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Debt & Non-recourse Debt
6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
Debt & Non-recourse Debt

Note 11: Debt & Non-recourse Debt

Debt

The following table details our outstanding debt balance and its associated interest rates:

 

 

June 30,

 

 

December 31,

 

($ in millions)

 

2021

 

 

2020

 

Debt(1)

 

 

 

 

 

 

Senior secured credit facilities:

 

 

 

 

 

 

Term loan with a rate of 3.75%, due 2023

 

$

172

 

 

$

177

 

Revolver with a weighted average rate of 3.75%, due 2023

 

 

610

 

 

 

660

 

Senior notes with a rate of 6.125%, due 2024

 

 

300

 

 

 

300

 

Senior notes with a rate of 5.000%, due 2029

 

 

850

 

 

 

 

Senior notes with a rate of 4.875%, due 2031

 

 

500

 

 

 

 

Other debt

 

 

27

 

 

 

27

 

 

 

 

2,459

 

 

 

1,164

 

Less: unamortized deferred financing costs and discount(2)(3)

 

 

(28

)

 

 

(5

)

 

 

$

2,431

 

 

$

1,159

 

 

(1) As of June 30, 2021 and December 31, 2020, weighted-average interest rates were 4.737 percent and 3.357 percent, respectively.

(2) Amount includes deferred financing costs related to our term loan and senior notes of $1 million and $27 million, respectively, as of June 30, 2021 and $1 million and $4 million, respectively, as of December 31, 2020.

(3) Amount does not include deferred financing costs of $3 million and $4 million as of June 30, 2021 and December 31, 2020, respectively, related to our revolving facility included in Other assets in our unaudited condensed consolidated balance sheets.

In March 2021, we amended our Credit Agreement to amend certain terms related to financial covenants to permit the previously announced proposed acquisition of Dakota Holdings, Inc., (“Diamond”), which indirectly owns all of the interests in Diamond Resorts International Inc. (the “Merger”, "Acquisition"), pursuant to that certain Agreement and Plan of Merger dated March 10, 2021. Refer to Note 20: Planned Acquisition for further information regarding the Merger. The borrowing capacity under the Credit Agreement remained the same. In connection with the amendment, we incurred $1 million in debt issuance costs. In addition, we obtained a revolving credit facility commitment in connection with the Merger and incurred $2 million in debt issuance costs which were amortized over the term of the commitment in the first quarter of 2021. This was included in Interest expense in our unaudited condensed consolidated statements of operations.

In June 2021, we entered into indentures in connection with the issuance and sale of senior notes, $850 million aggregate principal amount of 5.00% senior notes due 2029 ("Notes 2029") and $500 million aggregate principal amount of 4.875% senior notes due 2031 ("Notes 2031"). We intend to use the net proceeds from Notes 2029 and Notes 2031 to finance the repayment of certain indebtedness in connection with the Merger. The gross proceeds of the offerings were deposited and will be held in an escrow account until the date that certain escrow conditions are satisfied, which are substantially upon closing of the Merger. As of June 30, 2021, the gross proceeds are included in Restricted cash in our unaudited condensed consolidated balance sheet. In connection with the offerings, we incurred $23 million in debt issuance costs for the notes which are accrued as of June 30, 2021 and included within net cash provided by operating activities in our unaudited condensed consolidated statement of cash flows.

In connection with the Merger, we obtained a financing commitment to provide a new $1.3 billion seven-year secured term loan B facility to fund the repayment of certain existing indebtedness of both HGV and Diamond. The term loan B will be effective and available in a single drawing upon consummation of the Acquisition. As of June 30, 2021, we incurred approximately $3 million in debt issuance costs for term loan B. As of June 30, 2021, these costs are included in Other assets in our unaudited condensed consolidated balance sheet and will be reclassified as debt issuance costs within Debt, net in our unaudited condensed consolidated balance sheet upon the debt issuance.

During the six months ended June 30, 2021, we repaid $55 million (including recurring payments) under the senior secured credit facilities with an interest rate based on one month LIBOR plus 3.50 percent, subject to a 0.25 percent floor.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. As of June 30, 2021, we had approximately $172 million of our Term Loan subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on our Term Loan to an average fixed annual rate of 0.53 percent per annum through November 2023. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded as a liability in Accounts payable, accrued expenses and other in our unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of accumulated other comprehensive income for presentation purposes. For the six months ended June 30, 2021, we recorded less than $1 million in accumulated other comprehensive loss related to the cash flow hedge.

As of June 30, 2021 and December 31, 2020, we had $1 million of outstanding letters of credit under the revolving credit facility. We were in compliance with all applicable maintenance and financial covenants and ratios as of June 30, 2021.

Non-recourse Debt

The following table details our outstanding non-recourse debt balance and its associated interest rates:

 

 

 

June 30,

 

 

December 31,

 

($ in millions)

 

2021

 

 

2020

 

Non-recourse debt(1)

 

 

 

 

 

 

Securitized Debt with a weighted average rate of 2.711%, due 2028

 

$

87

 

 

$

106

 

Securitized Debt with a weighted average rate of 3.602%, due 2032

 

 

172

 

 

 

202

 

Securitized Debt with a weighted average rate of 2.431%, due 2033

 

 

183

 

 

 

216

 

Securitized Debt with a weighted average rate of 3.658%, due 2039

 

 

215

 

 

 

251

 

 

 

 

657

 

 

 

775

 

Less: unamortized deferred financing costs(2)

 

 

(7

)

 

 

(9

)

 

 

$

650

 

 

$

766

 

 

(1) As of June 30, 2021 and December 31, 2020, weighted-average interest rates were 3.176 percent and 3.173 percent, respectively.

(2) Amount relates to Securitized Debt only and does not include deferred financing costs of $2 million and $3 million as of June 30, 2021 and December 31, 2020, respectively, relating to our Timeshare Facility included in Other Assets in our unaudited condensed consolidated balance sheets.

 

The Timeshare Facility is a non-recourse obligation with a borrowing capacity of $450 million and is payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. As of June 30, 2021 and December 31, 2020, we had $450 million remaining borrowing capacity under our Timeshare Facility. In March 2021, we amended our Timeshare Facility to align with our amended Credit Agreement, as described above.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $27 million and $29 million as of June 30, 2021 and December 31, 2020, respectively, and were included in Restricted cash in our unaudited condensed consolidated balance sheets.

 

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of June 30, 2021 were as follows:

 

($ in millions)

 

Debt

 

 

Non-recourse
Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

2021 (remaining)

 

$

6

 

 

$

91

 

 

$

97

 

2022

 

 

11

 

 

 

168

 

 

 

179

 

2023

 

 

769

 

 

 

158

 

 

 

927

 

2024

 

 

300

 

 

 

76

 

 

 

376

 

2025

 

 

 

 

 

79

 

 

 

79

 

Thereafter

 

 

1,373

 

 

 

85

 

 

 

1,458

 

 

 

$

2,459

 

 

$

657

 

 

$

3,116