Loans Payable, Senior Notes, and Mortgage Company Loan Facility

Loans Payable

At January 31, 2018 and October 31, 2017, loans payable consisted of the following (amounts in thousands):



	January 31, 2018			October 31, 2017
Senior unsecured term loan	$	500,000		$	500,000
Loans payable – other	133,395			139,116
Deferred issuance costs	(1,604		)	(1,700		)
	$	631,791		$	637,416

Senior Unsecured Term Loan

We have a $500.0 million, five-year senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. The Term Loan Facility, as amended, matures in August 2021. At January 31, 2018, the interest rate on borrowings was 2.97% per annum. We and substantially all of our 100%-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as our Credit Facility, as described below.

Credit Facility

We have a $1.295 billion, unsecured, five-year revolving credit facility (the “Credit Facility”) with a syndicate of banks. The Credit Facility is scheduled to expire in May 2021. We and substantially all of our 100%-owned home building subsidiaries are guarantors under the Credit Facility.

Under the terms of the Credit Facility, at January 31, 2018, our maximum leverage ratio (as defined in the credit agreement) may not exceed 1.75 to 1.00, and we are required to maintain a minimum tangible net worth (as defined in the credit agreement) of no less than approximately $2.49 billion. Under the terms of the Credit Facility, at January 31, 2018, our leverage ratio was approximately 0.73 to 1.00, and our tangible net worth was approximately $4.42 billion. Based upon the limitations related to our repurchase of common stock in the Credit Facility, our ability to repurchase our common stock was limited to approximately $2.47 billion as of January 31, 2018.

At January 31, 2018, we had no outstanding borrowings under the Credit Facility and had approximately $143.5 million of outstanding letters of credit that were issued under the Credit Facility. At January 31, 2018, the interest rate on borrowings under the Credit Facility would have been 3.08% per annum. Subsequent to January 31, 2018, we borrowed $100.0 million under the Credit Facility.

Loans Payable – Other

“Loans payable – other” primarily represent purchase money mortgages on properties we acquired that the seller had financed and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At January 31, 2018, the weighted-average interest rate on “Loans payable – other” was 4.14% per annum.

Senior Notes

At January 31, 2018, we had eight issues of senior notes outstanding with an aggregate principal amount of $2.87 billion. In January 2018, the Company issued $400.0 million principal amount of 4.350% Senior Notes due 2028. The Company received $396.4 million of net proceeds from the issuance of these senior notes. In March 2017, the Company issued $300.0 million principal amount of 4.875% Senior Notes due 2027 (“4.875% Senior Notes”). The Company received $297.2 million of net proceeds from the issuance of these senior notes. In June 2017, we issued an additional $150.0 million principal amount of the previously established 4.875% Senior Notes at a premium to par value plus accrued interest. We received $156.4 million of net proceeds from the issuance of these additional notes.

Mortgage Company Loan Facility

In October 2017, TBI Mortgage^® Company (“TBI Mortgage”), our wholly owned mortgage subsidiary, entered into a mortgage warehousing agreement (the “Warehousing Agreement”) with a syndicate of banks to finance the origination of mortgage loans by TBI Mortgage. The Warehousing Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” In December 2017, the Warehousing Agreement was amended to provide for loan purchases up to $75.0 million, subject to certain sublimits. Prior to this amendment, the Warehousing Agreement provided for loan purchases up to $100.0 million. In addition, the Warehousing Agreement, as amended, provides for an accordion feature under which TBI Mortgage may request that the aggregate commitments under the Warehousing Agreement be increased to an amount up to $150.0 million for a short period of time. The Warehousing Agreement, as amended, expires on December 7, 2018, and borrowings thereunder bear interest at LIBOR plus 1.90% per annum. At January 31, 2018, the interest rate on the Warehousing Agreement, as amended, was 3.47% per annum.