Debt and Borrowing Arrangements | 3 Months Ended |
Mar. 31, 2014 |
Debt and Borrowing Arrangements | ' |
Debt and Borrowing Arrangements | ' |
9. Debt and Borrowing Arrangements |
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The following table summarizes the components of Debt: |
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| | March 31, 2014 | | December 31, 2013 | | | |
| | | | Wt. Avg- | | | | Wt. Avg- | | | |
| | | | Interest | | | | Interest | | | |
| | Balance | | Rate(1) | | Balance | | Rate(1) | | | |
| | (In millions) | | | |
Term notes, in amortization | | $ | 1,237 | | 1.00% | | $ | 1,406 | | 1.00% | | | |
Term notes, in revolving period | | 1,500 | | 0.70% | | 700 | | 0.70% | | | |
Variable-funding notes | | 700 | | 2.10% | | 1,358 | | 1.40% | | | |
Other | | 15 | | 5.10% | | 17 | | 5.00% | | | |
Vehicle Management Asset-Backed Debt | | 3,452 | | | | 3,481 | | | | | |
| | — | | —% | | — | | —% | | | |
Secured Canadian credit facility | | |
| | 510 | | 2.30% | | 709 | | 2.10% | | | |
Committed warehouse facilities | | |
Uncommitted warehouse facilities | | — | | —% | | — | | —% | | | |
Servicing advance facility | | 117 | | 2.70% | | 66 | | 2.70% | | | |
Mortgage Asset-Backed Debt | | 627 | | | | 775 | | | | | |
Term notes | | 795 | | 7.30% | | 795 | | 7.30% | | | |
Convertible notes(2) | | 460 | | 5.00% | | 454 | | 5.00% | | | |
Unsecured credit facilities | | — | | —% | | — | | —% | | | |
Unsecured Debt | | 1,255 | | | | 1,249 | | | | | |
| | $ | 5,334 | | | | $ | 5,505 | | | | | |
Total | | |
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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 $40 million and $46 million as of March 31, 2014 and December 31, 2013, 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 March 31, 2014 consisted of: |
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| | Vehicle | | Mortgage | | | | | | | |
| | Asset-Backed | | Asset-Backed | | | | | | | |
| | Debt | | Debt | | | | | | | |
| | (In millions) | | | | | | | |
Restricted cash | | $ | 243 | | $ | 64 | | | | | | | |
Accounts receivable | | 45 | | 97 | | | | | | | |
Mortgage loans held for sale (unpaid principal balance) | | — | | 528 | | | | | | | |
Net investment in fleet leases | | 3,574 | | — | | | | | | | |
Total | | $ | 3,862 | | $ | 689 | | | | | | | |
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The following table provides the contractual debt maturities as of March 31, 2014: |
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| | Vehicle | | Mortgage | | | | | |
| | Asset-Backed | | Asset-Backed | | Unsecured | | | |
| | Debt(1) | | Debt | | Debt(2) | | Total | |
| | (In millions) | |
Within one year | | $ | 959 | | $ | 510 | | $ | 250 | | $ | 1,719 | |
Between one and two years | | 1,094 | | 89 | | 170 | | 1,353 | |
Between two and three years | | 797 | | 28 | | — | | 825 | |
Between three and four years | | 467 | | — | | 250 | | 717 | |
Between four and five years | | 127 | | — | | — | | 127 | |
Thereafter | | 8 | | — | | 625 | | 633 | |
| | $ | 3,452 | | $ | 627 | | $ | 1,295 | | $ | 5,374 | |
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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 March 31, 2014 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 | | $ | 1,500 | | $ | 1,500 | | $ | — | | | | |
Variable-funding notes | | 1,839 | | 700 | | 1,139 | | | | |
Secured Canadian credit facility | | 23 | | — | | 23 | | | | |
Mortgage Asset-Backed Debt: | | | | | | | | | | |
Committed warehouse facilities | | 2,189 | | 510 | | 1,679 | | | | |
Servicing advance facility | | 130 | | 117 | | 13 | | | | |
Unsecured credit facilities(1) | | 305 | | — | | 305 | | | | |
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-1 | Capacity amount shown reflect the contractual maximum capacity of the facilities. As of March 31, 2014, the total available capacity of these facilities is $26 million, after applying the applicable borrowing base coverage ratio tests. | | | | | | | | | | | |
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Capacity for Mortgage asset-backed debt shown above excludes $2.8 billion not drawn under uncommitted facilities. See Note 14, “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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On March 11, 2014, Chesapeake Funding LLC (“Chesapeake”) issued $800 million of Series 2014-1 Term notes. Proceeds from the notes were used to repay a portion of the Series 2013-2 variable-funding notes. On March 20, 2014, the total commitments under the Series 2013-2 and 2013-3 notes were reduced from $1.3 billion to $1.1 billion. |
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Secured Canadian Credit Facility |
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On March 21, 2014, the Secured Canadian credit facility was amended to decrease the committed revolving capacity from $118 |
million (C$125 million) to $23 million (C$25 million). |
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Mortgage Asset-Backed Debt |
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On February 4, 2014, the Wells Fargo facility was extended to February 3, 2015, and the total committed capacity was reduced from $450 million to $350 million. |
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In the first quarter of 2014, PHH Servicer Advance Receivables Trust (“PSART”), a special purpose bankruptcy remote trust was formed for the purpose of issuing asset-backed notes secured by servicing advance receivables. PSART was consolidated as a result of the determination that the Company is the primary beneficiary of the variable interest entity, as discussed in Note 15, “Variable Interest Entities”. On March 10, 2014, PSART issued variable funding notes with an aggregate maximum principal amount of $130 million. Upon closing, a portion of the proceeds were used to repay the outstanding balance of the Fannie Mae Servicing advance facility. The notes have a revolving period through March 9, 2015 and the final maturity of the notes is March 15, 2017. |
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Unsecured Debt |
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Convertible Notes |
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As of March 31, 2014, 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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Holders of the Convertible notes due 2014 may convert all or any portion at any time from, and including, March 1, 2014 through the third business day immediately preceding their maturity on September 1, 2014. As of March 31, 2014, the amount that the if-converted value exceeded the principal amount of the notes was not material. The 2014 notes 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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Holders of the Convertible notes due 2017 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 of the Convertible notes due 2017 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. 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 March 31, 2014, the if-converted value exceeded the principal amount of the notes by $255 million, and the notes met the requirements for conversion. |
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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. |
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There were no significant amendments to the terms of debt covenants during the three months ended March 31, 2014. As of March 31, 2014, 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. |