Debt | DEBT Debt consists of the following: (In millions) As of December 31, 2019 Principal Outstanding Unamortized Debt Issuance Costs Unamortized Discount Carrying Amount Revolving secured line of credit (1) $ — $ — $ — $ — Secured financing (2) 3,355.6 (15.9 ) — 3,339.7 Senior notes 1,201.8 (13.2 ) (0.8 ) 1,187.8 Mortgage note 11.3 — — 11.3 Total debt $ 4,568.7 $ (29.1 ) $ (0.8 ) $ 4,538.8 (In millions) As of December 31, 2018 Principal Outstanding Unamortized Debt Issuance Costs Unamortized Discount Carrying Amount Revolving secured line of credit (1) $ 171.9 $ — $ — $ 171.9 Secured financing (2) 3,108.7 (16.0 ) — 3,092.7 Senior notes 550.0 (4.5 ) (1.1 ) 544.4 Mortgage note 11.9 — — 11.9 Total debt $ 3,842.5 $ (20.5 ) $ (1.1 ) $ 3,820.9 (1) Excludes deferred debt issuance costs of $3.2 million and $2.9 million as of December 31, 2019 and December 31, 2018 , respectively, which are included in other assets. (2) Warehouse facilities and Term ABS. General information for each of our financing transactions in place as of December 31, 2019 is as follows: (Dollars in millions) Financings Wholly-owned Subsidiary Maturity Date Financing Amount Interest Rate as of December 31, 2019 Revolving Secured n/a 06/22/22 $ 340.0 At our option, either LIBOR plus 187.5 basis points or the prime rate plus 87.5 basis points Warehouse Facility II (1) CAC Warehouse Funding Corp. II 07/12/22 (2) $ 400.0 LIBOR plus 175 basis points (3) Warehouse Facility IV (1) CAC Warehouse Funding LLC IV 07/26/22 (2) $ 300.0 LIBOR plus 200 basis points (3) Warehouse Facility V (1) CAC Warehouse Funding LLC V 08/17/21 (4) $ 100.0 LIBOR plus 190 basis points (3) Warehouse Facility VI (1) CAC Warehouse Funding LLC VI 09/30/22 (2) $ 75.0 LIBOR plus 200 basis points Warehouse Facility VII (1) CAC Warehouse Funding LLC VII 12/16/21 (5) $ 150.0 Commercial paper rate plus 200 basis points (3) Warehouse Facility VIII (1) CAC Warehouse Funding LLC VIII 07/26/22 (2) $ 200.0 LIBOR plus 190 basis points (3) Term ABS 2016-3 (1) Credit Acceptance Funding LLC 2016-3 10/15/18 (2) $ 350.0 Fixed rate Term ABS 2017-1 (1) Credit Acceptance Funding LLC 2017-1 02/15/19 (2) $ 350.0 Fixed rate Term ABS 2017-2 (1) Credit Acceptance Funding LLC 2017-2 06/17/19 (2) $ 450.0 Fixed rate Term ABS 2017-3 (1) Credit Acceptance Funding LLC 2017-3 10/15/19 (2) $ 350.0 Fixed rate Term ABS 2018-1 (1) Credit Acceptance Funding LLC 2018-1 02/17/20 (2) $ 500.0 Fixed rate Term ABS 2018-2 (1) Credit Acceptance Funding LLC 2018-2 05/15/20 (2) $ 450.0 Fixed rate Term ABS 2018-3 (1) Credit Acceptance Funding LLC 2018-3 08/17/20 (2) $ 398.3 Fixed rate Term ABS 2019-1 (1) Credit Acceptance Funding LLC 2019-1 02/15/21 (2) $ 402.5 Fixed rate Term ABS 2019-2 (1) Credit Acceptance Funding LLC 2019-2 08/15/22 (6) $ 500.0 Fixed rate Term ABS 2019-3 (1) Credit Acceptance Funding LLC 2019-3 11/15/21 (2) $ 351.7 Fixed rate 2021 Senior Notes n/a 02/15/21 (7) $ 151.8 Fixed rate 2023 Senior Notes n/a 03/15/23 (7) $ 250.0 Fixed rate 2024 Senior Notes n/a 12/31/24 $ 400.0 Fixed rate 2026 Senior Notes n/a 03/15/26 $ 400.0 Fixed rate Mortgage Note Chapter 4 Properties, LLC 08/06/23 $ 12.0 LIBOR plus 150 basis points (1) Financing made available only to a specified subsidiary of the Company. (2) Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date based on the cash flows of the pledged assets. (3) Interest rate cap agreements are in place to limit the exposure to increasing interest rates. (4) Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on August 17, 2023 will be due on that date. (5) Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on December 16, 2023 will be due on that date. (6) Represents the revolving maturity date. The Company has the option to redeem and retire the indebtedness after the revolving maturity date. If we do not elect this option, the outstanding balance will amortize based on the cash flows of the pledged assets. (7) On January 17, 2020, we used a portion of the net proceeds from the 2024 senior notes to redeem the remaining $151.8 million outstanding principal amount of the 2021 senior notes. We intend to use the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility and cash on hand to the extent available, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on