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Debt & Non-recourse Debt
6 Months Ended
Jun. 30, 2020
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)

 

2020

 

 

2019

 

Debt(1)

 

 

 

 

 

 

 

 

Senior secured credit facilities:

 

 

 

 

 

 

 

 

Term loan with a rate of 2.000%, due 2023

 

$

182

 

 

$

187

 

Revolver with a weighted average rate of 2.000%, due 2023

 

 

760

 

 

 

320

 

Senior notes with a rate of 6.125%, due 2024

 

 

300

 

 

 

300

 

Other debt

 

 

27

 

 

 

27

 

 

 

 

1,269

 

 

 

834

 

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

 

 

(6

)

 

 

(6

)

 

 

$

1,263

 

 

$

828

 

 

(1)

As of June 30, 2020 and December 31, 2019, weighted-average interest rates were 3.080 percent and 4.571 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 June 30, 2020 and December 31, 2019.

(3)

Amount does not include deferred financing costs of $4 million as of June 30, 2020 and $5 million as of December 31, 2019, relating to our revolving facility included in Other Assets in our condensed consolidated balance sheets.

In May 2020, we amended our Credit Agreement with respect to certain terms of our credit facilities (the “Amendment”) to provide flexibility with respect to satisfying certain financial covenant ratios as may be needed due to the ongoing and uncertain future impact of the COVID-19 pandemic on our business and operations. The borrowing capacity under the Credit Agreement remained the same. In connection with the Amendment we incurred $1 million in debt issuance costs.

During the six months ended June 30, 2020, we borrowed $495 million and repaid $60 million (including recurring payments) under the senior secured credit facilities with an interest rate based on one month LIBOR plus 1.75 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, 2020, we had approximately $182 million of our Term Loan subject to interest rate swap. 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 condensed consolidated balance sheets as of June 30, 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, 2020, we recorded less than $1 million in accumulated other comprehensive loss related to the hedge.

As of June 30, 2020 and December 31, 2019, we had $1 million of outstanding letters of credit under the revolving credit facility.  We were in compliance with all applicable financial covenants as of June 30, 2020.

Non-recourse Debt

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

 

 

 

June 30,

 

 

December 31,

 

($ in millions)

 

2020

 

 

2019

 

Non-recourse debt(1)

 

 

 

 

 

 

 

 

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

 

$

34

 

 

$

46

 

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

 

 

126

 

 

 

149

 

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

 

 

233

 

 

 

275

 

Securitized Debt with an average rate of 2.431%, due 2033

 

 

252

 

 

 

285

 

Securitized Debt with an average rate of 3.658%, due 2039

 

 

292

 

 

 

 

 

 

 

937

 

 

 

755

 

Less: unamortized deferred financing costs(2)

 

 

(11

)

 

 

(8

)

 

 

$

926

 

 

$

747

 

 

(1)

As of June 30, 2020 and December 31, 2019, weighted-average interest rates were 3.119 percent and 2.876 percent, respectively.

(2)

Amount relates to securitized debt only and does not include deferred financing costs of $2 million as of June 30, 2020 and $3 million as of December 31, 2019 relating to our Timeshare Facility which are included in Other Assets in our condensed consolidated balance sheets.

 

In June 2020, we completed a securitization of $300 million of gross timeshare financing receivables and issued approximately $186 million of 2.74 percent notes, $66 million of 4.22 percent notes and $48 million of 6.42 percent notes due February 2039. 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 $15 million cash deposit, which is reflected as Restricted Cash in our condensed consolidated balance sheets. 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 general corporate operating expenses. In connection with the securitization we incurred $5 million in debt issuance costs.

 

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. During the second quarter of 2020, we amended the Timeshare Facility, temporarily changing certain covenant requirements pricing and advance rates to be consistent with the amended corporate credit facility. 

 

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 $36 million and $26 million as of June 30, 2020 and December 31, 2019, respectively, and were included in Restricted cash in our condensed consolidated balance sheets.

 

Debt Maturities

The contractual maturities of our debt and non-recourse debt as of June 30, 2020 were as follows:

 

($ in millions)

 

Debt

 

 

Non-recourse

Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

 

 

 

2020 (remaining)

 

$

6

 

 

$

160

 

 

$

166

 

2021

 

 

11

 

 

 

258

 

 

 

269

 

2022

 

 

11

 

 

 

165

 

 

 

176

 

2023

 

 

918

 

 

 

116

 

 

 

1,034

 

2024

 

 

300

 

 

 

100

 

 

 

400

 

Thereafter

 

 

23

 

 

 

138

 

 

 

161

 

 

 

$

1,269

 

 

$

937

 

 

$

2,206