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Debt
3 Months Ended
Jun. 30, 2011
DEBT

8. DEBT

The Company has two types of debt reported on its condensed consolidated balance sheet: non-recourse and recourse debt. Non-recourse debt is used to fund investments and capital expenditures for the construction and acquisition of electric power plants, wind projects, distribution companies and other project-related investments at our subsidiaries. Non-recourse debt is generally secured by the capital stock, physical assets, contracts and cash flows of the related subsidiary. Absent guarantees, intercompany loans or other credit support, the default risk is limited to the respective business and is without recourse to the Parent Company and other subsidiaries, though the Company's equity investments and/or subordinated loans to projects (if any) are at risk. Recourse debt is direct borrowings by the Parent Company and is used to fund development, construction or acquisitions, including serving as funding for equity investments or loans to the affiliates. The Parent Company's debt is, among other things, recourse to the Parent Company and is structurally subordinated to the affiliates' debt.

The following table summarizes the carrying amount and estimated fair values of the Company's recourse and non-recourse debt as of June 30, 2011 and December 31, 2010:

 

  June 30, 2011 December 31, 2010
  Carrying Fair Carrying Fair
  Amount Value Amount Value
             
  (in millions)
Non-recourse debt $ 15,242 $ 15,648 $ 14,939 $ 15,269
Recourse debt   6,193   6,531   4,612   4,868
Total debt $ 21,435 $ 22,179 $ 19,551 $ 20,137

Recourse and non-recourse debt are carried at amortized cost. The fair value of recourse debt is estimated based on quoted market prices. The fair value of non-recourse debt is estimated differently based upon the type of loan. The fair value of fixed rate loans is estimated using quoted market prices, if available, or a discounted cash flow analysis. In the discounted cash flow analysis, the discount rate is based on the credit rating of the individual debt instruments if available, or the credit rating of the subsidiary. If the subsidiary's credit rating is not available, a synthetic credit rating is determined using certain key metrics, including cash flow ratios and interest coverage, as well as other industry specific factors. For subsidiaries located outside the U.S., in the event that the country rating is lower than the credit rating previously determined, the country rating is used for the purposes of the discounted cash flow analysis. The fair value of recourse and non-recourse debt excludes accrued interest at the valuation date.

The fair value was determined using available market information as of June 30, 2011. The Company is not aware of any factors that would significantly affect the fair value amounts subsequent to June 30, 2011.

Non-Recourse Debt

The following table summarizes the Company's subsidiary non-recourse debt in default or accelerated as of June 30, 2011 and is in the current portion of non-recourse debt unless otherwise indicated:

   Primary Nature  June 30, 2011
 Subsidiary of Default Default Amount Net Assets
          
     (in millions)
 Maritza Covenant $ 1,040 $ 270
 Sonel Covenant   395   382
 Kelanitissa Covenant   22   10
 Total   $ 1,457   

Included in “Current liabilities of discontinued and held for sale businesses” in the condensed consolidated balance sheet as of June 30, 2011 is approximately $178 million of non-recourse debt relating to our businesses in New York, which has been classified as current due to certain facts and circumstances that create significant uncertainty about the business's ability to generate sufficient cash flows and remain in compliance with the terms of its contractual obligations in the next twelve months.

None of the subsidiaries that are currently in default are subsidiaries that met the applicable definition of materiality under AES' corporate debt agreements as of June 30, 2011 in order to trigger an event of default or permit acceleration under such indebtedness. The bankruptcy or acceleration of material amounts of debt at such entities would cause a cross default under the recourse senior secured credit facility. However, as a result of additional dispositions of assets, other significant reductions in asset carrying values or other matters in the future that may impact our financial position and results of operations or the financial position or results of operations of an individual subsidiary, it is possible that one or more of these subsidiaries could fall within the definition of a “material subsidiary” and thereby a bankruptcy or an acceleration of its non-recourse debt trigger an event of default and possible acceleration of the indebtedness under the AES Parent Company's outstanding debt securities.

Recourse Debt

During the three months ended June 30, 2011, the Company secured recourse debt of $2.05 billion, which may be used as permanent financing for the acquisition of DPL Inc. (“DPL”), as discussed below. On May 27, 2011, the Company secured a $1.05 billion term loan under a senior secured credit facility (the "senior secured term loan"). The senior secured term loan will bear annual interest, at the Company's option, at a variable rate of LIBOR plus 3.25% or Base Rate plus 2.25%, and will mature on the seventh anniversary of the closing date. The senior secured term loan is subject to certain customary representations, covenants and events of default.

On June 15, 2011, the Company closed on the offering of $1 billion aggregate principal amount of 7.375% senior unsecured notes maturing July 1, 2021 (the "2021 Notes"). Upon a change of control, the Company must offer to repurchase the 2021 Notes at a price equal to 101% of principal, plus accrued interest. The 2021 Notes are also subject to certain covenants restricting the ability of the Company to incur additional secured debt; to enter into sale-lease back transactions; to consolidate, merge, convey or transfer substantially all of its assets; as well as other covenants and events of default that are customary for debt securities like the 2021 Notes.

The proceeds of the senior secured term loan and the 2021 Notes may, among other things, be used to partially finance the Company's contemplated acquisition of DPL Inc, as discussed further in Note ##DISPOSITIONS—Acquisitions.

During May 2011, the Company entered into interest rate locks to hedge the risk of changes in LIBOR until the forecasted issuance of the 2021 Notes. The Company paid $24 million to settle those interest rate locks as of June 15, 2011. The payment was recognized in accumulated other comprehensive income and is being amortized over the life of the 2021 Notes.