Notes Payable

12 Months Ended

Nov. 30, 2019

Notes payable consisted of the following (in thousands):



	November 30,
	2019		2018
Mortgages and land contracts due to land sellers and other loans (at interest rates of 7% at November 30, 2019 and 2018)	$	7,889	$	40,038
1.375% Convertible senior notes due February 1, 2019	—		229,788
4.75% Senior notes due May 15, 2019	—		399,483
8.00% Senior notes due March 15, 2020	—		347,790
7.00% Senior notes due December 15, 2021	448,164		447,359
7.50% Senior notes due September 15, 2022	348,267		347,731
7.625% Senior notes due May 15, 2023	351,748		248,074
6.875% Senior notes due June 15, 2027	296,379		—
4.80% Senior notes due November 15, 2029	296,300		—
Total	$	1,748,747	$	2,060,263

The carrying amounts of our senior notes listed above are net of debt issuance costs, premiums and discounts, which totaled $9.1 million at November 30, 2019 and $9.8 million at November 30, 2018.

Unsecured Revolving Credit Facility. On October 7, 2019, we entered into an amendment to the Credit Facility that increased the borrowing capacity from $500.0 million to $800.0 million and extended the maturity from July 27, 2021 to October 7, 2023. The Credit Facility, as amended, contains an uncommitted accordion feature under which its aggregate principal amount of available loans can be increased to a maximum of $1.00 billion under certain conditions, including obtaining additional bank commitments. The Credit Facility also contains a sublimit of $250.0 million for the issuance of letters of credit. Interest on amounts borrowed under the Credit Facility is payable at least quarterly in arrears at a rate based on either a Eurodollar or a base rate, plus a spread that depends on our Leverage Ratio, as defined under the Credit Facility. The Credit Facility also requires the payment of a commitment fee at a per annum rate ranging from .20% to .35% of the unused commitment, based on our Leverage Ratio. Under the terms of the Credit Facility, we are required, among other things, to maintain compliance with various covenants, including financial covenants relating to our consolidated tangible net worth, Leverage Ratio, and either an Interest Coverage Ratio or a minimum level of liquidity, each as defined therein. The amount of the Credit Facility available for cash borrowings or the issuance of letters of credit depends on the total cash borrowings and letters of credit outstanding under the Credit Facility and the maximum available amount under the terms of the Credit Facility. As of November 30, 2019, we had no cash borrowings and $18.9 million of letters of credit outstanding under the Credit Facility. Therefore, as of November 30, 2019, we had $781.1 million available for cash borrowings under the Credit Facility, with up to $231.1 million of that amount available for the issuance of letters of credit.

LOC Facility. On February 13, 2019, we entered into an LOC Facility, which expires on February 13, 2022. Under the LOC Facility, we may issue up to $50.0 million of letters of credit. We maintain the LOC Facility to obtain letters of credit from time to time in the ordinary course of operating our business. As of November 30, 2019, we had $15.8 million of letters of credit outstanding under the LOC Facility. We previously had a cash-collateralized letter of credit facility, which we terminated in 2019. We had no letters of credit outstanding under the cash-collateralized letter of credit facility at November 30, 2018.

Mortgages and Land Contracts Due to Land Sellers and Other Loans. As of November 30, 2019, inventories having a carrying value of $29.2 million were pledged to collateralize mortgages and land contracts due to land sellers and other loans.

Shelf Registration. We have the 2017 Shelf Registration filed with the SEC. Issuances of securities under our 2017 Shelf Registration require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued. Our ability to issue securities is subject to market conditions and other factors impacting our borrowing capacity.

Senior Notes. All of the senior notes outstanding at November 30, 2019 and 2018 represent senior unsecured obligations and rank equally in right of payment with all of our existing and future indebtedness. All of our outstanding senior notes were issued in underwritten public offerings.