or around March 15, 2020. Additional information related to the amounts outstanding on each facility is as follows: (In millions) For the Years Ended December 31, 2019 2018 Revolving Secured Line of Credit Maximum outstanding principal balance $ 282.9 $ 265.4 Average outstanding principal balance 77.2 40.6 Warehouse Facility II Maximum outstanding principal balance $ 201.0 $ 201.0 Average outstanding principal balance 78.0 3.3 Warehouse Facility IV Maximum outstanding principal balance $ 100.0 $ 99.0 Average outstanding principal balance 1.1 0.5 Warehouse Facility V Maximum outstanding principal balance $ 35.0 $ 99.0 Average outstanding principal balance 0.9 1.1 Warehouse Facility VI Maximum outstanding principal balance $ — $ 75.0 Average outstanding principal balance — 0.4 Warehouse Facility VII Maximum outstanding principal balance $ 101.5 $ 150.0 Average outstanding principal balance 7.1 7.8 Warehouse Facility VIII Maximum outstanding principal balance $ 145.3 $ — Average outstanding principal balance 7.2 — (Dollars in millions) As of December 31, 2019 2018 Revolving Secured Line of Credit Principal balance outstanding $ — $ 171.9 Amount available for borrowing (1) 340.0 178.1 Interest rate — % 4.38 % Warehouse Facility II Principal balance outstanding $ — $ — Amount available for borrowing (1) 400.0 400.0 Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral 1.0 1.0 Interest rate — % — % Warehouse Facility IV Principal balance outstanding $ — $ — Amount available for borrowing (1) 300.0 250.0 Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral 1.0 1.0 Interest rate — % — % Warehouse Facility V Principal balance outstanding $ — $ — Amount available for borrowing (1) 100.0 100.0 Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral 1.0 1.0 Interest rate — % — % Warehouse Facility VI Principal balance outstanding $ — $ — Amount available for borrowing (1) 75.0 75.0 Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral — 0.1 Interest rate — % — % Warehouse Facility VII Principal balance outstanding $ — $ — Amount available for borrowing (1) 150.0 150.0 Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral 1.0 1.0 Interest rate — % — % Warehouse Facility VIII Principal balance outstanding $ — $ — Amount available for borrowing (1) 200.0 — Loans pledged as collateral — — Restricted cash and cash equivalents pledged as collateral — — Interest rate — % — % Term ABS 2016-1 Principal balance outstanding $ — $ 125.3 Loans pledged as collateral — 320.8 Restricted cash and cash equivalents pledged as collateral — 29.6 Interest rate — % 4.41 % Term ABS 2016-2 Principal balance outstanding $ — $ 184.5 Loans pledged as collateral — 335.0 Restricted cash and cash equivalents pledged as collateral — 28.3 Interest rate — % 3.20 % Term ABS 2016-3 Principal balance outstanding $ 51.8 $ 300.6 Loans pledged as collateral 219.5 392.7 Restricted cash and cash equivalents pledged as collateral 23.5 30.7 Interest rate 3.60 % 2.59 % Term ABS 2017-1 Principal balance outstanding $ 120.9 $ 350.0 Loans pledged as collateral 292.8 429.8 Restricted cash and cash equivalents pledged as collateral 26.1 30.9 Interest rate 3.19 % 2.78 % Term ABS 2017-2 Principal balance outstanding $ 277.2 $ 450.0 Loans pledged as collateral 426.7 548.4 Restricted cash and cash equivalents pledged as collateral 35.1 39.4 Interest rate 2.83 % 2.72 % Term ABS 2017-3 Principal balance outstanding $ 303.2 $ 350.0 Loans pledged as collateral 393.0 426.1 Restricted cash and cash equivalents pledged as collateral 29.3 28.6 Interest rate 2.91 % 2.88 % Term ABS 2018-1 Principal balance outstanding $ 500.0 $ 500.0 Loans pledged as collateral 609.5 614.5 Restricted cash and cash equivalents pledged as collateral 43.8 41.8 Interest rate 3.24 % 3.24 % Term ABS 2018-2 Principal balance outstanding $ 450.0 $ 450.0 Loans pledged as collateral 550.4 552.2 Restricted cash and cash equivalents pledged as collateral 37.6 36.3 Interest rate 3.68 % 3.68 % Term ABS 2018-3 Principal balance outstanding $ 398.3 $ 398.3 Loans pledged as collateral 487.7 578.8 Restricted cash and cash equivalents pledged as collateral 32.3 33.6 Interest rate 3.72 % 3.72 % Term ABS 2019-1 Principal balance outstanding $ 402.5 $ — Loans pledged as collateral 490.2 — Restricted