DEBT AND NON-RECOURSE DEBT
Debt
The following table details our outstanding debt balance and its associated interest rates:
| | | | | | | | | | | | | | | | | |
| | | December 31, |
| ($ in millions) | Interest Rate | | 2025 | | 2024 |
Debt(1) | | | | | |
| Senior secured credit facility | | | | | |
Term loan A due 2028 | 5.366 | % | | $ | 400 | | | $ | 400 | |
Term loan B due 2028 | 5.716 | % | | 851 | | | 858 | |
Term loan B due 2031 | 5.716 | % | | 887 | | | 893 | |
Revolver due 2030(2) | 5.493 | % | | 130 | | | 233 | |
Senior notes due 2029 | 5.000 | % | | 850 | | | 850 | |
Senior notes due 2031 | 4.875 | % | | 500 | | | 500 | |
Senior notes due 2032 | 6.625 | % | | 900 | | | 900 | |
Other debt | | | 85 | | | 38 | |
| Total debt, gross | | | 4,603 | | | 4,672 | |
Less: unamortized deferred financing costs and discounts(3) | | | (58) | | | (71) | |
| Total debt, net | | | $ | 4,545 | | | $ | 4,601 | |
(1)As of December 31, 2025 and 2024, weighted-average interest rates on Total debt, gross were 5.691% and 6.140%.
(2)Unamortized deferred financing costs of $3 million as of both December 31, 2025 and 2024 related to our revolving facility are included in Other assets in our consolidated balance sheets.
(3)Amount includes unamortized deferred financing costs of $53 million and $64 million as of December 31, 2025 and 2024. This amount also includes unamortized original issuance discounts of $5 million and $7 million as of December 31, 2025 and 2024.
Senior Secured Credit Facilities
On January 31, 2025, we amended our Revolver Credit Facility (“Revolver”) and both our Term Loan B due 2028 and Term Loan B due 2031. The terms of the Revolver were amended to reduce pricing spreads, expand covenants, reset certain incurrence baskets and extend maturity to January 2030. The Term Loan B due 2028 was repriced to SOFR plus 2.00%, down from SOFR plus 2.50%. The Term Loan B due 2031 was repriced to SOFR plus 2.00%, down from SOFR plus 2.25%. Additionally, the Term Loan A due January 2028, was repriced to SOFR plus 1.65%, down from SOFR plus 1.75%.
As of December 31, 2025, we had $61 million of letters of credit outstanding under the revolving credit facility and $1 million outstanding backed by cash collateral. We were in compliance with all applicable maintenance and financial covenants and ratios as of December 31, 2025. As of December 31, 2025, we have $809 million remaining borrowing capacity under the revolver facility.
We primarily use interest rate swaps as part of our interest rate risk management strategy for our variable-rate debt. These interest rate swaps are associated with the SOFR-based senior secured credit facility. As of December 31, 2025, these interest rate swaps convert the SOFR-based variable rate on our Term Loan B due 2028 to average fixed rates of 1.55% per annum with maturities between 2026 and 2028, for the balance on this borrowing up to the notional values of our interest rate swaps. As of December 31, 2025, the aggregate notional values of the interest rate swaps under our Term Loan B due 2028 was $550 million. Our interest rate swaps have been designated and qualify as cash flow hedges of interest rate risk and recorded at their estimated fair value as an asset in Other assets in our consolidated balance sheets. As of December 31, 2025 and 2024, the estimated fair value of our cash flow hedges was $18 million and $37 million. We characterize payments we make in connection with these derivative instruments as interest expense and a reclassification of Accumulated other comprehensive loss for presentation purposes. We classify cash inflows and outflows from derivatives that hedge interest rate risk within operating activities in the consolidated statements of cash flows.
The following table reflects the activity, net of tax, in Accumulated other comprehensive loss related to our derivative instruments during the year ended December 31, 2025:
| | | | | |
| Net unrealized gain on derivative instruments |
| Balance as of December 31, 2024 | $ | 28 | |
Other comprehensive loss before reclassifications, net | (3) | |
| Reclassifications to net income | (11) | |
| Balance as of December 31, 2025 | $ | 14 | |
Senior Notes due 2032
The Senior Notes due 2032 are guaranteed on a senior secured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of December 31, 2025.
Senior Notes due 2029 and 2031
The Senior Unsecured Notes are guaranteed on a senior unsecured basis by certain of our subsidiaries. We were in compliance with all applicable financial covenants as of December 31, 2025.
