DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

7. DEBT

Total debt consists of the following (in thousands):

	As of
	March 31, 2023							December 31, 2022
	Principal		Unamortized Debt Issuance (Costs)/ Premium			Carrying Value		Principal		Unamortized Debt Issuance (Costs)/ Premium			Carrying Value
5.625% Senior Notes due 2024		350,000		(494	)		349,506		350,000		(628	)		349,372
5.875% Senior Notes due 2027		500,000		(3,264	)		496,736		500,000		(3,459	)		496,541
6.625% Senior Notes due 2027(1)		27,070		1,238			28,308		27,070		1,310			28,380
5.75% Senior Notes due 2028		450,000		(3,025	)		446,975		450,000		(3,183	)		446,817
5.125% Senior Notes due 2030		500,000		(4,648	)		495,352		500,000		(4,807	)		495,193
Senior Notes subtotal	$	1,827,070	$	(10,193	)	$	1,816,877	$	1,827,070	$	(10,767	)	$	1,816,303
Loans payable and other borrowings		338,667		—			338,667		361,486		—			361,486
$1 Billion Revolving Credit Facility(2)(3)		—		—			—		—		—			—
$100 Million Revolving Credit Facility(2)(3)		—		—			—		—		—			—
Mortgage warehouse borrowings		146,334		—			146,334		306,072		—			306,072
Total debt	$	2,312,071	$	(10,193	)	$	2,301,878	$	2,494,628	$	(10,767	)	$	2,483,861

(1)Unamortized Debt Issuance (Cost)/Premium for such notes is reflective of fair value adjustments as a result of purchase accounting.

(2)Unamortized debt issuance costs are included in the Prepaid expenses and other assets, net on the Consolidated Balance Sheets.

(3)The $1 Billion Revolving Credit Facility Agreement together with the $100 Million Revolving Credit Facility Agreement, the “Revolving Credit Facilities”.

Debt Instruments

Excluding the debt instruments discussed below, the terms governing all other debt instruments listed in the table above have not substantially changed from the year ended December 31, 2022. For information regarding such instruments, refer to Note 8 to the Consolidated Financial Statements in our Annual Report. As of March 31, 2023, we were in compliance with all of the covenants in the debt instruments listed in the table above.

$1 Billion Revolving Credit Facility

Our $1 Billion Revolving Credit Facility has a maturity date of March 11, 2027. We had no outstanding borrowings under our $1 Billion Revolving Credit Facility as of March 31, 2023 and December 31, 2022.

As of March 31, 2023 and December 31, 2022, we had $3.6 million and $3.8 million, respectively, of unamortized debt issuance costs relating to our $1 Billion Revolving Credit Facility, which are included in Prepaid expenses and other assets, net, on the unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023 and December 31, 2022, we had $70.2 million and $69.2 million, respectively, of utilized letters of credit, resulting in $929.8 million and $930.8 million, respectively, of availability under the $1 Billion Revolving Credit Facility.

The $1 Billion Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level, currently of at least $3.0 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the $1 Billion Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal

quarter or (b) undrawn letters of credit (except to the extent cash collateralized) issued under the $1 Billion Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the $1 Billion Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter. For purposes of determining compliance with the financial covenants for any fiscal quarter, the $1 Billion Revolving Credit Facility provides that we may exercise an equity cure by issuing certain permitted securities for cash or otherwise recording cash contributions to our capital that will, upon the contribution of such cash to the borrower, be included in the calculation of consolidated tangible net worth and consolidated total capitalization. The equity cure right is exercisable up to twice in any period of four consecutive fiscal quarters and up to five times overall.

The $1 Billion Revolving Credit Facility contains certain restrictive covenants including limitations on incurrence of liens, the payment of dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The $1 Billion Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants, subject to the exercise of an equity cure), incorrectness of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, actual or asserted invalidity of material guarantees and change of control.

As of March 31, 2023, we were in compliance with all of the covenants under the $1 Billion Revolving Credit Facility.

Mortgage Warehouse Borrowings

The following is a summary of our mortgage warehouse borrowings (in thousands):

	As of March 31, 2023
Facility	Amount Drawn		Facility Amount		Interest Rate	Expiration Date	Collateral (1)
Warehouse A	$	39,608	$	60,000	Daily SOFR + 1.70%	on Demand	Mortgage Loans
Warehouse B		27,747		75,000	BSBY 1M + 1.65%	on Demand	Mortgage Loans
Warehouse C		31,614		75,000	Term SOFR + 1.65%	on Demand	Mortgage Loans & Pledged Cash
Warehouse D		17,077		70,000	Daily SOFR + 1.50%	September 6, 2023	Mortgage Loans
Warehouse E		30,288		70,000	Term SOFR + 1.60%	on Demand	Mortgage Loans
Total	$	146,334	$	350,000
	As of December 31, 2022
Facility	Amount Drawn		Facility Amount		Interest Rate	Expiration Date	Collateral (1)
Warehouse A	$	29,066	$	60,000	Daily SOFR + 1.70%	On Demand	Mortgage Loans
Warehouse B		94,258		150,000	BSBY 1M + 1.65%	On Demand	Mortgage Loans
Warehouse C		53,607		75,000	Term SOFR + 1.65%	On Demand	Mortgage Loans & Restricted Cash
Warehouse D		83,259		140,000	Daily SOFR + 1.50%	September 6, 2023	Mortgage Loans
Warehouse E		45,882		70,000	Term SOFR + 1.60%	On Demand	Mortgage Loans
Total	$	306,072	$	495,000

(1)The mortgage warehouse borrowings outstanding as of March 31, 2023 and December 31, 2022 were collateralized by $186.2 million and $346.4 million, respectively, of mortgage loans held for sale, which comprise the balance of mortgage loans held for sale, and approximately $6.7 million and $2.1 million, respectively, of restricted cash on our unaudited Condensed Consolidated Balance Sheets.

Loans Payable and Other Borrowings

Loans payable and other borrowings as of March 31, 2023 and December 31, 2022 consist of project-level debt due to various land sellers and financial institutions for specific projects. Project-level debt is generally secured by the land that was acquired and the principal payments generally coincide with corresponding project lot closings or a principal reduction schedule. Loans payable bear interest at rates that ranged from 0% to 9% and 0% to 8% at each of March 31, 2023 and December 31, 2022, respectively. We impute interest for loans with no stated interest rates.