Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Debt

DEBT

Debt consists of the following:

(In millions)	As of September 30, 2023
	Principal Outstanding		Unamortized Debt Issuance Costs		Unamortized Discount		Carrying Amount
Revolving secured lines of credit (1)	$	102.1	$	—	$	—	$	102.1
Secured financing (2)	4,057.9		(21.0)		(2.7)		4,034.2
Senior notes	800.0		(4.0)		—		796.0
Mortgage note	8.5		—		—		8.5
Total debt	$	4,968.5	$	(25.0)	$	(2.7)	$	4,940.8
(In millions)	As of December 31, 2022
	Principal Outstanding		Unamortized Debt Issuance Costs		Unamortized Discount		Carrying Amount
Revolving secured lines of credit (1)	$	30.9	$	—	$	—	$	30.9
Secured financing (2)	3,776.7		(16.9)		(3.4)		3,756.4
Senior notes	800.0		(5.5)		—		794.5
Mortgage note	8.9		—		—		8.9
Total debt	$	4,616.5	$	(22.4)	$	(3.4)	$	4,590.7

(1)Excludes deferred debt issuance costs of $4.6 million and $3.9 million as of September 30, 2023 and December 31, 2022, respectively, which are included in other assets.

(2)Warehouse facilities and Term ABS financings.

General information for each of our financing transactions in place as of September 30, 2023 is as follows:

(Dollars in millions)
Financings	Wholly Owned Subsidiary	Maturity Date		Financing Amount		Interest Rate Basis as of   September 30, 2023
Revolving Secured Line of Credit Facility	n/a	06/22/2026		$	390.0	At our option, either the Bloomberg Short-Term Bank Yield Index rate (BSBY) plus 187.5 basis points or the prime rate plus 87.5 basis points
RTP Facility	n/a	—	(1)	$	20.0	BSBY plus 187.5 basis points
Warehouse Facility II (2)	CAC Warehouse Funding LLC II	04/30/2026	(3)	400.0		The Secured Overnight Financing Rate (SOFR) plus 230 basis points (4)
Warehouse Facility IV (2)	CAC Warehouse Funding LLC IV	05/20/2025	(3)	300.0		SOFR plus 221.4 basis points (4)
Warehouse Facility V (2)	CAC Warehouse Funding LLC V	12/29/2025	(5)	200.0		SOFR plus 245 basis points (4)
Warehouse Facility VI (2)	CAC Warehouse Funding LLC VI	09/30/2026	(3)	75.0		BSBY plus 200 basis points
Warehouse Facility VIII (2)	CAC Warehouse Funding LLC VIII	09/21/2026	(3)	200.0		SOFR plus 225.0 basis points (4)
Term ABS 2019-2 (2)	Credit Acceptance Funding LLC 2019-2	08/15/2025	(6)	500.0		Fixed rate
Term ABS 2020-2 (2)	Credit Acceptance Funding LLC 2020-2	07/15/2022	(3)	481.8		Fixed rate
Term ABS 2020-3 (2)	Credit Acceptance Funding LLC 2020-3	10/17/2022	(3)	600.0		Fixed rate
Term ABS 2021-1 (2)	Credit Acceptance Funding LLC 2021-1	12/16/2024	(6)	100.0		SOFR plus 220 basis points (4)
Term ABS 2021-2 (2)	Credit Acceptance Funding LLC 2021-2	02/15/2023	(3)	500.0		Fixed rate
Term ABS 2021-3 (2)	Credit Acceptance Funding LLC 2021-3	05/15/2023	(3)	450.0		Fixed rate
Term ABS 2021-4 (2)	Credit Acceptance Funding LLC 2021-4	10/16/2023	(3)	250.1		Fixed rate
Term ABS 2022-1 (2)	Credit Acceptance Funding LLC 2022-1	06/17/2024	(3)	350.0		Fixed rate
Term ABS 2022-2 (2)	Credit Acceptance Funding LLC 2022-2	12/15/2025	(6)	200.0		SOFR plus 235 basis points (4)
Term ABS 2022-3 (2)	Credit Acceptance Funding LLC 2022-3	10/15/2024	(3)	389.9		Fixed rate
Term ABS 2023-1 (2)	Credit Acceptance Funding LLC 2023-1	03/17/2025	(3)	400.0		Fixed rate
Term ABS 2023-2 (2)	Credit Acceptance Funding LLC 2023-2	5/15/2025	(3)	$	400.0	Fixed rate
Term ABS 2023-3 (2)	Credit Acceptance Funding LLC 2023-3	8/15/2025	(3)	$	400.0	Fixed rate
2024 Senior Notes	n/a	12/31/2024		400.0		Fixed rate
2026 Senior Notes	n/a	03/15/2026		400.0		Fixed rate
Mortgage Note (2)	Chapter 4 Properties, LLC	08/06/2028		9.0		BSBY plus 150 basis points

(1)Borrowings are subject to repayment on demand.