The key terms of each of our senior notes outstanding as of November 30, 2019 were as follows (dollars in thousands):

Redeemable Prior to Maturity

Effective Interest Rate

Notes Payable

Principal

Issuance Date

Maturity Date

7.00% Senior notes

450,000

October 29, 2013

December 15, 2021

Yes (a)

7.2

7.50% Senior notes

350,000

July 31, 2012

September 15, 2022

Yes (b)

7.7

7.625% Senior notes

350,000

February 17, 2015/February 20, 2019

May 15, 2023

Yes (a)

7.5

6.875% Senior notes

300,000

February 20, 2019

June 15, 2027

Yes (a)

7.1

4.80% Senior notes

300,000

November 4, 2019

November 15, 2029

Yes (a)

5.0

(a)

At our option, these notes may be redeemed, in whole at any time or from time to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed (exclusive of interest accrued to the applicable redemption date), discounted to the redemption date at a defined rate, plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date, except that three months prior to the stated maturity dates for the 7.00% Senior Notes due 2021 and until their respective maturity, and six months prior to the stated maturity date for the 7.625% Senior Notes due 2023, 6.875% Senior Notes due 2027 and 4.80% Senior Notes due 2029 and until their maturity, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the applicable redemption date.

(b)

If a change in control occurs as defined in the instruments governing our senior notes, we would be required to offer to purchase all of our outstanding senior notes at 101% of their principal amount, together with all accrued and unpaid interest, if any.

On February 1, 2019, we repaid the entire $230.0 million in aggregate principal amount of our 1.375% Convertible Senior Notes due 2019 at their maturity.

On February 20, 2019, we completed concurrent public offerings of $300.0 million in aggregate principal amount of 6.875% Senior Notes due 2027 at 100.000% of their aggregate principal amount, and an additional $100.0 million in aggregate principal amount of our existing series of 7.625% Senior Notes due 2023 at 105.250% of their aggregate principal amount plus accrued interest from November 15, 2018 (the last date on which interest was paid on the existing 2023 senior notes) to the date of delivery. Net proceeds from these offerings totaled $400.0 million, after deducting the underwriting discount and our expenses relating to the offerings.

On March 8, 2019, we applied the net proceeds from the concurrent public offerings toward the optional redemption of the entire $400.0 million in aggregate principal amount of our 4.75% Senior Notes due 2019 before their May 15, 2019 maturity date.

On November 4, 2019, we completed a public offering of $300.0 million in aggregate principal amount of 4.80% Senior Notes due 2029 at 100.000% of their aggregate principal amount. Net proceeds from this offering totaled $296.3 million, after deducting the underwriting discount and our expenses relating to the offering.

On November 22, 2019, at our option, we redeemed the entire $350.0 million in aggregate principal amount of our 8.00% Senior Notes due 2020 before their March 15, 2020 maturity date. We used the net proceeds from the 4.80% Senior Notes due 2029 and internally generated cash to fund this redemption. We paid $356.2 million to redeem the notes and recorded a charge of $6.8 million for the early extinguishment of debt.

On June 15, 2018, we repaid the entire $300.0 million in aggregate principal amount of our 7 1/4% Senior Notes due 2018 at their maturity using internally generated cash.

The indenture governing our senior notes does not contain any financial covenants. Subject to specified exceptions, the indenture contains certain restrictive covenants that, among other things, limit our ability to incur secured indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value. In addition, our senior notes contain certain limitations related to mergers, consolidations, and sales of assets.

As of the date of this report, we were in compliance with the applicable terms of all our covenants and other requirements under the Credit Facility, the senior notes, the indenture, and the mortgages and land contracts due to land sellers and other loans. Our ability to access the Credit Facility for cash borrowings and letters of credit and our ability to secure future debt financing depend, in part, on our ability to remain in such compliance. Unless there is a default under the Credit Facility, there are no agreements that restrict our payment of dividends.

Principal payments on senior notes, mortgages and land contracts due to land sellers and other loans are due during each year ending November 30 as follows: 2020 — $7.9 million; 2021 — $0; 2022 — $800.0 million; 2023 — $350.0 million; 2024 — $0; and thereafter — $600.0 million.