Debt and Borrowing Arrangements | 12 Months Ended |
Dec. 31, 2013 |
Debt and Borrowing Arrangements | ' |
Debt and Borrowing Arrangements | ' |
12. Debt and Borrowing Arrangements |
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The following table summarizes the components of Debt: |
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| | December 31, 2013 | | December 31, 2012 | | | |
| | | | Wt. Avg- | | | | Wt. Avg- | | | |
| | | | Interest | | | | Interest | | | |
| | Balance | | Rate(1) | | Balance | | Rate(1) | | | |
| | (In millions) | | | |
Term notes, in amortization | | $ | 1,406 | | 1.00% | | $ | 424 | | 2.20% | | | |
Term notes, in revolving period | | 700 | | 0.70% | | 1,593 | | 1.00% | | | |
Variable-funding notes | | 1,358 | | 1.40% | | 1,415 | | 1.60% | | | |
Other | | 17 | | 5.00% | | 25 | | 5.10% | | | |
Vehicle Management Asset-Backed Debt | | 3,481 | | | | 3,457 | | | | | |
Secured Canadian credit facility | | — | | —% | | — | | —% | | | |
Committed warehouse facilities | | 709 | | 2.10% | | 1,875 | | 2.00% | | | |
Uncommitted warehouse facilities | | — | | —% | | — | | —% | | | |
Servicing advance facility | | 66 | | 2.70% | | 66 | | 2.70% | | | |
Mortgage Asset-Backed Debt | | 775 | | | | 1,941 | | | | | |
Term notes | | 795 | | 7.30% | | 732 | | 8.50% | | | |
Convertible notes(2) | | 454 | | 5.00% | | 424 | | 5.00% | | | |
Unsecured credit facilities | | — | | —% | | — | | —% | | | |
Unsecured Debt | | 1,249 | | | | 1,156 | | | | | |
Total | | $ | 5,505 | | | | $ | 6,554 | | | | | |
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(1) Represents the weighted-average stated interest rate of outstanding debt as of the respective date, which may be different from the effective rate due to the amortization of premiums, discounts and issuance costs. Facilities are variable-rate, except for the Unsecured Term notes and Convertible notes which are fixed-rate. |
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(2) Balance is net of unamortized discounts of $46 million and $76 million as of December 31, 2013 and 2012, respectively. The effective interest rate of the Convertible notes is 13.1%, which includes the accretion of the discount and issuance costs. |
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Assets held as collateral for asset-backed borrowing arrangements that are not available to pay the Company’s general obligations as of December 31, 2013 consisted of: |
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| | Vehicle | | Mortgage | | | | | | | |
| | Asset-Backed | | Asset-Backed | | | | | | | |
| | Debt | | Debt | | | | | | | |
| | (In millions) | | | | | | | |
Restricted cash and cash equivalents | | $ | 203 | | $ | 6 | | | | | | | |
Accounts receivable | | 45 | | 83 | | | | | | | |
Mortgage loans held for sale (unpaid principal balance) | | — | | 740 | | | | | | | |
Net investment in fleet leases | | 3,603 | | — | | | | | | | |
Total | | $ | 3,851 | | $ | 829 | | | | | | | |
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The following table provides the contractual debt maturities as of December 31, 2013: |
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| | Vehicle | | Mortgage | | | | | |
| | Asset-Backed | | Asset-Backed | | Unsecured | | | |
| | Debt(1) | | Debt | | Debt(2) | | Total | |
| | (In millions) | |
Within one year | | $ | 1,023 | | $ | 775 | | $ | 250 | | $ | 2,048 | |
Between one and two years | | 1,076 | | — | | — | | 1,076 | |
Between two and three years | | 790 | | — | | 170 | | 960 | |
Between three and four years | | 441 | | — | | 250 | | 691 | |
Between four and five years | | 141 | | — | | — | | 141 | |
Thereafter | | 10 | | — | | 625 | | 635 | |
| | $ | 3,481 | | $ | 775 | | $ | 1,295 | | $ | 5,551 | |
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(1) Maturities of vehicle management asset-backed notes, a portion of which are amortizing in accordance with their terms, represent estimated payments based on the expected cash inflows related to the securitized vehicle leases and related assets. |
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(2) Maturities of convertible notes have been reflected based on the contractual maturity date. Under certain circumstances prior to the contractual maturity date, the convertible notes may be converted. If this happens, the principal portion of the notes would be due in cash and the conversion premium, if any, may be settled in cash. |
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Capacity under all borrowing agreements is dependent upon maintaining compliance with, or obtaining waivers of, the terms, conditions and covenants of the respective agreements. Available capacity under asset-backed funding arrangements may be further limited by asset eligibility requirements. Available capacity under committed borrowing arrangements as of December 31, 2013 consisted of: |
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| | | | | | Maximum | | | | |
| | Maximum | | Utilized | | Available | | | | |
| | Capacity | | Capacity | | Capacity | | | | |
| | (In millions) | | | | |
Vehicle Management Asset-Backed Debt: | | | | | | | | | | |
Term notes, in revolving period | | $ | 700 | | $ | 700 | | $ | — | | | | |
Variable-funding notes | | 2,069 | | 1,358 | | 711 | | | | |
Secured Canadian credit facility | | 118 | | — | | 118 | | | | |
Mortgage Asset-Backed Debt: | | | | | | | | | | |
Committed warehouse facilities | | 2,289 | | 709 | | 1,580 | | | | |
Unsecured credit facilities(1) | | 305 | | — | | 305 | | | | |