cash and cash equivalents pledged as collateral 31.9 — Interest rate 3.53 % — % Term ABS 2019-2 Principal balance outstanding $ 500.0 $ — Loans pledged as collateral 628.5 — Restricted cash and cash equivalents pledged as collateral 38.6 — Interest rate 3.13 % — % Term ABS 2019-3 Principal balance outstanding $ 351.7 $ — Loans pledged as collateral 428.6 — Restricted cash and cash equivalents pledged as collateral 27.2 — Interest rate 2.56 % — % 2021 Senior Notes Principal balance outstanding $ 151.8 $ 300.0 Interest rate 6.125 % 6.125 % 2023 Senior Notes Principal balance outstanding $ 250.0 $ 250.0 Interest rate 7.375 % 7.375 % 2024 Senior Notes Principal balance outstanding $ 400.0 $ — Interest rate 5.125 % — % 2026 Senior Notes Principal balance outstanding $ 400.0 $ — Interest rate 6.625 % — % Mortgage Note Principal balance outstanding $ 11.3 $ 11.9 Interest rate 3.21 % 3.85 % (1) Availability may be limited by the amount of assets pledged as collateral. Revolving Secured Line of Credit Facility We have a $ 340.0 million revolving secured line of credit facility with a commercial bank syndicate. Borrowings under the revolving secured line of credit facility, including any letters of credit issued under the facility, are subject to a borrowing-base limitation. This limitation equals 80% of the value of Loans, as defined in the agreement, less a hedging reserve (not exceeding $ 1.0 million ), and the amount of other debt secured by the collateral which secures the revolving secured line of credit facility. Borrowings under the revolving secured line of credit facility agreement are secured by a lien on most of our assets. Warehouse Facilities We have six Warehouse facilities with total borrowing capacity of $ 1,225.0 million . Each of the facilities is with a different lender or group of lenders. Under each Warehouse facility, we can contribute Loans to our wholly-owned subsidiaries in return for cash and equity in each subsidiary. In turn, each subsidiary pledges the Loans as collateral to lenders to secure financing that will fund the cash portion of the purchase price of the Loans. The financing provided to each subsidiary under the applicable facility is generally limited to the lesser of 80% of the value of the contributed Loans, as defined in the agreements, plus the restricted cash and cash equivalents pledged as collateral on such Loans or the facility limit. The financings create indebtedness for which the subsidiaries are liable and which is secured by all the assets of each subsidiary. Such indebtedness is non-recourse to us, even though we are consolidated for financial reporting purposes with the subsidiaries. Because the subsidiaries are organized as legal entities separate from us, their assets (including the contributed Loans) are not available to our creditors. The subsidiaries pay us a monthly servicing fee equal to 6% of the collections received with respect to the contributed Loans. The servicing fee is paid out of the collections. Except for the servicing fee and holdback payments due to Dealers, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full. If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied. Term ABS Financings We have wholly-owned subsidiaries (the “Funding LLCs”) that have completed secured financing transactions with qualified institutional investors or lenders. In connection with these transactions, we contributed Loans on an arms-length basis to each Funding LLC for cash and the sole membership interest in that Funding LLC. In turn, each Funding LLC, other than that of Term ABS 2019-2, contributed the Loans to a respective trust that issued notes to qualified institutional investors. The Funding LLC for the Term ABS 2019-2 transaction pledged the Loans to a lender. The Term ABS 2016-3, 2017-1, 2017-2, 2017-3, 2018-1, 2018-2, 2018-3, 2019-1 and 2019-3 transactions each consist of three classes of notes. Each financing at the time of issuance has a specified revolving period during which we are likely to contribute additional Loans to each Funding LLC. Each Funding LLC (other than that of Term ABS 2019-2) will then contribute the Loans to its respective trust. At the end of the applicable revolving period, the debt outstanding under each financing will