6. DEBT

We currently utilize the following primary forms of debt financing: (1) a revolving secured line of credit; (2) revolving secured warehouse (“Warehouse”) facilities; (3) asset-backed secured financings (“Term ABS”) and (4) senior notes. General information for each of our financing transactions in place as of March 31, 2014 is as follows:



(Dollars in millions)
Financings	Wholly-owned Subsidiary	Maturity Date		Financing Amount		Interest Rate as of March 31, 2014
Revolving Secured Line of Credit	n/a	06/23/2016		$	235.0	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	12/27/2015	(2)	$	325.0	Commercial paper rate or LIBOR plus 200 basis points (3)
Warehouse Facility III (1)	CAC Warehouse Funding III, LLC	09/10/2015	(4)	$	75.0	LIBOR plus 160 basis points (3)
Warehouse Facility IV (1)	CAC Warehouse Funding LLC IV	04/05/2016	(2)	$	75.0	LIBOR plus 200 basis points (3)
Term ABS 2011-1 (1)	Credit Acceptance Funding LLC 2011-1	09/16/2013	(2)	$	200.5	Fixed rate
Term ABS 2012-1 (1)	Credit Acceptance Funding LLC 2012-1	03/17/2014	(2)	$	201.3	Fixed rate
Term ABS 2012-2 (1)	Credit Acceptance Funding LLC 2012-2	09/15/2014	(2)	$	252.0	Fixed rate
Term ABS 2013-1 (1)	Credit Acceptance Funding LLC 2013-1	04/15/2015	(2)	$	140.3	Fixed rate
Term ABS 2013-2 (1)	Credit Acceptance Funding LLC 2013-2	10/15/2015	(2)	$	197.8	Fixed rate
2021 Senior Notes	n/a	02/15/2021		$	300.0	Fixed rate

(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 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 September 10, 2017 will be due.

Additional information related to the amounts outstanding on each facility is as follows:



(In millions)	For the Three Months Ended March 31,
	2014		2013
Revolving Secured Line of Credit
Maximum outstanding balance	$	204.7	$	179.3
Average outstanding balance		80.6		73.3

Warehouse Facility II
Maximum outstanding balance	$	162.6	$	153.6
Average outstanding balance		58.4		90.0

Warehouse Facility III
Maximum outstanding balance	$	75.0	$	–
Average outstanding balance		8.5		–

Warehouse Facility IV
Maximum outstanding balance	$	26.6	$	39.6
Average outstanding balance		15.9		37.7



(Dollars in millions)	As of
	March 31, 2014			December 31, 2013
Revolving Secured Line of Credit
Balance outstanding	$	115.9		$	102.8
Amount available for borrowing (1)		119.1			132.2
Interest rate		2.03	%		2.04	%

Warehouse Facility II
Balance outstanding	$	162.6		$	0.0
Amount available for borrowing (1)		162.4			325.0
Loans pledged as collateral		238.0			0.0
Restricted cash and cash equivalents pledged as collateral		3.8			1.2
Interest rate		2.15	%		2.17	%

Warehouse Facility III
Balance outstanding	$	69.1		$	–
Amount available for borrowing (1)		5.9			75.0
Loans pledged as collateral		104.2			–
Restricted cash and cash equivalents pledged as collateral		1.9			0.3
Interest rate		1.76	%		1.77	%

Warehouse Facility IV
Balance outstanding	$	25.0		$	–
Amount available for borrowing (1)		50.0			75.0
Loans pledged as collateral		42.8			–
Restricted cash and cash equivalents pledged as collateral		1.5			0.2
Interest rate		2.15	%		2.17	%

Term ABS 2011-1
Balance outstanding	$	90.5		$	144.2
Loans pledged as collateral		186.4			215.3
Restricted cash and cash equivalents pledged as collateral		26.7			23.2
Interest rate		3.25	%		3.01	%

Term ABS 2012-1
Balance outstanding	$	201.3		$	201.3
Loans pledged as collateral		238.1			240.4
Restricted cash and cash equivalents pledged as collateral		30.4			23.5
Interest rate		2.38	%		2.38	%