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(1) Capacity amount shown reflects the contractual maximum capacity of the facility. As of December 31, 2013, the available capacity of this facility is $79 million, after applying the borrowing base coverage ratio test. |
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Capacity for Mortgage asset-backed debt shown above excludes $2.8 billion not drawn under uncommitted facilities. See Note 20, “Fair Value Measurements,” for the measurement of the fair value of Debt. |
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Vehicle Management Asset-Backed Debt |
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Vehicle management asset-backed debt primarily represents variable-rate debt issued by a wholly owned subsidiary, Chesapeake Funding LLC (“Chesapeake”), to support the acquisition of vehicles by the Fleet Management Services segment’s U.S. leasing operations and variable-rate debt issued by the consolidated special purpose trust, Fleet Leasing Receivables Trust (“FLRT”), the Canadian special purpose trust, used to finance leases originated by the Canadian fleet operation. Vehicle-management asset-backed debt structures may provide creditors an interest in: (i) a pool of master leases or a pool of specific leases; (ii) the related vehicles under lease; and/or (iii) the related receivables billed to clients for the monthly collection of lease payments and ancillary service revenues (such as fuel and maintenance services). This interest is generally granted to a specific series of note holders either on a pro-rata basis relative to their share of the total outstanding debt issued through the facility or through a direct interest in a specific pool of leases. Repayment of the obligations of the facilities is non-recourse to the Company and is sourced from the monthly cash flow generated by lease payments and ancillary service payments made under the terms of the related master lease contracts. |
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Vehicle management asset-backed debt includes Term notes and Variable-funding notes. Term notes provide a fixed funding amount at the time of issuance, and may be classified as: |
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Term notes, in amortization: the monthly collection of lease payments allocable to the series is used in repayment of principal until the notes are paid in full. The amortization period will continue through the earlier of: (i) 125 months following the commencement of the amortization period; or (ii) when the respective series of notes are paid in full. |
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Term notes, in revolving period: contain provisions that allow the outstanding debt to revolve for a specified period of time. During the revolving period, the monthly collection of lease payments allocable to each outstanding series creates availability to fund the acquisition of vehicles and/or equipment to be leased to customers. Upon expiration of the revolving period, notes begin amortizing. |
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Variable-funding notes provide a committed capacity which may be drawn upon as needed during a commitment period, which is primarily 364 days in duration, but may extend to a two-year duration for some facilities. Similar to revolving term notes, the monthly collection of lease payments creates availability to fund the acquisition of vehicles and/or equipment to be leased to customers. Available committed capacity under Variable-funding notes may be used to fund growth in Net investment in fleet leases during the term of the commitment. |
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Term Notes |
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As of December 31, 2013, Term notes outstanding that are revolving in accordance with their terms are the Chesapeake Series 2013-1. The expiration date of the revolving period is May 22, 2014. |
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As of December 31, 2013, Term notes outstanding that are amortizing in accordance with their terms are the Chesapeake Series 2009-3, 2011-2, 2012-1, and 2012-2. Final repayment dates of Term notes in amortization range from September 7, 2014 to April 7, 2017. |
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On June 13, 2013, Chesapeake issued $700 million of Series 2013-1 Term notes. Proceeds from the notes were used to repay a portion of the Series 2010-1 notes and Series 2011-1 notes. |
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On August 15, 2013, Chesapeake fully repaid the Series 2009-2 Term notes with available cash. |
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Variable-funding Notes |
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As of December 31, 2013, Variable-funding notes outstanding are the FLRT Series 2010-2 and the Chesapeake Series 2013-2 and 2013-3. Expiration dates of the revolving periods range from July 9, 2014 to July 10, 2015. |
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On July 10, 2013, Chesapeake issued Series 2013-2 and Series 2013-3 Variable-funding notes with available commitments of $780 million and $520 million, respectively. The revolving periods of the Series 2013-2 and Series 2013-3 notes end July 9, 2014 and July 10, 2015, respectively. Proceeds of the issuance were used to fully repay the existing Chesapeake Series 2010-1 and Series 2011-1 Variable-funding notes. |
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On August 30, 2013, the FLRT 2010-2 Series was amended to extend the maturity date to August 29, 2014. |
