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Subsequent Events
3 Months Ended
Mar. 31, 2013
Subsequent Events  
Subsequent Events

19.  Subsequent Events

 

SECURITIZATION AND SECURED TERM LOAN PREPAYMENT

 

As previously disclosed in SLFC’s Current Report on Form 8-K dated April 10, 2013, SLFC effected a private securitization transaction on April 10, 2013 in which SLFC caused Fifteenth Street Funding LLC (Fifteenth Street), a special purpose vehicle wholly owned by SLFC, to sell $782.5 million of notes backed by real estate loans of Springleaf Mortgage Loan Trust 2013-1 (the 2013-1 Trust), at a 2.85% weighted average yield, to certain investors. Fifteenth Street sold the mortgage-backed notes for $782.4 million, after the price discount but before expenses. Fifteenth Street initially retained $236.8 million of the 2013-1 Trust’s subordinate mortgage-backed notes.

 

Immediately prior to the securitization transaction, the real estate loans to be securitized comprised a portion of the finance receivables pledged as collateral to support the outstanding principal amount under SLFC’s secured term loan. Upon completion of the securitization transaction, these real estate loans were released from the collateral pledged to support SLFC’s secured term loan and the Subsidiary Guarantors elected not to pledge new finance receivables as collateral to replace the real estate loans sold in the securitization transaction. The voluntary reduction of the collateral pledged required Springleaf Financial Funding Company to make a mandatory prepayment of a portion of the outstanding principal (plus accrued interest).

 

As a result, Springleaf Financial Funding Company made a mandatory prepayment on April 11, 2013, without penalty or premium, of $714.9 million of outstanding principal (plus accrued interest). Immediately following the prepayment, the outstanding principal amount of the secured term loan was $3.035 billion.

 

PROMISSORY NOTE

 

Pursuant to a promissory note dated April 1, 2013, between SLFC and SpringCastle Holdings, LLC (SCH), a wholly-owned subsidiary of Springleaf Acquisition Corporation (SAC), SLFC advanced $150.0 million to SCH. The note is payable in full on December 3, 2024, and is prepayable in whole or in part at any time without premium or penalty. The annual interest rate for the principal balance is 7%. SCH used the advance to fund, in part, its 47% equity interest in a newly formed joint venture with Newcastle Investment Corp. (30% equity interest) and BTO Willow Holdings, L.P. (23% equity interest), which acquired a portfolio of over 400,000 personal and real estate loans, with an unpaid principal balance of $3.9 billion as of March 31, 2013 (which is subject to contractual validation procedures by SLFI), from HSBC Finance Corporation and certain of its affiliates on April 1, 2013.