Debt Instruments | NOTE 10 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, (in millions) Asset-based financing: Floor plan facility 2,572 1,877 Finance receivable facilities 214 176 Financing of beneficial interest in securitizations 270 282 Notes payable 8 10 Real estate financing 447 447 Total asset-based financing 3,511 2,792 Senior notes 2,450 2,450 Total debt 5,961 5,242 Less: current portion (2,886) (2,154) Less: unamortized debt issuance costs (1) (33) (34) Total long-term debt, net $ 3,042 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying condensed consolidated balance sheets and not included here. Short-Term Revolving Facilities Floor Plan Facility The Company has a floor plan facility with a lender to finance its used vehicle inventory (the "Floor Plan Facility"), which is secured by the Company's vehicles, general intangibles, accounts receivable, and finance receivables. Under the Floor Plan Facility, repayment of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the vehicle. Outstanding balances related to vehicles held in inventory for more than 180 days require monthly principal payments equal to 10% of the original principal amount of that vehicle until the remaining outstanding balance is the lesser of (i) 50% of the original principal amount or (ii) 50% of the wholesale value. Prepayments may be made without incurring a premium or penalty. Additionally, the Company is permitted to make prepayments to the lender to be held as principal payments under the Floor Plan Facility and subsequently reborrow such amounts. The Floor Plan Facility also requires monthly interest payments and that at least 7.5% of the total principal amount owed to the lender is held as restricted cash. Effective October 1, 2020, the Company amended the Floor Plan Facility to increase the line of credit to $1.25 billion, reduce the interest rate to one-month LIBOR plus 3.15% and extend the maturity date to March 31, 2023. Effective March 1, 2021, the interest rate was reduced to one-month LIBOR plus 2.65%. Effective July 1, 2021, the line of credit was increased to $1.75 billion, and the LIBOR-based interest rate was amended to a substantially similar rate tied to a prime rate minus 0.50%, in advance of the cessation of LIBOR. Effective December 1, 2021, the line of credit was increased to $2.25 billion. Effective February 1, 2022, the Company amended its Floor Plan Facility to increase the line of credit to $3.0 billion through September 22, 2022. The Company is also required to pay the lender an availability fee based on the average unused capacity during the prior calendar quarter. As of March 31, 2022 and December 31, 2021, the Company had $2.6 billion and $1.9 billion, respectively, outstanding under this facility, unused capacity of approximately $428 million and $373 million, respectively, and held approximately $193 million and $141 million, respectively, in restricted cash related to this facility. During the three months ended March 31, 2022, the Company's effective interest rate on this facility was approximately 2.62%. For the year ended December 31, 2021, the Company's effective interest rate on this facility was approximately 2.55%. Active Finance Receivable Facilities The Company has various short-term revolving credit facilities to fund certain automotive finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the "Finance Receivable Facilities"). In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility, which was subsequently increased to $500 million, to fund certain automotive finance receivables originated by the Company. In June 2021, the Company amended its agreement to, among other things, extend the maturity date to January 24, 2023. In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase the line of credit to $600 million, and extend the maturity date to December 8, 2023. On April 30, 2021, the Company entered into an agreement pursuant to which a third lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until October 30, 2022. In December 2021, the Company amended its agreement to, among other things, increase this line of credit to $600 million. On October 15, 2021, the Company entered into an agreement pursuant to which a fourth lender agreed to provide a $350 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until April 15, 2023. On March 18, 2022, the Company entered into an agreement pursuant to which a fifth lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until September 18, 2023. The facilities require that any undistributed amounts collected on the pledged finance receivables be held as restricted cash. The facilities require monthly payments of interest and fees based on usage and unused facility amounts. The facilities self-amortize from the end of the draw period until maturity, offer full prepayment rights, and have no credit sublimits or aging restrictions, subject to negotiated concentration limits. The subsidiaries that entered into these facilities are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. As of March 31, 2022 and December 31, 2021, the Company had $214 million and $176 million, respectively, outstanding under these facilities, unused capacity of approximately $2.3 billion and $1.9 billion, respectively, and held approximately $69 million and $67 million, respectively, in restricted cash related to these facilities. During the three months ended March 31, 2022, the Company's effective interest rate on these facilities was approximately 1.67%. For the year ended December 31, 2021, the Company's effective interest rate on these facilities was approximately 1.64%. Long-Term Debt Senior Unsecured Notes The Company has issued various tranches of senior unsecured notes (collectively, the "Senior Notes") each under a separate indenture (collectively, the "Indentures"), as further described below. The following table summarizes components of our senior unsecured notes: March 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 750 750 4.875 % Total principal amount 2,450 2,450 Less: unamortized debt issuance cost (27) (28) Total debt 2,423 2,422 Each issuance of Senior Notes was entered into by and among the Company, each of the guarantors party thereto and U.S. Bank National Association, as trustee. The interest on each of the Senior Notes is payable semi-annually, beginning on March 1, 2022 for the 2029 Notes, October 15, 2021 for the 2027 Notes, and April 1, 2021 for the 2025 Notes and 2028 Notes. The Senior Notes mature as specified in the table above unless earlier repurchased or redeemed and are guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed for inventory, finance receivables, securitization facilities, or immaterial subsidiaries). The Company may redeem some or all of each issuance of Senior Notes at redemption prices set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to those redemption dates, the Company may redeem up to 35% of the aggregate principal amount at a redemption price equal to 100% plus the respective interest rate specified in the table above, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the Senior Notes prior to its redemption date, by paying a make-whole premium plus any accrued and unpaid interest to, but not including, the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the Senior Notes at 101% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Indentures contain restrictive covenants that limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain exceptions, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants will be suspended if any of the Senior Notes are assigned an investment grade rating from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Fitch Ratings, Inc., and there is no continuing default. Notes Payable The Company has entered into promissory note and disbursement agreements to finance certain equipment for its transportation fleet and building improvements. The assets financed with the proceeds from these notes serve as the collateral for each note and certain security agreements related to these assets have cross collateralization and cross default provisions with respect to one another. Each note has a fixed annual interest rate, a two twelve months and is included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets. Real Estate Financing The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of March 31, 2022, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of both March 31, 2022 and December 31, 2021, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was approximately $444 million, and was included in long-term debt in the accompanying unaudited condensed consolidated balance sheets. Financing of Beneficial Interests in Securitizations As discussed in Note 9 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under Risk Retention Rules. Beginning in June 2019, the Company entered into secured borrowing facilities through which it finances certain retained beneficial interests in securitizations whereby the Company sells such interests and agrees to repurchase them for their fair value at a stated time of repurchase. As of March 31, 2022 and December 31, 2021, the Company has pledged approximately $270 million and $282 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreements with expected repurchases ranging from July 2024 to September 2028. The securitization trusts distribute payments related to the Company's pledged beneficial interests in securitizations directly to the lenders, which reduces the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored daily and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transactions. In the event of a decline in the fair value of the pledged collateral, the repurchase price of the pledged collateral will be increased by the amount of the decline. The outstanding balance of these facilities, net of unamortized debt issuance costs, was approximately $267 million and $279 million as of March 31, 2022 and December 31, 2021, respectively, of which approximately $92 million and $93 million, respectively, was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets. |