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Secured Canadian Credit Facility |
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PHH Vehicle Management Services Inc. (“PHH VMS Canada”), an indirect wholly-owned subsidiary, has a secured revolving credit facility with a group of lenders providing up to C$125 million ($118 million USD as of December 31, 2013) of committed revolving capacity. Borrowings under the facility bear interest at a variable-rate, and the facility fee and interest rate margin are dependent on the Company’s senior unsecured long-term debt ratings issued by certain credit rating agencies. The facility is scheduled to expire on August 2, 2015. |
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Available borrowing capacity under the facility is based on a borrowing base calculation which considers eligible unencumbered vehicle leases, vehicles not yet subject to lease, and account receivables for ancillary services. PHH VMS Canada’s obligations under the facility are guaranteed by PHH Corporation and are secured by a first-priority lien on all of PHH VMS Canada’s present and future assets and property (and corresponding security in any jurisdiction), subject to certain eligibility exceptions. |
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Mortgage Asset-Backed Debt |
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Mortgage asset-backed debt primarily represents variable-rate warehouse facilities to support the origination of mortgage loans, which provide creditors a collateralized interest in specific mortgage loans that meet the eligibility requirements under the terms of the facility. The source of repayment of the facilities is typically from the sale or securitization of the underlying loans into the secondary mortgage market. |
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Committed Facilities |
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Committed repurchase facilities typically have a 364-day term. As of December 31, 2013, the Company has outstanding committed mortgage repurchase facilities with the Royal Bank of Scotland, plc, Credit Suisse First Boston Mortgage Capital LLC, Bank of America, N.A., Wells Fargo Bank, N.A., and Fannie Mae and the range of maturity dates is February 4, 2014 to December 30, 2014. |
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On May 22, 2013, $675 million of commitments under the variable-rate mortgage repurchase facilities with Credit Suisse First Boston Mortgage Capital LLC were extended. The expiration of the facility is based on a 364-day rolling term and may continue, at CSFB’s option, until the stated expiration of May 22, 2015. |
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On June 21, 2013, the Company extended the term of $250 million of commitments with The Royal Bank of Scotland plc to June 20, 2014, and entered into terms for $250 million of uncommitted capacity with the lender. |
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On December 6, 2013, the Company extended the terms of the $450 million committed mortgage repurchase facilities with Wells Fargo Bank to February 4, 2014. In February 2014, a portion of the commitments of the facility were extended to February 3, 2015. |
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On December 11, 2013, the Company extended the terms of the Fannie Mae committed mortgage repurchase facility to December 13, 2014 and reduced the available capacity from $1.0 billion to $500 million. |
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Uncommitted Facilities |
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As of December 31, 2013, the Company has outstanding uncommitted mortgage repurchase facilities with Fannie Mae and the Royal Bank of Scotland plc. |
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The Fannie Mae uncommitted facility has total capacity of up to $3.0 billion as of as of December 31, 2013, less certain amounts outstanding under the $500 million committed Fannie Mae facility. The Royal Bank of Scotland plc uncommitted facility has a total capacity of up to $250 million. |
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Servicing Advance Facility |
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The Company has a facility with Fannie Mae that provided for the early reimbursement of certain servicing advances made on behalf of Fannie Mae. On December 31, 2013, the commitment period of this facility ended and the facility entered a repayment period, whereby Fannie Mae will receive reimbursement of amounts due through advance collections or through additional payments made by the Company. The repayment period ends on June 30, 2015, and the Company is required to pay the outstanding balance by that date. |
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Unsecured Debt |
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The Company’s unsecured debt obligations include series of Term notes and Convertible notes, each of which are senior unsecured and unsubordinated obligations that rank equally with all existing and future senior unsecured debt. Unsecured capacity also includes commitments available under Credit facilities. |
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Term Notes |
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Term Notes include: |
