Debt financing | 12 Months Ended |
Dec. 31, 2013 |
Debt financing | ' |
Debt financing | ' |
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Note 2. Debt financing |
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The Company's consolidated debt as of December 31, 2013 and 2012 is summarized below: |
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| | December 31, 2013 | | December 31, 2012 | |
| | (dollars in thousands) | |
Unsecured | | | | | | | |
Senior notes | | $ | 3,055,620 | | $ | 1,775,000 | |
Revolving credit facilities | | | 808,000 | | | 420,000 | |
Term financings | | | 247,722 | | | 248,916 | |
Convertible senior notes | | | 200,000 | | | 200,000 | |
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| | | 4,311,342 | | | 2,643,916 | |
Secured | | | | | | | |
Warehouse facilities | | | 828,418 | | | 1,061,838 | |
Term financings | | | 654,369 | | | 688,601 | |
Export credit financing | | | 71,539 | | | — | |
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| | | 1,554,326 | | | 1,750,439 | |
Total secured and unsecured debt financing | | | 5,865,668 | | | 4,394,355 | |
Less: Debt discount | | | (12,351 | ) | | (9,623 | ) |
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Total debt | | $ | 5,853,317 | | $ | 4,384,732 | |
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At December 31, 2013, we were in compliance in all material respects with the covenants in our debt agreements, including our financial covenants concerning debt-to-equity, tangible net equity and interest coverage ratios. |
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The Company's secured obligations as of December 31, 2013 and 2012 are summarized below: |
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| | December 31, 2013 | | December 31, 2012 | |
| | (dollars in thousands) | |
Nonrecourse | | $ | 847,684 | | $ | 1,085,941 | |
Recourse | | | 706,642 | | | 664,498 | |
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Total | | $ | 1,554,326 | | $ | 1,750,439 | |
Number of aircraft pledged as collateral | | | 52 | | | 55 | |
Net book value of aircraft pledged as collateral | | $ | 2,454,350 | | $ | 2,728,636 | |
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Senior unsecured notes |
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As of December 31, 2013, the Company had $3.1 billion in senior unsecured notes outstanding. As of December 31, 2012, the Company had $1.8 billion in senior unsecured notes outstanding. |
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During the year ended December 31, 2013, the Company issued $1.3 billion in aggregate principal amount of senior unsecured notes. |
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On February 5, 2013, the Company issued $400.0 million in aggregate principal amount of senior unsecured notes due 2020 that bear interest at a rate of 4.75% per annum. |
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On June 26, 2013, the Company concluded its offer to exchange up to $151.6 million aggregate principal amount of new notes for any and all of its outstanding 7.375% senior unsecured notes due January 30, 2019 and issued $132.0 million aggregate principal amount of its 5.625% senior notes due 2017 in exchange for $125.4 million aggregate principal amount of the old notes. |
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Effective August 26, 2013, the additional interest of 0.50% per annum assessed on the senior unsecured notes due 2017 was eliminated due to the investment grade rating of the notes by S&P. |
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On October 1, 2013, the Company issued $185.0 million in aggregate principal amount of senior unsecured notes in a private placement to institutional investors. The notes are comprised of $53.0 million of 3.64% senior unsecured notes due 2016 and $132.0 million of 4.49% senior unsecured notes due 2019. |
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On November 19, 2013, the Company issued $700.0 million in aggregate principal amount of senior unsecured notes due 2019 that bear interest at a rate of 3.375% per annum. |
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Unsecured revolving credit facilities |
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The total amount outstanding under our unsecured revolving credit facilities was $808.0 million and $420.0 million as of December 31, 2013 and December 31, 2012, respectively. |
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The Company has in place a senior unsecured revolving credit facility (the "Syndicated Unsecured Revolving Credit Facility"), dated May 7, 2013, as amended, which provides us with financing of up to $2.0 billion. The Syndicated Unsecured Revolving Credit Facility accrues interest at a rate of LIBOR plus 1.25% on drawn balances and includes a 0.25% facility fee. The facility will mature in May 2017. |
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In May 2013, the Company amended its Syndicated Unsecured Revolving Credit Facility. Pursuant to the amendment, we increased the maximum amount we can borrow by $657.0 million to $1.7 billion, extended the availability period from 3 year to 4 years to May 2017, and reduced the pricing from LIBOR plus a margin of 1.75% with no LIBOR floor and an undrawn fee of 0.375% to LIBOR plus 1.45% with no LIBOR floor and a 0.30% facility fee. |
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In November 2013, the Company increased the maximum amount it can borrow under its Syndicated Unsecured Revolving Credit Facility by an additional $300.0 million to $2.0 billion. |
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Effective August 26, 2013, the pricing of our Syndicated Unsecured Revolving Credit Facility has been further reduced to LIBOR plus 1.25% with no LIBOR floor and a 0.25% facility fee as a result of the investment grade corporate credit rating obtained from S&P. |
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Unsecured term financings |
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From time to time, the Company enters into unsecured term facilities. During 2013, the Company entered into four additional unsecured term facilities aggregating $131.0 million with terms ranging from four to five years and with three of them bearing interest at fixed rates ranging from 3.10% to 3.50% per annum and the fourth bearing interest at a floating rate of LIBOR plus a margin of 1.25% per annum. The outstanding balance on our unsecured term facilities as of December 31, 2013 and December 31, 2012 was $247.7 million and $248.9 million, respectively. |
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Convertible senior notes |
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In November 2011, the Company issued $200.0 million in aggregate principal amount of 3.875% convertible senior notes due 2018 (the "Convertible Notes") in an offering exempt from registration under the Securities Act. The Convertible Notes were sold to Qualified Institutional Buyers in reliance upon Rule 144A under the Securities Act. The Convertible Notes are senior unsecured obligations of the Company and bear interest at a rate of 3.875% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2012. The Convertible Notes are convertible at the option of the holder into shares of our Class A Common Stock at a price of $30.23 per share. |
