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Debt & Non-recourse Debt
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt & Non-recourse Debt

Note 12: Debt & Non-recourse Debt

Debt

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

 

 

September 30,

 

 

December 31,

 

($ in millions)

 

2021

 

 

2020

 

Debt(1)

 

 

 

 

 

 

Senior secured credit facility, due 2023:

 

 

 

 

 

 

Term loan with a rate of 2.70%

 

$

 

 

$

177

 

Revolver with a weighted average rate of 2.70%

 

 

300

 

 

 

660

 

Senior secured credit facility, due 2028:

 

 

 

 

 

 

Term loan with a weighted average rate of 3.50%

 

 

1,300

 

 

 

 

Senior notes with a rate of 6.125%, due 2024

 

 

 

 

 

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

 

 

34

 

 

 

27

 

 

 

 

2,984

 

 

 

1,164

 

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

 

 

(55

)

 

 

(5

)

 

 

$

2,929

 

 

$

1,159

 

 

(1) As of September 30, 2021 and December 31, 2020, weighted-average interest rates were 4.108 percent and 3.357 percent, respectively.

(2) Amount includes deferred financing costs and related to our term loan and senior notes of $26 million and $23 million, respectively, as of September 30, 2021 and $1 million and $4 million, respectively, as of December 31, 2020. This amount also includes original issuance discounts of $6 million as of September 30, 2021.

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

Senior secured credit facilities

In March 2021, we amended our Credit Agreement to amend certain terms related to financial covenants to permit the previously announced proposed acquisition of Diamond, pursuant to that certain Agreement and Plan of Merger dated March 10, 2021. Refer to Note 3: Diamond 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 Diamond Acquisition 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 connection with the closing of the Diamond Acquisition, HGV entered into a new $1.3 billion seven-year senior secured term loan facility ("Term Loan B"). The Term Loan B was issued at a $6 million discount and the cumulative proceeds received from the Term loan and related senior notes discussed below were used to repay certain existing indebtedness of both HGV and Diamond, including HGV's pre-existing term loan and senior notes due 2024, $260 million of the balance on the revolving credit facility, and a portion of $2.03 billion of Diamond's corporate indebtedness. We incurred a $20 million loss on debt extinguishment in relation to the transactions described herein which is included in Other (loss) gain, net. As of September 30, 2021, we incurred approximately $27 million in debt issuance costs for Term Loan B.

During the nine months ended September 30, 2021, we repaid $537 million under the senior secured credit facilities with an interest rate based on one month LIBOR plus 2.45 percent, subject to a 0.25 percent floor which included payments of $360 million toward the revolver balance in addition to paying off HGV's pre-existing term loan balance of $177 million mentioned above. As of September 30, 2021, we had $1 million of letters of credit outstanding under the revolving credit facility and $2 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of September 30, 2021.

We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. Such interest rates swaps converted the LIBOR based variable rates on our Term Loan and Revolver to average fixed rates of 1.27 percent per annum through May 2028 and 0.75 percent per annum through November 2023, respectively, for the balance on these borrowings up to the notional values of our interest rate swaps. As of September 30, 2021, the notional values of the interest rate swaps under our term loan and revolver were $150 million and $170 million, respectively. 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 condensed consolidated balance sheets as of September 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 nine months ended September 30, 2021, we recorded $1 million in accumulated other comprehensive income related to the cash flow hedge.

Senior Notes due 2029 and 2031

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 percent senior notes due 2029 ("the 2029 Notes") and $500 million aggregate principal amount of 4.875 percent senior notes due 2031 ("the 2031 Notes"). The net proceeds from the 2029 Notes and the 2031 Notes were used to finance the repayment of certain indebtedness in connection with the Diamond Acquisition. In connection with the senior notes issuances, we incurred $24 million in debt issuance costs.

Non-recourse Debt

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

 

 

 

September 30,

 

 

December 31,

 

($ in millions)

 

2021

 

 

2020

 

Non-recourse debt(1)

 

 

 

 

 

 

Timeshare Facility with an average rate of 1.017%, due 2023(3)

 

$

96

 

 

$

 

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

 

 

78

 

 

 

106

 

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

 

 

156

 

 

 

202

 

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

 

 

167

 

 

 

216

 

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

 

 

204

 

 

 

251

 

Diamond Resorts Premium Yield Facility with an average rate of 4.766%, due 2031

 

 

10

 

 

 

 

Diamond Resorts Owner Trust 2017 with a weighted average rate of 3.504%, due 2029

 

 

46

 

 

 

 

Diamond Resorts Owner Trust 2018 with a weighted average rate of 4.061%, due 2031

 

 

107

 

 

 

 

Diamond Resorts Owner Trust 2019 with a weighted average rate of 3.277%, due 2032

 

 

172

 

 

 

 

Diamond Resorts Owner Trust 2021 with a weighted average rate of 2.160%, due 2032

 

 

261

 

 

 

 

 

 

 

1,297

 

 

 

775

 

Less: unamortized deferred financing costs(2)

 

 

(7

)

 

 

(9

)

 

 

$

1,290

 

 

$

766

 

 

(1) As of September 30, 2021 and December 31, 2020, weighted-average interest rates were 2.925 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 September 30, 2021 and December 31, 2020, respectively, relating to our Timeshare Facility included in Other Assets in our unaudited condensed consolidated balance sheets.

(3) In connection with the amendment to the Timeshare Facility executed in August 2020, the revolving commitment period of the Timeshare Facility

terminates in August 2022, however the repayment maturity date extends 12 months beyond the commitment termination date to August 2023. 

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. In March 2021, we amended our Timeshare Facility to align with our amended Credit Agreement, as described above. The Premium Yield Facility is a non-recourse amortizing obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. We assumed the Premium Yield Facility as part of the Diamond Acquisition. In addition to these two facilities, we gained access to two additional conduit facilities, due in 2023 and 2024 respectively, as a part of our acquisition of Diamond Resorts. These facilities were issued through variable interest entities (see Note 10: Consolidated Variable Interest Entities) and do not have any borrowings as of September 30, 2021. The conduit facilities due in 2023 and 2024 have a borrowing capacity of $125 million and $150 million, respectively, and are non-recourse obligations with customary provisions similar to the Timeshare Facility, each of which bear a variable interest rate plus a margin and are subject to non-use fees.

We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility, Premium Yield 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 $68 million and $29 million as of September 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 September 30, 2021 were as follows:

($ in millions)

 

Debt

 

 

Non-recourse Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

2021 (remaining)

 

$

11

 

 

$

65

 

 

$

76

 

2022

 

 

15

 

 

 

272

 

 

 

287

 

2023

 

 

314

 

 

 

284

 

 

 

598

 

2024

 

 

13

 

 

 

116

 

 

 

129

 

2025

 

 

13

 

 

 

146

 

 

 

159

 

Thereafter

 

 

2,618

 

 

 

414

 

 

 

3,032

 

 

 

$

2,984

 

 

$

1,297

 

 

$

4,281