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Debt & Non-recourse Debt
9 Months Ended
Sep. 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:

 

 

 

September 30,

 

 

December 31,

 

($ in millions)

 

2020

 

 

2019

 

Debt(1)

 

 

 

 

 

 

 

 

Senior secured credit facilities:

 

 

 

 

 

 

 

 

Term loan with a rate of 2.000%, due 2023

 

$

180

 

 

$

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

 

 

28

 

 

 

27

 

 

 

 

1,268

 

 

 

834

 

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

 

 

(6

)

 

 

(6

)

 

 

$

1,262

 

 

$

828

 

 

(1)

As of September 30, 2020 and December 31, 2019, weighted-average interest rates were 3.082 percent and 4.571 percent, respectively.

(2)

Amount includes deferred financing costs related to our term loan of $1 million and senior notes of $5 million, respectively, as of September 30, 2020 and December 31, 2019.

(3)

Amount does not include deferred financing costs of $4 million as of September 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 which amended certain terms of the Senior Secured Credit Facilities to provide flexibility with respect to satisfying certain negative and financial covenants and 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 nine months ended September 30, 2020, we borrowed $495 million and repaid $62 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 September 30, 2020, we had approximately $180 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 September 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 nine months ended September 30, 2020, we recorded less than $1 million in accumulated other comprehensive loss related to the hedge.

As of September 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 maintenance and financial covenants and ratios as of September 30, 2020.

Non-recourse Debt

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

 

 

 

September 30,

 

 

December 31,

 

($ in millions)

 

2020

 

 

2019

 

Non-recourse debt(1)

 

 

 

 

 

 

 

 

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

 

$

 

 

$

46

 

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

 

 

116

 

 

 

149

 

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

 

 

220

 

 

 

275

 

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

 

 

238

 

 

 

285

 

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

 

 

273

 

 

 

 

 

 

 

847

 

 

 

755

 

Less: unamortized deferred financing costs(2)

 

 

(10

)

 

 

(8

)

 

 

$

837

 

 

$

747

 

 

(1)

As of September 30, 2020 and December 31, 2019, weighted-average interest rates were 3.169 percent and 2.876 percent, respectively.

(2)

Amount relates to securitized debt only and does not include deferred financing costs of $3 million as of September 30, 2020 and 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, which included a $15 million cash deposit that was subsequently released during the third quarter of 2020 upon pledging of qualified collateral, 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 interests. 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.

 

In September 2020, we exercised our call option on the remaining outstanding principal balance on our securitized debt with an average rate of 1.810%, due 2026 (“2014-A Notes”) and prepaid the remaining balance in accordance with the terms of the arrangement.

 

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 September 30, 2020 and December 31, 2019, we had $450 million remaining borrowing capacity under our Timeshare Facility. 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 Credit Agreement. On August 14, 2020, we amended the Timeshare Facility to extend the maturity date from April 2022 to August 2023. Additionally, the amendment reduces the maximum advance rate, replaces LIBOR with a successor benchmark interest rate, increases the excess spread percentage level that will trigger interest hedging obligations, and increases certain used and unused fees. In connection with the Amendment we incurred $2 million in debt issuance costs. 

 

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 $31 million and $26 million as of September 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 September 30, 2020 were as follows:

 

($ in millions)

 

Debt

 

 

Non-recourse

Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

 

 

 

2020 (remaining)

 

$

3

 

 

$

72

 

 

$

75

 

2021

 

 

12

 

 

 

292

 

 

 

304

 

2022

 

 

12

 

 

 

130

 

 

 

142

 

2023

 

 

918

 

 

 

131

 

 

 

1,049

 

2024

 

 

300

 

 

 

74

 

 

 

374

 

Thereafter

 

 

23

 

 

 

148

 

 

 

171

 

 

 

$

1,268

 

 

$

847

 

 

$

2,115