begin to amortize. The financings create indebtedness for which the trusts or Funding LLCs are liable and which is secured by all the assets of each trust or Funding LLC. Such indebtedness is non-recourse to us, even though we are consolidated for financial reporting purposes with the trusts and the Funding LLCs. Because the Funding LLCs are organized as legal entities separate from us, their assets (including the contributed Loans) are not available to our creditors. We receive a monthly servicing fee on each financing equal to 6% of the collections received with respect to the contributed Loans. The fee is paid out of the collections. Except for the servicing fee and Dealer Holdback payments due to Dealers, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full. If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied. However, in our capacity as servicer of the Loans, we do have a limited right to exercise a “clean-up call” option to purchase Loans from the Funding LLCs and/or the trusts under certain specified circumstances. For those Funding LLCs with a trust, when the trust’s underlying indebtedness is paid in full, either through collections or through a prepayment of the indebtedness, the trust is to pay any remaining collections over to its Funding LLC as the sole beneficiary of the trust. For all Funding LLCs, after the indebtedness is paid in full, any remaining collections will ultimately be available to be distributed to us as the sole member of the respective Funding LLC. The table below sets forth certain additional details regarding the outstanding Term ABS financings: (Dollars in millions) Term ABS Financings Close Date Net Book Value of Loans Contributed at Closing Revolving Period Term ABS 2016-3 October 27, 2016 $ 437.8 Through October 15, 2018 Term ABS 2017-1 February 23, 2017 437.8 Through February 15, 2019 Term ABS 2017-2 June 29, 2017 563.2 Through June 17, 2019 Term ABS 2017-3 October 26, 2017 437.6 Through October 15, 2019 Term ABS 2018-1 February 22, 2018 625.1 Through February 17, 2020 Term ABS 2018-2 May 24, 2018 562.6 Through May 15, 2020 Term ABS 2018-3 August 23, 2018 500.1 Through August 17, 2020 Term ABS 2019-1 February 21, 2019 503.1 Through February 15, 2021 Term ABS 2019-2 August 28, 2019 625.1 Through August 15, 2022 Term ABS 2019-3 November 21, 2019 439.6 Through November 15, 2021 Senior Notes On December 18, 2019, we issued $400.0 million aggregate principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”). The 2024 senior notes were issued pursuant to an indenture, dated as of December 18, 2019, among the Company, as issuer, the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc., as guarantors (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee. The 2024 senior notes mature on December 31, 2024 and bear interest at a rate of 5.125% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on June 30 and December 31 of each year, beginning on June 30, 2020. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of our 6.125% senior notes due 2021 (the “2021 senior notes”), of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We intend to use the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility and cash on hand to the extent available, to redeem in full the $250.0 million outstanding principal amount of our 7.375% senior notes due 2023 (the “2023 senior notes”) on or around March 15, 2020. During the fourth quarter of 2019, we recognized a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of the 2021 senior notes in the fourth quarter of 2019 and the irrevocable notice given in December 2019 for the redemption of the remaining 2021 senior notes in the first quarter of 2020. On March 7, 2019, we issued $400.0 million aggregate principal amount of 6.625% senior notes due 2026 (the “2026 senior notes”). The 2026 senior notes were issued pursuant to an indenture, dated as of March 7, 2019, among the Company, as issuer, the Guarantors, and U.S. Bank National Association, as trustee. The 2026 senior notes mature on March 15, 2026 and bear interest at a rate of 6.625% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2019. We used the net proceeds from the offering of the 2026 senior notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility. On