Quarterly report pursuant to Section 13 or 15(d)

Nonrecourse Debt

v3.2.0.727
Nonrecourse Debt
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Nonrecourse Debt
8. Nonrecourse Debt

Asset-Backed Nonrecourse Notes

In December 2013, through certain of our subsidiaries, we issued in a private placement $100 million of nonrecourse asset-backed Notes (the “Notes”) with a fixed interest rate of 2.79%. The Notes mature in December 2019 and are secured by certain of our financing receivables included on our balance sheet. The Noteholders can only look to the cash flows of the pledged financing receivables to satisfy the Notes and we are not liable for nonpayment by the obligor of the financing receivables securing these Notes. As of June 30, 2015 and December 31, 2014, we had approximately $89 million and $92 million, respectively, of Notes outstanding, which were secured by approximately $103 million and $104 million, respectively, of our financing receivables included on our balance sheet. Upon maturity, the Notes are anticipated to have an outstanding debt balance of approximately $57 million. The Notes may be prepaid prior to December 2018, with a make-whole payment calculated as the present value of remaining principal and interest payments using a discount rate equal to the comparable-maturity treasury yield plus 50 basis points. After December 2018, the Notes may be prepaid at par. At maturity, we will have the option to rollover the remaining debt with a mutually agreed term and rate or repay the outstanding balance.

In October 2014, through certain of our subsidiaries, we entered into a $115 million nonrecourse asset-backed loan agreement (the “ABS Loan Agreement”) with a fixed interest rate of 5.74% that matures in September 2021. Principal and interest is paid quarterly starting in March 2015 with a minimum principal payment amount equal to one-half percent (0.5%) of the principal amount of the loan plus additional principal payments based on available cash flow and a target debt balance. HAT Holdings II LLC, an indirect TRS subsidiary of the Company, has pledged its 100% ownership of the equity in HA Wind LLC which in turn has pledged all of its assets, which consists primarily of a 50% ownership interest in one of our joint ventures, as security for the loan. The loan is otherwise non-recourse to the Company. The expected remaining debt balance to be repaid at the maturity date is approximately $17 million. The ABS Loan Agreement contains terms, conditions, covenants, and representations and warranties from HA Wind LLC that are customary and typical for a transaction of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The ABS Loan Agreement also includes customary events of default, the occurrence of which may result in termination of the Loan Agreement, acceleration of amounts due, and accrual of default interest at a rate of 7.74%.

We incurred approximately $2 million of costs associated with our asset-backed nonrecourse debt that have been capitalized (included in other assets on the consolidated balance sheets) and are being amortized using the effective interest method over the respective term.

Other Nonrecourse Debt

We have other nonrecourse debt that was used to finance certain of our financing receivables for the term of the financing receivables. Amounts due under nonrecourse notes are secured by financing receivables with a carrying value of approximately $104 million and $108 million as of June 30, 2015 and December 31, 2014, respectively, and there is no recourse to our general assets. Debt service payment requirements, in a majority of cases, are equal to or less than the cash flows received from the underlying financing receivables.

Analyses of other nonrecourse debt by interest rate are as follows:

 

As of June 30, 2015

  Balance     Maturity  
    (amounts in millions)  

Fixed-rate promissory notes, interest rates from 2.26% to 5.00% per annum

  $ 34        2017 to 2032   

Fixed-rate promissory notes, interest rates from 5.01% to 6.50% per annum

    52        2015 to 2031   

Fixed-rate promissory notes, interest rates from 6.51% to 8.00% per annum

    22        2015 to 2031   
 

 

 

   

Other nonrecourse debt

  $ 108     
 

 

 

   

 

As of December 31, 2014

  Balance     Maturity  
    (amounts in millions)  

Fixed-rate promissory notes, interest rates from 2.06% to 5.00% per annum

  $ 32        2015 to 2032   

Fixed-rate promissory notes, interest rates from 5.01% to 6.50% per annum

    58        2015 to 2031   

Fixed-rate promissory notes, interest rates from 6.51% to 8.00% per annum

    23        2015 to 2031   
 

 

 

   

Other nonrecourse debt

  $ 113     
 

 

 

   

The stated minimum maturities of nonrecourse debt as of June 30, 2015, were as follows:

 

     Nonrecourse Debt  

As of June 30,

   Asset Backed
Nonrecourse Notes
     Other Nonrecourse
Debt
     Total  
     (amounts in millions)  

2016

   $ 22       $ 17       $ 39   

2017

     20         16         36   

2018

     20         11         31   

2019

     21         5         26   

2020

     82         4         86   

Thereafter

     33         55         88   
  

 

 

    

 

 

    

 

 

 
   $ 198       $ 108       $ 306