Debt

Debt consists of:



	At Year-End
	2014		2013
	(In thousands)
Senior secured credit facility
Term loan facility — average interest rate of 4.17% at year-end 2013	$	—	$	200,000
8.50% senior secured notes due 2022	250,000		—
3.75% convertible senior notes due 2020, net of discount	103,194		99,890
6.00% tangible equity units, net of discount	17,154		25,619
Secured promissory notes — average interest rates of 3.17% at year-end 2014 and 2013	15,400		15,400
Other indebtedness due through 2017 at variable and fixed interest rates ranging from 2.19% to 5.00%	46,996		16,498
	$	432,744	$	357,407

In 2014, we amended our senior secured credit facility in order to consolidate previous amendments and to effect the following:

•increase the revolving loan commitment from 200,000,000 to 300,000,000;

•extend the maturity date to May 15, 2017 (with two one-year extension options);

•increase the minimum interest coverage ratio from 1.50x to 2.50x;

•eliminate the collateral value to loan commitment ratio covenant; and

•increase the maximum total leverage ratio from 40% to 50%.

We incurred fees of $3,068,000 related to this amendment. At year-end 2014, our senior secured credit facility provides for a $300,000,000 revolving line of credit maturing May 15, 2017. The term loan and revolving line of credit may be prepaid at any time without penalty. The revolving line of credit includes a $100,000,000 sublimit for letters of credit, of which $15,415,000 is outstanding at year-end 2014. Total borrowings under our senior secured credit facility (including the face amount of letters of credit) may not exceed a borrowing base formula. At year-end 2014, we had $284,585,000 in net unused borrowing capacity under our senior credit facility.

Under the terms of our senior secured credit facility, at our option, we can borrow at LIBOR plus 4.0 percent or at the alternate base rate plus 3.0 percent. The alternate base rate is the highest of (i) KeyBank National Association’s base rate, (ii) the federal funds effective rate plus 0.5 percent or (iii) 30 day LIBOR plus 1 percent. Borrowings under the senior secured credit facility are or may be secured by (a) mortgages on the timberland, high value timberland and portions of raw entitled land, as well as pledges of other rights including certain oil and gas operating properties, (b) assignments of current and future leases, rents and contracts, (c) a security interest in our primary operating account, (d) a pledge of the equity interests in current and future material operating subsidiaries and most of our majority-owned joint venture interests, or if such pledge is not permitted, a pledge of the right to distributions from such entities, and (e) a pledge of certain reimbursements payable to us from special improvement district tax collections in connection with our Cibolo Canyons project. The senior secured credit facility provides for releases of real estate and other collateral provided that borrowing base compliance is maintained.

Our debt agreements contain financial covenants customary for such agreements including minimum levels of interest coverage and limitations on leverage. At year-end 2014, we were in compliance with the financial covenants of these agreements. In addition, we may elect to make distributions so long as the total leverage ratio is less than 40 percent, the interest coverage is greater than 3.0:1.0, and available liquidity is not less than $125,000,000. At year-end 2014, we satisfied all of the above conditions.

On May 12, 2014, we issued $250,000,000 aggregate principal of 8.50% Senior Secured Notes due 2022 (Notes). The Notes will mature on June 1, 2022 and interest on the Notes is payable semiannually at a rate of 8.5 percent per annum in arrears. We incurred debt issuance costs of approximately $8,053,000, including the underwriters discount of $6,250,000. Notes are secured by a second lien on the same collateral pledged under our credit facility. Net proceeds from issuance of the Notes were used to repay our $200,000,000 senior secured term loan. We intend to use the remaining amount for general corporate purposes, which may include investments in strategic growth opportunities.

In 2013, we issued $125,000,000 aggregate principal amount of 3.75% convertible senior notes due 2020 (Convertible Notes). Interest on the Convertible Notes is payable semiannually at a rate of 3.75 percent per annum and they mature on March 1, 2020. The Convertible Notes have an initial conversion rate of 40.8351 per $1,000 principal amount. The initial conversion rate is subject to adjustment upon the occurrence of certain events. Prior to November 1, 2019, the Convertible Notes are convertible only upon certain circumstances, and thereafter are convertible at any time prior to the close of business on the second scheduled trading day prior to maturity. If converted, holders will receive cash, shares of our common stock or a combination thereof at our election. We intend to settle the principal amount of the Convertible Notes in cash upon conversion, with any excess conversion value to be settled in shares of our common stock. At year-end 2014, unamortized debt discount of our Convertible Notes was $21,806,000.

In 2013, we issued $150,000,000 aggregate principal amount of 6.00% tangible equity units (Units). The total offering was 6,000,000 Units, including 600,000 exercised by the underwriters, each with a stated amount of $25.00. Each Unit is comprised of (i) a prepaid stock purchase contract to be settled by delivery of a number of shares of our common stock, par value $1.00 per share to be determined pursuant to a purchase contract agreement, and (ii) a senior amortizing note due December 15, 2016 that has an initial principal amount of $4.2522, bears interest at a rate of 4.50% per annum and has a final installment payment date of December 15, 2016. The actual number of shares we may issue upon settlement of the stock purchase contract will be between 6,547,800 shares (the minimum settlement rate) and 7,857,000 shares (the maximum settlement rate) based on the applicable market value, as defined in the purchase contract agreement associated with issuance of the Units.

At year-end 2014, secured promissory notes include a $15,400,000 loan collateralized by a 413 guest room hotel located in Austin with a carrying value of $30,712,000.

At year-end 2014, other indebtedness principally represents senior secured construction loans for two multifamily properties, of which $23,936,000 is related to the 2014 acquisition of our partner's interest in a 257-unit multifamily project in Austin and $19,117,000 is related to our 354-unit multifamily property in Dallas. The combined carrying value of these two multifamily properties is $86,444,000 at year-end 2014.

At year-end 2014 and 2013, we have $15,168,000 and $7,896,000 in unamortized deferred fees which are included in other assets. Amortization of deferred financing fees was $3,845,000 in 2014, $3,050,000 in 2013 and $2,922,000 in 2012 and is included in interest expense.

Debt maturities during the next five years are: 2015 — $49,535,000; 2016 — $29,031,000; 2017 — $984,000; 2018 — $0; 2019 — $0 and thereafter — $353,194,000.