March 30, 2015 , we issued $250.0 million aggregate principal amount of 2023 senior notes pursuant to an indenture, dated as of March 30, 2015 , among the Company, as issuer, the Guarantors, and U.S. Bank National Association, as trustee. The 2023 senior notes mature on March 15, 2023 and bear interest at a rate of 7.375% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2015. The 2023 senior notes were issued at a price of 99.266% of their aggregate principal amount, resulting in gross proceeds of $248.2 million , and a yield to maturity of 7.5% per annum. We used the net proceeds from the offering of the 2023 senior notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility. We intend to use the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility and cash on hand to the extent available, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on or around March 15, 2020. On January 22, 2014 , we issued $300.0 million aggregate principal amount of 2021 senior notes pursuant to an indenture, dated as of January 22, 2014 , among the Company, the Guarantors, and U.S. Bank National Association, as trustee. The 2021 senior notes mature on February 15, 2021 and bear interest at a rate of 6.125% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2014. We used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million aggregate principal amount of our 9.125% first priority senior secured notes due 2017 (the “2017 senior notes”) on February 21, 2014 . During the first quarter of 2014, we recognized a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. All of the 2021, 2023, 2024 and 2026 senior notes (the "senior notes") are guaranteed on a senior basis by the Guarantors, which are also guarantors of obligations under our revolving secured line of credit facility. Other existing and future subsidiaries of ours may become guarantors of the senior notes in the future. The indentures for the senior notes provide for a guarantor of the senior notes to be released from its obligations under its guarantee of the senior notes under specified circumstances. Mortgage Note On August 6, 2018 , we entered into a $12.0 million mortgage note with a commercial bank that is secured by a first mortgage lien on a building acquired by us and an assignment of all leases, rents, revenues and profits under all present and future leases of the building. The note matures on August 6, 2023, and bears interest at LIBOR plus 150 basis points. Principal Debt Maturities The scheduled principal maturities of our debt as of December 31, 2019 are as follows: (In millions) Year Revolving Secured Line of Credit Facility Warehouse Facilities Term ABS Financings (1) Senior Notes Mortgage Note Total 2020 $ — $ — $ 1,376.0 $ 151.8 $ 0.7 $ 1,528.5 2021 — — 1,017.2 — 0.7 1,017.9 2022 — — 915.5 — 0.7 916.2 2023 — — 46.9 250.0 9.2 306.1 2024 — — — 400.0 — 400.0 Thereafter — — — 400.0 — 400.0 Total $ — $ — $ 3,355.6 $ 1,201.8 $ 11.3 $ 4,568.7 (1) The principal maturities of the Term ABS transactions are estimated based on forecasted collections. Debt Covenants As of December 31, 2019 , we were in compliance with our covenants under the revolving secured line of credit facility and our Warehouse facilities, including those that require the maintenance of certain financial ratios and other financial conditions. These covenants require a minimum ratio of (1) our net earnings, adjusted for specified items, before income taxes, depreciation, amortization and fixed charges to (2) our fixed charges. These covenants also limit the maximum ratio of our funded debt less unrestricted cash and cash equivalents to tangible net worth. Additionally, we must maintain consolidated net income of not less than $1 for the two most recently ended fiscal quarters. Some of these covenants may indirectly limit the repurchase of common stock or payment of dividends on common stock. Our Warehouse facilities also contain covenants that measure the performance of the contributed assets. Our Term ABS financings also contain covenants that measure the performance of the contributed assets. As of December 31, 2019 , we were in compliance with all such covenants. As of the end of the year, we were also in compliance with our covenants under the senior notes indentures. |