(2)Financing made available only to a specified subsidiary of the Company.

(3)Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date based on the cash flows of the pledged assets.

(4)Interest rate cap agreements are in place to limit the exposure to increasing interest rates.

(5)Represents the revolving maturity date. The outstanding balance will amortize after the revolving maturity date and any amounts remaining on December 27, 2027 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.

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

(In millions)	For the Three Months Ended  September 30,				For the Nine Months Ended  September 30,
	2023		2022		2023		2022
Revolving Secured Lines of Credit
Maximum outstanding principal balance	$	302.2	$	356.3	$	355.5	$	379.7
Average outstanding principal balance	171.1		169.1		152.4		152.8
Warehouse Facility II
Maximum outstanding principal balance	201.0		100.0		201.0		201.0
Average outstanding principal balance	86.2		71.7		55.2		83.1
Warehouse Facility IV
Maximum outstanding principal balance	—		—		—		43.8
Average outstanding principal balance	—		—		—		5.7
Warehouse Facility V
Maximum outstanding principal balance	—		—		—		—
Average outstanding principal balance	—		—		—		—
Warehouse Facility VI
Maximum outstanding principal balance	—		50.0		—		50.0
Average outstanding principal balance	—		50.0		—		17.2
Warehouse Facility VIII
Maximum outstanding principal balance	—		—		—		48.2
Average outstanding principal balance	—		—		—		6.3

(Dollars in millions)	As of
	September 30, 2023			December 31, 2022
Revolving Secured Lines of Credit
Principal balance outstanding	$	102.1		$	30.9
Amount available for borrowing (1)	307.9			379.1
Interest rate	7.26		%	6.25		%
Warehouse Facility II
Principal balance outstanding	$	201.0		$	—
Amount available for borrowing (1)	199.0			400.0
Loans pledged as collateral	244.9			—
Restricted cash and cash equivalents pledged as collateral	9.7			1.0
Interest rate	7.60		%	—		%
Warehouse Facility IV
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	300.0			300.0
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)	200.0			200.0
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	—			—
Interest rate	—		%	—		%
Warehouse Facility VIII
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	200.0			200.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	—			—
Interest rate	—		%	—		%
Term ABS 2019-2
Principal balance outstanding	$	500.0		$	500.0
Loans pledged as collateral	554.8			627.5
Restricted cash and cash equivalents pledged as collateral	45.7			51.0
Interest rate	5.15		%	5.15		%
Term ABS 2019-3
Principal balance outstanding	$	—		$	64.4
Loans pledged as collateral	—			200.9
Restricted cash and cash equivalents pledged as collateral	—			24.5
Interest rate	—		%	3.00		%

Term ABS 2020-1
Principal balance outstanding	$	—		$	144.6
Loans pledged as collateral	—			362.5
Restricted cash and cash equivalents pledged as collateral	—			38.8
Interest rate	—		%	2.51		%
Term ABS 2020-2
Principal balance outstanding	$	62.9		$	307.0
Loans pledged as collateral	289.1			452.0
Restricted cash and cash equivalents pledged as collateral	34.2			43.9
Interest rate	2.70		%	1.81		%
Term ABS 2020-3
Principal balance outstanding	$	196.1		$	520.7
Loans pledged as collateral	467.1			655.1
Restricted cash and cash equivalents pledged as collateral	45.4			53.9
Interest rate	1.86		%	1.47		%
Term ABS 2021-1
Principal balance outstanding	$	100.0		$	100.0
Loans pledged as collateral	112.7			115.0
Restricted cash and cash equivalents pledged as collateral	8.9			8.5
Interest rate	7.53		%	6.52		%
Term ABS 2021-2
Principal balance outstanding	$	269.0		$	500.0
Loans pledged as collateral	460.3			572.9
Restricted cash and cash equivalents pledged as collateral	39.7			44.5
Interest rate	1.25		%	1.12		%
Term ABS 2021-3
Principal balance outstanding	$	338.9		$	450.0
Loans pledged as collateral	438.0			519.9
Restricted cash and cash equivalents pledged as collateral	36.4			38.8
Interest rate	1.19		%	1.14		%
Term ABS 2021-4
Principal balance outstanding	$	250.1		$	250.1
Loans pledged as collateral	267.9			278.5
Restricted cash and cash equivalents pledged as collateral	22.0			21.8
Interest rate	1.44		%	1.44		%
Term ABS 2022-1
Principal balance outstanding	$	350.0		$	350.0
Loans pledged as collateral	379.1			434.7
Restricted cash and cash equivalents pledged as collateral	26.6			27.7
Interest rate	5.03		%	5.03		%
Term ABS 2022-2
Principal balance outstanding	$	200.0		$	200.0
Loans pledged as collateral	214.4			229.3
Restricted cash and cash equivalents pledged as collateral	15.0			25.6
Interest rate	7.76		%	6.65		%