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Warehouse facilities |
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We have a revolving credit facility (the "2010 Warehouse Facility"), dated June 21, 2013, as amended. The 2010 Warehouse Facility, as amended, provides the Company with financing of up to $1.0 billion, modified from the previous facility size of $1.25 billion. The interest rate on the 2010 Warehouse Facility was reduced from LIBOR plus 2.50% to LIBOR plus 2.25% on drawn balances and from 0.75% to 0.50% per annum on undrawn balances and provided a 10% unsecured guarantee on the 2010 Warehouse Facility. The Company is able to draw on the 2010 Warehouse Facility during an availability period that was extended from June 2013 to June 2015. The outstanding drawn balance at the end of the availability period may be converted at our option to an amortizing term loan with a subsequent term out option through 2018, with an interest rate of LIBOR plus 3.00% during the initial three years of the term and margin step-ups during the remaining six months that increase the interest rate to LIBOR plus 4.50%. |
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As of December 31, 2013, the Company had borrowed $656.8 million under the 2010 Warehouse Facility and pledged 24 aircraft as collateral with a net book value of $985.2 million. As of December 31, 2012, the Company had borrowed $877.7 million under the 2010 Warehouse Facility and pledged 30 aircraft as collateral with a net book value of $1.3 billion. The Company had pledged cash collateral and lessee deposits of $65.4 million and $98.6 million under the 2010 Warehouse Facility as of December 31, 2013 and December 31, 2012, respectively. |
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In March 2012, we entered into a non-recourse $192.8 million senior secured warehouse facility (the "2012 Warehouse Facility") to refinance a pool of eight aircraft previously financed under the Company's 2010 Warehouse Facility. |
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As of December 31, 2013, the Company had borrowed $171.6 million under the 2012 Warehouse Facility and pledged eight aircraft as collateral with a net book value of $245.7 million. The Company had pledged cash collateral and lessee deposits of $7.6 million under the 2012 Warehouse Facility as of December 31, 2013. As of December 31, 2012, the Company had borrowed $184.1 million under the 2012 Warehouse Facility and pledged eight aircraft as collateral with a net book value of $256.6 million. The Company had pledged cash collateral and lessee deposits of $5.8 million under the 2012 Warehouse Facility as of December 31, 2012. |
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Secured term financing |
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The Company funds some aircraft purchases through secured term financings. Wholly-owned subsidiaries of the Company will borrow through secured bank facilities to purchase an aircraft. The aircraft are then leased by the wholly- owned subsidiaries to airlines. The Company may guarantee the obligations of the wholly-owned subsidiaries under the loan agreements. The loans may be secured by a pledge of the shares of the subsidiary, the aircraft, the lease receivables, security deposits, maintenance reserves or a combination thereof. |
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During the year ended December 31, 2013, the Company entered into three additional secured term facilities aggregating $135.0 million with terms ranging from six to seven years and with two of them bearing interest at floating rates ranging from LIBOR plus a margin of 2.15% to 2.85% per annum and the third bearing interest at a fixed rate of 4.25% per annum. |
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In September 2013, the Company amended an existing portfolio of six secured term loans aggregating $168.3 million with one of its lenders. Pursuant to the amendments, we reduced the composite interest rate of the loans by 40 basis-points, extended certain loan maturities and improved the principal amortization profiles of the loans. |
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As of December 31, 2013, the outstanding balance on our secured term facilities was $654.4 million and we had pledged 18 aircraft as collateral with a net book value of $1.14 billion. The outstanding balance under our secured term facilities as of December 31, 2013 was comprised of $153.9 million fixed rate debt and $505.5 million floating rate debt, with interest rates ranging from 4.25% to 5.36% and LIBOR plus 1.5% to LIBOR plus 3.0%, respectively. |
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As of December 31, 2012, the outstanding balance on our secured term facilities was $688.6 million and we had pledged 17 aircraft as collateral with a net book value of $1.15 billion. The outstanding balance under our secured term facilities as of December 31, 2012 was comprised of $159.1 million fixed rate debt and $529.5 million floating rate debt, with interest rates ranging from 4.28% to 5.36% and LIBOR plus 1.50% to LIBOR plus 3.59%, respectively. |
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Export credit financings |
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In March 2013, the Company issued $76.5 million in secured notes due 2024 guaranteed by the Ex-Im Bank. The notes will mature on August 15, 2024 and will bear interest at a rate of 1.617% per annum. The Company used the proceeds of the offering to refinance a portion of the purchase price of two Boeing 737-800 aircraft and the related premium charged by Ex-Im Bank for its guarantee of the notes. |
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Maturities |
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Maturities of debt outstanding as of December 31, 2013 are as follows: |
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| | (dollars in thousands) | | | | |
Years ending December 31, | | | | | | | |
2014 | | $ | 214,095 | | | | |
2015 | | | 264,004 | | | | |
2016 | | | 943,637 | | | | |
2017 | | | 2,210,251 | | | | |
2018 | | | 709,246 | | | | |
Thereafter | | | 1,524,435 | | | | |
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Total(1)(2) | | $ | 5,865,668 | | | | |
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-1 |
As of December 31, 2013, the Company had $656.8 million of debt outstanding under the 2010 Warehouse Facility. The Company is able to draw on the facility during an availability period that ends in June 2015 with a subsequent term out option, through 2018 which is the maturity in the schedule above. |
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-2 |
As of December 31, 2013, the Company had $808.0 million of debt outstanding under our revolving credit facilities. The outstanding drawn balances may be rolled until the maturity date of each respective facility and have been presented as such in the maturity schedule above. |
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