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Senior notes due 2016. The 9.25% 2016 Senior note series has $170 million of principal due March 1, 2016 as of December 31, 2013. During 2013, a portion of the issuance of the Senior notes due 2021 was used to repay $280 million of aggregate principal of the Senior notes due 2016 and to pay the $50 million tender premium plus related fees and expenses. A pre-tax loss of $54 million was recorded in Other operating expenses in the Consolidated Statements of Operations related to the early repayment of the notes. |
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Senior notes due 2019. The 7.375% 2019 Senior note series has $275 million of principal due September 1, 2019 as of December 31, 2013. Senior notes due 2019 are governed by an existing indenture dated January 17, 2012 with The Bank of New York Mellon Trust Company, N.A. as trustee. |
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Senior notes due 2021. The 6.375% 2021 Senior note series has $350 million of principal due August 15, 2021 as of December 31, 2013. On August 20, 2013, the Company completed the offering of this series under an existing indenture, dated January 17, 2012 with The Bank of New York Mellon Trust Company, N.A. as trustee. The Company realized net proceeds of $342 million from the issuance after deducting underwriting fees. The notes are senior unsecured and unsubordinated obligations of the Company and rank equally with all existing and future senior unsecured debt. The notes are redeemable by the Company at any time after August 15, 2017 and in accordance with the optional redemption clause in the indenture. Interest on the notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2014. The notes will mature on August 15, 2021, unless previously redeemed in accordance with their terms. Proceeds from the offering were used to repay a portion of the Senior notes due 2016, as discussed above. |
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Convertible Notes |
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As of December 31, 2013, Convertible notes included: (i) $250 million of 4.0% Convertible notes with a maturity date of September 1, 2014; and (ii) $250 million of 6.0% Convertible notes with a maturity date of June 15, 2017. |
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2014 Convertible Notes. The Convertible notes due 2014 are governed by an indenture dated September 29, 2009 with The Bank of New York Mellon, as trustee. As of December 31, 2013 and 2012, the carrying amount of the Convertible notes due 2014 is net of an unamortized discount of $3 million and $22 million, respectively. The stated interest rate is 4.0%, and the effective interest rate, which includes the accretion of the discount and issuance costs, is 13.1%. The Convertible notes due 2014 are not redeemable by the Company prior to the maturity date. There have been no conversions since issuance. |
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Conversion Features: |
Holders may convert all or any portion of the notes at any time (i) in the event of the occurrence of certain triggering events related to the price of the notes, the price of the Company’s Common stock or certain corporate events or (ii) from, and including, March 1, 2014 through the third business day immediately preceding their maturity on September 1, 2014. The conversion price is $25.805 per share. |
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Subject to certain exceptions, the holders may require the Company to repurchase all or a portion of their notes upon a fundamental change, as defined under the respective indentures. The Company will generally be required to increase the conversion rate for holders that elect to convert their notes in connection with a make-whole fundamental change, or upon the occurrence of certain events. |
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The Convertible notes due 2014 currently may only be settled in cash upon conversion because the Company has not sought shareholder approval, as required by the New York Stock Exchange, to allow for the issuance of shares of common stock or securities convertible into common stock that will, or will upon issuance, equal or exceed 20% of outstanding shares. |
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Related derivatives: |
The Company entered into hedging transactions in connection with the issuance of the Convertible notes due 2014, including transactions with respect to the Conversion Premium (or, purchased options) and warrant transactions whereby the Company sold warrants to acquire, subject to certain anti-dilution adjustments, shares of its Common stock. The purchased options and sold warrants are intended to reduce the potential dilution of the Company’s Common stock upon conversion. The initial conversion rates were 38.7522 shares per $1,000 principal amount for the notes. Based on the initial conversion rates, these transactions generally have the effect of increasing the conversion price to $34.74 per share. |
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The Company determined that at the time of issuance that the conversion option and purchased options did not meet all the criteria for equity classification based on the settlement terms of the notes. The conversion option and purchased options are recognized as derivatives and are presented in Other liabilities and Other assets, respectively, with the offsetting changes in their fair value recognized in Mortgage interest expense in the Consolidated Financial Statements. See Note 6, “Derivatives” for additional information regarding the conversion option and purchased options. |