Term ABS 2022-3
Principal balance outstanding	$	389.9		$	389.9
Loans pledged as collateral	423.9			429.2
Restricted cash and cash equivalents pledged as collateral	29.3			27.6
Interest rate	7.68		%	7.68		%
Term ABS 2023-1
Principal balance outstanding	$	400.0		$	—
Loans pledged as collateral	629.9			—
Restricted cash and cash equivalents pledged as collateral	39.4			—
Interest rate	6.92		%	—		%
Term ABS 2023-2
Principal balance outstanding	$	400.0		$	—
Loans pledged as collateral	694.6			—
Restricted cash and cash equivalents pledged as collateral	41.9			—
Interest rate	6.39		%	—		%
Term ABS 2023-3
Principal balance outstanding	$	400.0		$	—
Loans pledged as collateral	604.8			—
Restricted cash and cash equivalents pledged as collateral	37.2			—
Interest rate	6.86		%	—		%
2024 Senior Notes
Principal balance outstanding	$	400.0		$	400.0
Interest rate	5.125		%	5.125		%
2026 Senior Notes
Principal balance outstanding	$	400.0		$	400.0
Interest rate	6.625		%	6.625		%
Mortgage Note
Principal balance outstanding	$	8.5		$	8.9
Interest rate	6.87		%	5.46		%

(1)Availability may be limited by the amount of assets pledged as collateral.

Revolving Secured Lines of Credit

We have two revolving secured lines of credit: (1) a $390.0 million revolving secured line of credit facility, to which we refer as our revolving secured line of credit facility, with a commercial bank syndicate and (2) an uncommitted $20.0 million revolving secured line of credit facility, to which we refer as the RTP facility, with a lender for use solely in facilitating payments by the Company through the lender’s real-time payments service.

Borrowings under our 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 governing our revolving secured line of credit facility, less a hedging reserve (not exceeding $1.0 million), and the amount of other debt secured by the collateral that secures our revolving secured line of credit facility. Borrowings under our revolving secured line of credit facility are secured by a lien on most of our assets that do not secure obligations under our Warehouse facilities or Term ABS financings.

We entered into the RTP facility on May 3, 2023. Borrowings under the RTP facility are secured by a lien on the same collateral that secures obligations under our revolving secured line of credit facility. The RTP facility terminates automatically if the lender ceases to be part of the commercial bank syndicate under our revolving secured line of credit facility or if its lending commitments under our revolving secured line of credit facility are terminated.

Warehouse Facilities

We have five Warehouse facilities with total borrowing capacity of $1,175.0 million. Each of the facilities is with a different lender or group of lenders. Under each Warehouse facility, we can convey Loans to the applicable wholly owned subsidiary in return for cash and/or an increase in the value of our equity in such subsidiary. In turn, each such subsidiary pledges the Loans as collateral to secure financing that will fund the cash portion of the purchase price of the Loans. The financing provided to each such subsidiary under the applicable facility is generally limited to the lesser of 80% of the outstanding balance of the conveyed Loans, as determined in accordance with the applicable agreement, plus certain restricted cash and cash equivalents pledged as collateral, 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 (other than customary, limited recourse to us in the form of repurchase obligations or indemnification obligations for any violations by us of our representations or obligations as seller, servicer, or custodian), even though we are consolidated for financial reporting purposes with the subsidiaries. Because the subsidiaries are organized as bankruptcy-remote legal entities separate from us, their assets (including the conveyed Loans) are intended to be unavailable to our creditors.

