the offering of the Notes may not be successfully completed. ILG undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Investor Contact:

Jennifer Klein

Investor Relations

Jennifer.Klein@iilg.com

305-925-7302