Term ABS 2012-2
Balance outstanding	$	252.0		$	252.0
Loans pledged as collateral		298.1			303.8
Restricted cash and cash equivalents pledged as collateral		35.9			27.7
Interest rate		1.63	%		1.63	%

Term ABS 2013-1
Balance outstanding	$	140.3		$	140.3
Loans pledged as collateral		188.7			184.3
Restricted cash and cash equivalents pledged as collateral		19.7			15.3
Interest rate		1.31	%		1.31	%

Term ABS 2013-2
Balance outstanding	$	197.8		$	197.8
Loans pledged as collateral		249.1			250.5
Restricted cash and cash equivalents pledged as collateral		24.1			18.7
Interest rate		1.67	%		1.67	%

2017 Senior Notes
Balance outstanding (2)	$	0		$	350.2
Interest rate		0	%		9.125	%

2021 Senior Notes
Balance outstanding	$	300.0		$	0
Interest rate		6.125	%		0	%

(1)

Availability may be limited by the amount of assets pledged as collateral

(2)

As of December 31, 2013, the outstanding balance presented for the 2017 Senior Notes includes a net unamortized debt premium of $0.2 million, respectively.

Revolving Secured Line of Credit Facility

We have a $235.0 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 net book value of Loans, 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 three Warehouse facilities with total borrowing capacity of $475.0 million. Each of the facilities are with different institutional investors, and the facility limit is $325.0 million for Warehouse Facility II and $75.0 million for both Warehouse Facility III and IV.

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 institutional investors 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 limited to the lesser of 80% of the net book value of the contributed Loans plus the cash collected 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 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

Our wholly-owned subsidiaries (the “Funding LLCs”), have completed secured financing transactions with qualified institutional investors. 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 contributed the Loans to a respective trust that issued notes to qualified institutional investors. The Term ABS 2011-1, 2012-1, 2012-2, 2013-1 and 2013-2 transactions each consist of three classes of notes. The Class A and Class B Notes for each Term ABS financing bear interest. The Class C Notes for each Term ABS financing do not bear interest and have been retained by us.

Each financing at the time of issuance has a specified revolving period during which we may be required, and are likely, to contribute additional Loans to each Funding LLC. Each Funding LLC will then contribute the Loans to their respective trust. At the end of the revolving period, the debt outstanding under each financing will begin to amortize.

The financings create indebtedness for which the trusts are liable and which is secured by all the assets of each trust. 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. Alternatively, when a 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. The collections will then 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	24-month Revolving Period
Term ABS 2011-1	October 6, 2011	$	250.8	Through September 16, 2013
Term ABS 2012-1	March 29, 2012	$	251.7	Through March 17, 2014
Term ABS 2012-2	September 20, 2012	$	315.1	Through September 15, 2014
Term ABS 2013-1	April 25, 2013	$	187.8	Through April 15, 2015
Term ABS 2013-2	October 31, 2013	$	250.1	Through October 15, 2015

Senior Notes

On January 22, 2014, we issued $300.0 million aggregate principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”). The 2021 senior notes were issued pursuant to an indenture, dated as of January 22, 2014 (the “Indenture”), among the Company; the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (collectively, 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.

The 2021 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 2021 senior notes in the future. The Indenture provides for a guarantor of the 2021 senior notes to be released from its obligations under its guarantee of the 2021 senior notes under specified circumstances.

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 (the “Redemption Date”), at a redemption price equal to 104.563% of the principal amount thereof, plus accrued and unpaid interest to but excluding the Redemption Date. For the quarter ended March 31, 2014, we recognized a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes.

Debt Covenants

As of March 31, 2014, we were in compliance with all our debt covenants relating to the revolving secured line of credit facility, including those that require the maintenance of certain financial ratios and other financial conditions. These covenants require a minimum ratio of our earnings before interest, taxes and non-cash expenses to fixed charges. These covenants also limit the maximum ratio of our funded debt 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 debt covenants may indirectly limit the repurchase of common stock or payment of dividends on common stock.

Our Warehouse facilities and Term ABS financings also contain covenants that measure the performance of the contributed assets. As of March 31, 2014, we were in compliance with all such covenants. As of the end of the quarter, we were also in compliance with our covenants under the Indenture.