The subsidiaries pay us a monthly servicing fee equal to either 4% or 6%, depending upon the facility, of the collections received with respect to the conveyed 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 in its revolving period, the applicable subsidiary is entitled to the portion of such collections available after the payment of interest and transaction expenses under the facility, 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 each of these transactions, we conveyed Loans on an arms-length basis to a Funding LLC for cash and the sole membership interest in that Funding LLC. In turn, each Funding LLC, other than the Funding LLCs for the Term ABS 2019-2, 2021-1, and 2022-2 financings, conveyed the Loans to the respective trusts that issued notes to qualified institutional investors. The Funding LLCs for the Term ABS 2019-2, 2021-1, and 2022-2 financings pledged the Loans for the benefit of their respective lenders. The Term ABS 2020-2, 2020-3, 2021-2, 2021-3, 2021-4, 2023-1, 2023-2, and 2023-3 financings each consist of three classes of notes, while the Term ABS 2022-1 and Term ABS 2022-3 financings consist of four classes of notes. 

Each Term ABS financing at the time of issuance has a specified revolving period during which we are likely to convey additional Loans to the applicable Funding LLC. Each Funding LLC (other than the Funding LLCs of the Term ABS 2019-2, 2021-1, and 2022-2 financings) will then convey 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 Term ABS financings create indebtedness for which the applicable trust or Funding LLC is liable and which is secured by all the assets of the applicable trust or Funding LLC. Such indebtedness is non-recourse to us (other than customary, limited recourse to us in the form of repurchase obligations or indemnification obligations for any violations by us of our representations or obligations as seller, servicer, or custodian), even though we are consolidated for financial reporting purposes with the trusts and the Funding LLCs. Because the trusts and the Funding LLCs are organized as bankruptcy-remote legal entities separate from us, their assets (including the conveyed Loans) are intended to be unavailable to our creditors. We receive a monthly servicing fee on each financing equal to either 4% or 6%, depending upon the financing, of the collections received with respect to the conveyed Loans. The fee is paid out of the collections. Except for the servicing fee and Dealer Holdback payments due to Dealers, if a Term ABS financing 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 Term ABS financing is in its revolving period, the applicable trust or Funding LLC is entitled to the portion of such collections available after application of any amounts necessary to acquire additional Loans from us and to pay accrued interest on the debt and any other transaction expenses, provided that any necessary principal payments are made to compensate for certain reductions in the balance of eligible loans or, in the case of Term ABS financings occurring after the Term ABS 2021-3 financing, certain reductions in forecasted collections. In addition, in our capacity as servicer of the Loans, we 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 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	Closing Date	Net Book Value of Loans Conveyed at Closing		Revolving Period
Term ABS 2019-2	August 28, 2019	$	625.1	Through August 15, 2025
Term ABS 2020-2	July 23, 2020	602.3		Through July 15, 2022
Term ABS 2020-3	October 22, 2020	750.1		Through October 17, 2022
Term ABS 2021-1	January 29, 2021	125.1		Through December 16, 2024
Term ABS 2021-2	February 18, 2021	625.1		Through February 15, 2023
Term ABS 2021-3	May 20, 2021	562.6		Through May 15, 2023
Term ABS 2021-4	October 28, 2021	312.6		Through October 16, 2023
Term ABS 2022-1	June 16, 2022	437.6		Through June 17, 2024
Term ABS 2022-2	December 15, 2022	250.1		Through December 15, 2025
Term ABS 2022-3	November 3, 2022	500.1		Through October 15, 2024
Term ABS 2023-1	March 16, 2023	500.2		Through March 17, 2025
Term ABS 2023-2	May 25, 2023	500.1		Through May 15, 2025
Term ABS 2023-3	August 24, 2023	500.1		Through August 15, 2025

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 used 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 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. During the first quarter of 2020, we recognized a pre-tax loss on extinguishment of debt of $7.4 million related to the redemption of the 2023 senior notes.

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.

The 2024 senior notes 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

We have a $9.0 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, 2028, and bears interest at BSBY plus 150 basis points.

Debt Covenants

As of September 30, 2023, we were in compliance with our covenants under our 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, as defined in the agreements. These covenants also limit the maximum ratio of our funded debt less unrestricted cash and cash equivalents to tangible net worth. 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 conveyed assets.

Our Term ABS financings also contain covenants that measure the performance of the conveyed assets. As of September 30, 2023, 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 senior notes indentures and the RTP facility.