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Debt & Non-recourse Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Debt & Non-recourse Debt

Note 14: Debt & Non-recourse Debt

Debt

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

 

 

 

December 31

 

($ in millions)

 

2019

 

 

2018

 

Debt(1)

 

 

 

 

 

 

 

 

Senior secured credit facilities:

 

 

 

 

 

 

 

 

Term loans with an average rate of 3.513%, due 2023

 

$

187

 

 

$

197

 

Revolver with an average rate of 3.513%, due 2023

 

 

320

 

 

 

115

 

Senior notes with a rate of 6.125%, due 2024

 

 

300

 

 

 

300

 

Other debt

 

 

27

 

 

 

 

 

 

 

834

 

 

 

612

 

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

 

 

(6

)

 

 

(8

)

 

 

$

828

 

 

$

604

 

 

(1)

As of December 31, 2019 and 2018, weighted-average interest rates were 4.571 percent and 5.170 percent, respectively.

(2)

Amount includes deferred financing costs related to our term loan and senior notes of $1 million and $5 million, respectively as of December 31, 2019 and $2 million and $6 million as of December 31, 2018.

(3)

Amount does not include deferred financing costs of $5 and $6 million as of December 31, 2019 and 2018, respectively, relating to our revolving facility included in Other Assets in our consolidated balance sheets.

Senior Secured Credit Facilities

In November 2018, we amended certain terms of our existing credit facilities (the “Amendment”) such as, but not limited to, (i) the existing term loan was increased to $200 million, (ii) the amount of borrowing capacity under the revolving facility was increased from $200 million to $800 million and (iii) the maturity date was extended to November 28, 2023. As a result of the Amendment, we incurred $6 million in debt issuance costs of which $5 million is recorded in Other assets. The revolving facility has $30 million of borrowing capacity available for letters of credit and $10 million available for short-term borrowings. As of December 31, 2019 and 2018, we had $1 million of outstanding letters of credit under the revolving facility.

In addition, we are required to pay a commitment fee to the lenders under the Revolving Facility in respect of the unutilized commitments thereunder. The commitment fee will be determined based on a first lien net leverage ratio and will range from 0.25% to 0.35% per annum. We are also required to pay customary letters of credit fees.  

During the year ended December 31, 2019, we borrowed $485 million and repaid $290 million, including recurring payments, under the senior secured credit facilities with an interest rate based on one-month LIBOR plus 1.75 percent.   

The obligations under the senior secured credit facility are unconditionally and irrevocably guaranteed by us and certain of our subsidiaries. We are in compliance with all applicable financial covenants as of December 31, 2019.

Senior Notes

In November 2016, we issued $300 million aggregate principal amount of 6.125 percent senior unsecured notes due 2024 (the “Senior Unsecured Notes”) and incurred $8 million of debt issuance costs. Interest on the senior unsecured notes (the “Senior Unsecured Notes” is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2017. In January 2018, the Subsidiary Issuers completed an exchange offer pursuant to which substantially all of the outstanding Senior Unsecured Notes, which were originally issued without registration under the  Securities Act of 1933, as amended (the “Securities Act”), were exchanged for substantially identical notes that were registered under Securities Act, as required by the terms of the original issuance. As used in As used in these notes to the consolidated financial statements, the term Senior Unsecured Notes refers to both the originally unregistered Senior Unsecured Notes and such registered exchange notes, collectively, without duplication.

We may, at our sole option, redeem the Senior Unsecured Notes, in whole or in part, at any time prior to December 1, 2021, at a price equal to 100 percent of the principal amount, plus an applicable make-whole premium and accrued and unpaid interest. On and after, December 1, 2021, we may, at our sole option, redeem the Senior Unsecured Notes at 103.25 percent, 101.625 percent or 100 percent of the principal amount in 2021, 2022 or 2023, respectively, without any make-whole premium.

The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We are in compliance with all applicable financial covenants as of December 31, 2019.

Non-recourse Debt

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

 

 

 

December 31

 

($ in millions)

 

2019

 

 

2018

 

Non-recourse debt(1)

 

 

 

 

 

 

 

 

Timeshare Facility with an average rate of 3.164%, due 2021

 

$

 

 

$

120

 

Securitized Debt with a rate of 2.280%, due 2026

 

 

 

 

 

33

 

Securitized Debt with an average rate of 1.810%, due 2026

 

 

46

 

 

 

74

 

Securitized Debt with an average rate of 2.711%, due 2028

 

 

149

 

 

 

206

 

Securitized Debt with an average rate of 3.602%, due 2032

 

 

275

 

 

 

333

 

Securitized Debt with an average rate of 2.421%, due 2033

 

 

285

 

 

 

 

 

 

 

755

 

 

 

766

 

Less: unamortized deferred financing costs(2)

 

 

(8

)

 

 

(7

)

 

 

$

747

 

 

$

759

 

 

(1)

As of December 31, 2019 and 2018, weighted-average interest rates were 2.876 percent and 3.126 percent, respectively.

(2)

Amount relates to Securitized Debt only and does not include deferred financing costs of $3 million as of both December 31, 2019 and 2018, relating to our Timeshare Facility included in Other Assets in our consolidated balance sheets.

In August 2019, we completed a securitization of $308 million of gross timeshare financing receivables and issued approximately $216 million of 2.34 percent notes, $50 million of 2.54 percent notes and $34 million of 2.84 percent notes due July 2033. The Securitized Debt is backed by pledged assets, consisting primarily of a pool of timeshare financing receivables secured by first mortgages or deeds of trust on timeshare interest and temporarily by a $21 million cash deposit, which is reflected as Restricted cash in our consolidated balance sheets for the year ended December 31, 2019. The Securitized Debt is a non-recourse obligation and is payable solely from the pool of timeshare financing receivables pledged as collateral to the debt. The proceeds were primarily used to pay down the remaining borrowings on our Timeshare Facility and our Securitized Debt with a rate of 2.280%, due 2026 (“2013-A”) and general corporate operating expenses. In connection with the securitization, we incurred $4 million in debt issuance costs.

In September 2019, we exercised our call option on the remaining outstanding principal balance on our 2013-A Notes and prepaid the remaining balance in accordance with the terms of the arrangement. Collateral securing the notes were pledged as a part of the collateral backing the 2019-A Notes offering in place of the $21 million of cash used as collateral as a part of our 2019 securitization.

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 April 2019, we amended the Timeshare Facility, extending the end of the commitment period, from March 2020 to April 2021, and certain covenants. In September 2019, we amended the Timeshare Facility, temporarily changing certain covenant requirements. All other terms and borrowing capacity remained the same in both amendments.

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 $26 million and $27 million as of December 31, 2019 and December 31, 2018, respectively, and were included in Restricted cash in our consolidated balance sheets.

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of December 31, 2019 were as follows:

 

($ in millions)

 

Debt

 

 

Non-recourse

Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

$

12

 

 

$

242

 

 

$

254

 

2021

 

 

11

 

 

 

166

 

 

 

177

 

2022

 

 

11

 

 

 

113

 

 

 

124

 

2023

 

 

477

 

 

 

109

 

 

 

586

 

2024

 

 

300

 

 

 

42

 

 

 

342

 

Thereafter

 

 

23

 

 

 

83

 

 

 

106

 

 

 

$

834

 

 

$

755

 

 

$

1,589