Non-recourse Debt
The following table details our outstanding non-recourse debt balance and associated interest rates:
| | | | | | | | | | | | | | | | | |
| | | | December 31, |
| ($ in millions) | Weighted Average Interest Rate | | 2025 | | 2024 |
Non-recourse debt(1) | | | | | |
Timeshare Facility due 2027(2) | 5.125 | % | | $ | 615 | | | $ | 428 | |
Securitized Debt due 2033 - 2044(3) | 4.982 | % | | 2,106 | | | 1,883 | |
Quorum Purchase Facility due 2034 | 5.026 | % | | 4 | | | 6 | |
NBA Receivables Facility due 2031 | 5.466 | % | | 26 | | | 33 | |
| Total non-recourse debt, gross | | | 2,751 | | | 2,350 | |
Less: unamortized deferred financing costs and discounts(4) | | | (35) | | | (32) | |
| Total non-recourse debt, net | | | $ | 2,716 | | | $ | 2,318 | |
(1)As of December 31, 2025, and 2024, weighted-average interest rates were 5.019% and 5.235%.
(2)Unamortized deferred financing costs of $2 million as of December 31, 2024 relating to the Timeshare Facility included in Other Assets in our consolidated balance sheet.
(3)Interest rates as of December 31, 2025 range from 1.410% to 6.419%.
(4)Amount includes unamortized deferred financing costs of $30 million and $21 million as of December 31, 2025, and 2024 and unamortized discounts of $5 million and $11 million as of December 31, 2025, and 2024.
Timeshare Facility
The revolving commitment period of the Timeshare Facility terminates in November 2026; however the repayment maturity date extends 12 months beyond the commitment termination date to November 2027. The Timeshare Facility is a non-recourse obligation payable solely from the pool of timeshare financing receivables pledged as collateral and related assets. As of December 31, 2025, our Timeshare Facility has a remaining borrowing capacity of $235 million. During the year ended December 31, 2025, we repaid $2.4 billion on the Timeshare Facility.
Securitized Debt
In June 2025, we completed a securitization of $300 million of gross timeshare financing receivables and issued $166 million of 4.88% notes, $87 million of 5.18% notes, and $47 million of 5.52% notes due May 2042. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part
some of our existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.
In July 2025, we completed a securitization of ¥9.5 billion, or $65 million, of gross timeshare financing receivables and issued notes with an average coupon rate of 1.41% due January 2039. The issued notes are backed by pledged assets, consisting of a pool of HGV loans domiciled in Japan, secured by first mortgages. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the note. The proceeds of the notes were used for general corporate purposes. Additionally, in connection with the securitization, we incurred $3 million in debt issuance costs.
In August 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $210 million of 4.54% notes, $125 million of 4.73% notes, and $65 million of 5.12% notes due May 2044. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down in part some of our existing debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.
In December 2025, we completed a securitization of $400 million of gross timeshare financing receivables and issued $141 million of 4.56% notes, $147 million of 4.90% notes, $81 million of 5.39% notes, and $31 million of 7.38% notes due October 2044. The issued notes are backed by pledged assets, consisting of a pool of HGV, Diamond Resorts, and Bluegreen Vacations collateral combined, secured by first mortgages, first deeds of trust, membership interests or timeshare interests (other than a fee simple interest in real estate) and a letter of credit. The notes are a non-recourse obligation and are payable solely from the timeshare financing receivables pledged as collateral for the notes. The proceeds of the notes were used to pay down debt and for other general corporate purposes. Additionally, in connection with the securitization, we incurred $6 million in debt issuance costs.
During the year ended December 31, 2025, we repaid $945 million on Securitized Debt.
We are required to deposit payments received from customers on the timeshare financing receivables securing the Timeshare Facility and Securitized Debt into depository accounts maintained by third parties. On a monthly basis, the depository accounts are utilized to make required principal, interest and other payments due under the respective loan agreements. The balances in the depository accounts were $142 million and $193 million as of December 31, 2025 and 2024 and were included in Restricted Cash in our consolidated balance sheets.
NBA Receivables Facility
Recourse on the NBA Receivables Facility is generally limited to the greater of 15% of the outstanding borrowings and $5 million, subject to certain exceptions.
Debt Maturities
The contractual maturities of our debt and non-recourse debt as of December 31, 2025, were as follows:
| | | | | | | | | | | | | | | | | |
| ($ in millions) | Debt | | Non-recourse Debt | | Total |
| Year | | | | | |
| 2026 | $ | 25 | | | $ | 536 | | | $ | 561 | |
| 2027 | 23 | | | 1,041 | | | 1,064 | |
| 2028 | 1,257 | | | 328 | | | 1,585 | |
| 2029 | 871 | | | 254 | | | 1,125 | |
| 2030 | 148 | | | 204 | | | 352 | |
| Thereafter | 2,279 | | | 388 | | | 2,667 | |
| Total | $ | 4,603 | | | $ | 2,751 | | | $ | 7,354 | |