Debt and Borrowing Arrangements | 9 Months Ended |
Sep. 30, 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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| | September 30, 2014 | | December 31, 2013 | |
| | | | Wt. Avg- | | | | Wt. Avg- | |
| | | | Interest | | | | Interest | |
| | Balance | | Rate(1) | | Balance | | Rate(1) | |
| | (In millions) | |
Committed warehouse facilities | | $ | 625 | | 2.20% | | $ | 709 | | 2.10% | |
Uncommitted warehouse facilities | | — | | —% | | — | | —% | |
Servicing advance facility | | 118 | | 2.70% | | 66 | | 2.70% | |
Mortgage Asset-Backed Debt | | 743 | | | | 775 | | | |
Term notes | | 625 | | 6.80% | | 795 | | 7.30% | |
Convertible notes(2) | | 212 | | 6.00% | | 454 | | 5.00% | |
Unsecured credit facilities | | — | | —% | | — | | —% | |
Unsecured Debt | | 837 | | | | 1,249 | | | |
Total | | $ | 1,580 | | | | $ | 2,024 | | | |
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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 $33 million and $46 million as of September 30, 2014 and December 31, 2013, respectively. The effective interest rate of the Convertible notes is 13.0%, which includes the accretion of the discount and issuance costs. |
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Assets held as collateral that are not available to pay the Company’s general obligations as of September 30, 2014 consisted of: |
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| | | | Servicing | | | | | |
| | Warehouse | | Advance | | | | | |
| | Facilities | | Facility | | | | | |
| | (In millions) | | | | | |
Restricted cash | | $ | 6 | | $ | 4 | | | | | |
Accounts receivable | | — | | 172 | | | | | |
Mortgage loans held for sale (unpaid principal balance) | | 662 | | — | | | | | |
Total | | $ | 668 | | $ | 176 | | | | | |
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The following table provides the contractual debt maturities as of September 30, 2014: |
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| | Mortgage | | | | | | |
| | Asset-Backed | | Unsecured | | | | |
| | Debt | | Debt(1) | | Total | | |
| | (In millions) | | |
Within one year | | $ | 714 | | $ | — | | $ | 714 | | |
Between one and two years | | 25 | | — | | 25 | | |
Between two and three years | | 4 | | 245 | | 249 | | |
Between three and four years | | — | | — | | — | | |
Between four and five years | | — | | 275 | | 275 | | |
Thereafter | | — | | 350 | | 350 | | |
| | $ | 743 | | $ | 870 | | $ | 1,613 | | |
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(1) 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 or shares at the Company’s election. |
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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 September 30, 2014 consisted of: |
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| | | | | | Maximum | | |
| | Maximum | | Utilized | | Available | | |
| | Capacity | | Capacity | | Capacity | | |
| | (In millions) | | |
Mortgage Asset-Backed Debt: | | | | | | | | |
Committed warehouse facilities | | $ | 2,075 | | $ | 625 | | $ | 1,450 | | |
Servicing advance facility | | 155 | | 118 | | 37 | | |
Unsecured credit facilities | | 5 | | — | | 5 | | |
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Capacity for Mortgage asset-backed debt shown above excludes $2.8 billion not drawn under uncommitted facilities. See Note 15, “Fair Value Measurements,” for the measurement of the fair value of Debt. |
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Mortgage Asset-Backed Debt |
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On February 4, 2014, the committed mortgage repurchase facility with Wells Fargo Bank 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 16, “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. On May 29, 2014, the PSART facility was increased by $25 million to provide a total aggregate maximum principal borrowing capacity of $155 million. |
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On June 20, 2014, the committed variable-rate mortgage repurchase facilities with Credit Suisse First Boston Mortgage Capital LLC were reduced by $100 million to $575 million and renewed for an additional year. The expiration of the facilities is based on a 364-day rolling term and may continue, at CSFB’s option, until the stated expiration of June 17, 2016. |
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On June 20, 2014, the Company extended the term of the $250 million of committed and $250 million of uncommitted capacity with The Royal Bank of Scotland plc to June 19, 2015. |
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On October 9, 2014, the committed mortgage repurchase facility with Bank of America was extended to November 7, 2014, and the total committed capacity was reduced from $400 million to $300 million. |
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Unsecured Debt |
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Convertible Notes |
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On September 1, 2014, the Company retired the $250 million 4% Convertible notes due 2014 at their maturity date. In connection with the issuance of the Notes, the Company entered into two related derivatives. The purchased options expired with the Notes on September 1, 2014, and the warrants gradually expire between December 1, 2014 and May 2015 and have an exercise price of $34.74 per share. |
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As of September 30, 2014, the only outstanding Convertible notes were $245 million of 6.0% Convertible notes with a maturity date of June 15, 2017. 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 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 September 30, 2014, the if-converted value exceeded the principal amount of the notes by $183 million, and the notes met the requirements for conversion. In the third quarter of 2014, $5 million of the notes were converted and settled for $9 million in cash which included a $4 million premium. |
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Term Notes |
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On August 7, 2014, the Company redeemed its $170 million Senior Notes due 2016. The redemption of the notes was completed for $199 million of cash, which included debt retirement premiums of $22 million and accrued and unpaid interest of $7 million. A pre-tax loss of $24 million was recorded in Other operating expenses in the Condensed Consolidated Statements of Operations related to the early repayment of the notes. |
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Credit Facilities |
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On July 7, 2014, the Amended and Restated Credit Agreement which provided the Company with up to $300 million of aggregate commitments was voluntarily terminated in order to facilitate the closing of the sale of the Fleet Business. |
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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 mortgage warehouse borrowing capacity maintenance, restrictions on indebtedness of the Company and its material subsidiaries, mergers, liens, liquidations, 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 the counterparty to terminate the arrangement upon the occurrence of certain events. |
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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; and (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. These covenants represent the most restrictive net worth, liquidity, and debt to equity covenants; however, certain other outstanding debt agreements contain liquidity and debt to equity covenants that are less restrictive. |
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As of September 30, 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. |