MARRIOTT VACATIONS WORLDWIDE Corp
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
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Sep 30, 2024 · Filed Nov 7, 2024
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11. Securitized Debt
| 11. | SECURITIZED DEBT |
The following table provides detail on our securitized debt, net of unamortized debt discount and issuance costs.
| ($ in millions) | At September 30, 2024 | At December 31, 2023 |
|---|---|---|
| Vacation ownership notes receivable securitizations, gross(1) | $2,276 | $1,971 |
| Unamortized debt discount and issuance costs | (28) | (23) |
| 2,248 | 1,948 | |
| Warehouse Credit Facility, gross | — | 150 |
| Unamortized debt issuance costs(2) | — | (2) |
| — | 148 | |
| $2,248 | $2,096 | |
| (1)Interest rates as of September 30, 2024 range from 1.5% to 6.6%, with a weighted average interest rate of 4.7%. | ||
| (2)Excludes $2 million of unamortized debt issuance costs as of September 30, 2024, as no cash borrowings were outstanding on the Warehouse Credit Facility at that time. | ||
All of our securitized debt is non-recourse. See Footnote 15 “Variable Interest Entities” for a discussion of the collateral for the non-recourse debt associated with our securitized debt.
The following table shows anticipated future principal payments for our securitized debt as of September 30, 2024.
| Vacation OwnershipNotes Receivable Securitizations | |
|---|---|
| ($ in millions) | |
| Payment Year | |
| 2024, remaining | $50 |
| 2025 | 189 |
| 2026 | 197 |
| 2027 | 202 |
| 2028 | 203 |
| Thereafter | 1,435 |
| $2,276 | |
Vacation Ownership Notes Receivable Securitizations
Each of the securitized vacation ownership notes receivable transactions contains various triggers relating to the performance of the underlying vacation ownership notes receivable. If a pool of securitized vacation ownership notes receivable fails to perform within the pool’s established parameters (default or delinquency thresholds vary by transaction), transaction provisions effectively redirect the monthly excess spread we would otherwise receive from that pool (attributable to the interests we retained) to accelerate the principal payments to investors (taking into account the subordination of the different tranches to the extent there are multiple tranches) until the performance trigger is cured. During the third quarter of 2024, and as of September 30, 2024, we had 15 securitized vacation ownership notes receivable pools outstanding, none of which were out of compliance with their respective established parameters.
As the contractual terms of the underlying securitized vacation ownership notes receivable determine the maturities of the non-recourse debt associated with them, actual maturities may occur earlier than shown above due to prepayments by the vacation ownership notes receivable obligors.
During the first quarter of 2024, we securitized a pool of $439 million of vacation ownership notes receivable. In connection with the securitization, $430 million in vacation ownership loan backed notes were issued by MVW 2024-1 LLC (the “2024-1 LLC”) in a private placement. Three classes of vacation ownership loan backed notes were issued by the 2024-1 LLC: $284 million of Class A Notes, $89 million of Class B Notes, and $57 million of Class C Notes. The Class A Notes have an interest rate of 5.32%, the Class B Notes have an interest rate of 5.51%, and the Class C Notes have an interest rate of 6.20%, for an overall weighted average interest rate of 5.48%. Proceeds from the transaction, net of fees and a reserve, were used to repay the outstanding obligations on our warehouse credit facility (the “Warehouse Credit Facility”) and for other general corporate purposes.
During the third quarter of 2024, we securitized a pool of $454 million of vacation ownership notes receivable. In connection with the securitization, $445 million in vacation ownership loan backed notes were issued by MVW 2024-2 LLC (the “2024-2 LLC”) in a private placement. Three classes of vacation ownership loan backed notes were issued by the 2024-2 LLC: $307 million of Class A Notes, $86 million of Class B Notes, and $52 million of Class C Notes. The Class A Notes have an interest rate of 4.43%, the Class B Notes have an interest rate of 4.58%, and the Class C Notes have an interest rate of 4.92%, for an overall weighted average interest rate of 4.52%. Proceeds from the transaction, net of fees, were used to repay the outstanding obligations on our Warehouse Credit Facility and for other general corporate purposes.
Warehouse Credit Facility
During the second quarter of 2024, we amended certain agreements associated with our Warehouse Credit Facility (the “Warehouse Amendment”). The Warehouse Amendment extended the revolving period from May 31, 2025 to June 11, 2026, and modified the benchmark interest rate applicable to most borrowings under the Warehouse Credit Facility to the Secured Overnight Financing Rate (“SOFR”). The Warehouse Amendment removed the use of Adjusted SOFR, which was defined as SOFR plus a 0.10% adjustment. Additionally, as part of the Warehouse Amendment, the credit spread was changed from 135 basis points over Adjusted SOFR to 115 basis points over SOFR. The Warehouse Amendment made no other material changes to the Warehouse Credit Facility.
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