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Debt & Non-recourse Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt & Non-recourse Debt

Note 15: Debt & Non-recourse Debt

Debt

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

 

 

 

December 31

 

($ in millions)

 

2020

 

 

2019

 

Debt(1)

 

 

 

 

 

 

 

 

Senior secured credit facilities:

 

 

 

 

 

 

 

 

Term loans with an average rate of 2.25%, due 2023

 

$

177

 

 

$

187

 

Revolver with an average rate of 2.25%, due 2023

 

 

660

 

 

 

320

 

Senior notes with a rate of 6.125%, due 2024

 

 

300

 

 

 

300

 

Other debt

 

 

27

 

 

 

27

 

 

 

 

1,164

 

 

 

834

 

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

 

 

(5

)

 

 

(6

)

 

 

$

1,159

 

 

$

828

 

 

(1)

As of December 31, 2020 and 2019, weighted-average interest rates were 3.357 percent and 4.571 percent, respectively.

(2)

Amount includes deferred financing costs related to our term loan and senior notes of $1 million and $4 million, respectively as of December 31, 2020 and $1 million and $5 million, respectively as of December 31, 2019.

(3)

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

Senior Secured Credit Facilities

         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. In December 2020, we amended our Credit Agreement which provided a waiver period for certain financial covenants for the first three quarters of 2021. In connection with the Amendment we incurred $1 million in debt issuance costs.

In addition, we are required to pay a commitment fee to the lenders under the Revolving Facility with respect to the unutilized commitments thereunder. The commitment fee will be determined based on a first lien net leverage ratio and will range from 0.30% to 0.50% per annum. We are also required to pay customary letters of credit fees.  As of December 31, 2020 and 2019, we had $1 million of outstanding letters of credit under the revolving facility.

During the year ended December 31, 2020, we borrowed $495 million and repaid $165 million, including recurring payments, under the senior secured credit facilities with an interest rate based on one-month LIBOR plus 2.00 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 December 31, 2020, we had approximately $177 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 consolidated balance sheets as of 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 year ended December 31, 2020, we recorded less than $1 million in accumulated other comprehensive loss related to the hedge.

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, 2020.

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, 2020.

Non-recourse Debt

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

 

 

 

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

 

 

106

 

 

 

149

 

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

 

 

202

 

 

 

275

 

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

 

 

216

 

 

 

285

 

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

 

 

251

 

 

 

 

 

 

 

775

 

 

 

755

 

Less: unamortized deferred financing costs(2)

 

 

(9

)

 

 

(8

)

 

 

$

766

 

 

$

747

 

 

(1)

As of December 31, 2020 and 2019, weighted-average interest rates were 3.173 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 December 31, 2020 and 2019, respectively, relating to our Timeshare Facility included in Other Assets in our 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 December 31, 2020 and 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. During the third quarter of 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. In December 2020, we amended the Timeshare Facility to update the definition of seller financial covenants to be consistent with the amended Credit Agreement.

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 $29 million and $26 million as of December 31, 2020 and 2019, 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, 2020 were as follows:

 

($ in millions)

 

Debt

 

 

Non-recourse

Debt

 

 

Total

 

Year

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

$

12

 

 

$

283

 

 

$

295

 

2022

 

 

11

 

 

 

132

 

 

 

143

 

2023

 

 

818

 

 

 

129

 

 

 

947

 

2024

 

 

300

 

 

 

66

 

 

 

366

 

2025

 

 

 

 

 

108

 

 

 

108

 

Thereafter

 

 

23

 

 

 

57

 

 

 

80

 

 

 

$

1,164

 

 

$

775

 

 

$

1,939