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The sold warrants meet all the criteria for equity classification because they are indexed to the Company’s stock. As such, these derivative instruments are recorded within Additional paid-in capital and have no impact on the Consolidated Statements of Operations. |
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As of December 31, 2013, the Convertible notes due 2014 do not meet the requirements for conversion and there have been no conversions of the notes since issuance. |
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2017 Convertible Notes. The Convertible notes due 2017 are governed by an indenture dated January 17, 2012 with The Bank of New York Mellon Trust Company, N.A., as trustee. As of December 31, 2013 and 2012, the carrying amount of the Convertible notes due 2017 is net of an unamortized discount of $43 million and $54 million, respectively. The stated interest rate is 6.0% and the effective interest rate, which includes the accretion of the discount and issuance costs, is 13.0%. The Convertible notes due 2017 mature on June 15, 2017, and are not redeemable by the Company prior to the maturity date. There have been no conversions since issuance. |
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At the time of issuance, the liability and equity components of the Convertible notes due 2017 were separately accounted for based on estimates of the Company’s non-convertible debt borrowing rate. The Company determined that the conversion option was indexed to the Company’s own stock and met all of the criteria for equity classification. The initial valuation of the equity component was $33 million, net of $22 million of deferred taxes, recorded within Additional paid-in capital in the Consolidated Balance Sheets during the year ended December 31, 2012. Since the conversion option met all of the criteria for equity classification, there have been no changes in value recorded from the date of issuance. |
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Conversion Features: |
Holders may convert all or any portion of the notes, at their option, prior to December 15, 2016 only upon the occurrence of certain triggering events related to (i) the price of the notes, (ii) the price of the Company’s Common stock, or (iii) upon the occurrence of specified corporate events. Holders may also convert all or any portion of the notes at any time, at their option from, and including, December 15, 2016 through the third scheduled trading day immediately preceding the maturity date. |
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Conversion Based on Note Price. Prior to the close of business on the scheduled trading day immediately preceding December 15, 2016, the notes may be converted during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 in principal amount of the notes for each day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s Common stock and the applicable conversion rate for the notes of such date. |
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Conversion Based on Stock Price. Prior to the close of business on the scheduled trading day immediately preceding December 15, 2016, the notes may be converted during any calendar quarter after the calendar quarter ending March 31, 2012 and only during such calendar quarter, if the last reported sale price of the Company’s Common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect for the notes on each such trading day. |
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The conversion price is $12.79 per share (based on an initial conversion rate of 78.2014 shares per $1,000 principal amount of notes). Upon conversion, the principal amount of the converted notes is payable in cash and the Company will pay or deliver (at its election): (i) cash; (ii) shares of the Company’s Common stock; or (iii) a combination of cash and shares of the Company’s Common stock; to settle amounts due if the conversion value exceeds the principal of the converted notes. As of December 31, 2013, the if-converted value exceeded the principal amount of the notes by $226 million, and the notes met the requirements for conversion. |
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Subject to certain exceptions, the holders of the Convertible notes due 2017 may require the Company to repurchase all or a portion of their notes upon a fundamental change, as defined under the indenture. The Company will generally be required to increase the conversion rate for holders that elect to convert their notes in connection with a make-whole fundamental change, as defined under the indenture. The conversion rate and the conversion price will be subject to adjustment upon the occurrence of certain events as specified in the indenture; however, in no circumstance will the conversion rate exceed 97.7517 shares per $1,000 in principal amount of notes, subject to certain anti-dilution adjustments. |
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Credit Facilities |
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As of December 31, 2013, unsecured borrowing arrangements include a Revolving Credit Facility with $300 million of aggregate commitments and other minor facilities with $5 million of aggregate commitments. |
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Revolving Credit Facility. The Company has an unsecured Revolving Credit Facility that is operating under an Amended and Restated Credit Agreement dated August 2, 2012 among PHH, a group of lenders and JPMorgan Chase Bank, N.A., as administrative agent. The facility has $300 million of aggregate commitments (scheduled to expire between July 1, 2014 and August 2, 2015), as discussed further below. |
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The Amended Credit Facility consists of two tranches: (i) a $250 million revolving credit tranche (“Tranche A”) that is scheduled to expire on August 2, 2015 and (ii) a $50 million revolving credit tranche (“Tranche B”) that is scheduled to expire on July 1, 2014. No borrowing may be made under Tranche B if there is unused availability under Tranche A. Borrowings under the facility are subject to satisfaction of certain conditions, including compliance with a borrowing base coverage ratio test of unencumbered assets (less any balance held in escrow for the 2014 Convertible Notes) to unsecured debt of at least 1.2 to 1. |
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The Company’s obligations under Tranche A are guaranteed by each of its direct, indirect, existing and future domestic subsidiaries, subject to exceptions for (i) securitization subsidiaries, (ii) subsidiaries which are not substantially wholly-owned by the Company and (iii) certain other subsidiaries. The Company’s obligations under Tranche B are not guaranteed by any of its existing subsidiaries. |
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The Revolving Credit Facility is variable-rate and the facility fee and interest rate margin under the facility are subject to change if the Company’s senior unsecured long-term debt ratings are changed by certain credit rating agencies. |
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Debt Covenants |
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Certain debt arrangements require the maintenance of certain financial ratios and contain other affirmative and negative covenants, termination events, and other restrictions, including, but not limited to, covenants relating to material adverse changes, consolidated net worth, liquidity, profitability, and available borrowing capacity maintenance, restrictions on indebtedness of the Company and its material subsidiaries, mergers, liens, liquidations, sale and leaseback transactions, and restrictions on certain types of payments, including dividends and stock repurchases. Certain other debt arrangements, including the Fannie Mae committed facility, contain provisions that permit the Company or our counterparty to terminate the arrangement upon the occurrence of certain events, including those described below. |
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Among other covenants, the Revolving Credit Facility and certain mortgage repurchase facilities require that the Company maintain: (i) on the last day of each fiscal quarter, net worth of at least $1.0 billion; (ii) a ratio of indebtedness to tangible net worth no greater than 5.75 to 1; (iii) a minimum of $1.0 billion in committed mortgage warehouse financing capacity excluding any mortgage warehouse capacity provided by GSEs and certain mortgage gestation facilities; and (iv) a minimum of $750 million in committed third party fleet vehicle lease financing capacity. These covenants represent the most restrictive net worth and debt to equity covenants; however, certain other outstanding debt agreements contain debt to equity covenants that are less restrictive. |
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During 2013, the termination events for the Fannie Mae committed facility were amended to require the Company to maintain (i) on the last day of each fiscal quarter, consolidated net worth of at least $1.0 billion; (ii) on the last day of each fiscal quarter, a ratio of indebtedness to tangible net worth no greater than 6.0 to 1; (iii) a minimum of $1.0 billion in committed mortgage warehouse or gestation facilities, with no more than $500 million of gestation facilities included towards the minimum, but excluding committed or uncommitted loan purchase arrangements or other funding arrangements from Fannie Mae and any mortgage warehouse capacity provided by government sponsored enterprises; and (iv) compliance with certain loan repurchase trigger event criteria related to the aging of outstanding loan repurchase demands by Fannie Mae. |
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As of December 31, 2013, the Company was in compliance with all financial covenants related to its debt arrangements. |
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Under certain of the Company’s financing, servicing, hedging and related agreements and instruments, the lenders or trustees have the right to notify the Company if they believe it has breached a covenant under the operative documents and may declare an event of default. If one or more notices of default were to be given, the Company believes it would have various periods in which to cure certain of such events of default. If the Company does not cure the events of default or obtain necessary waivers within the required time periods, the maturity of certain debt agreements could be accelerated and the ability to incur additional indebtedness could be restricted. In addition, an event of default or acceleration under certain agreements and instruments would trigger cross-default provisions under certain of the Company’s other agreements and instruments. |
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See Note 17, “Stock-Related Matters” for information regarding restrictions on the Company’s ability to pay dividends pursuant to certain debt arrangements. |