Mortgages and Notes Payable

12 Months Ended

Nov. 30, 2011

Mortgages and Notes Payable [Abstract]

Mortgages and Notes Payable

Note 12.    Mortgages and Notes Payable

Mortgages and notes payable consisted of the following (in thousands, interest rates are as of November 30):

	November 30,
	2011		2010
Mortgages and land contracts due to land sellers and other loans (6% to 7% in 2011 and 3% to 7% in 2010)	$	24,984	$	118,057
Senior notes due 2011 at 6 3/8%		—		99,916
Senior notes due 2014 at 5 3/4%		249,647		249,498
Senior notes due 2015 at 5 7/8%		299,273		299,068
Senior notes due 2015 at 6 1/4%		449,795		449,745
Senior notes due 2017 at 9.1%		260,865		260,352
Senior notes due 2018 at 7 1/4%		299,007		298,893
Total	$	1,583,571	$	1,775,529

During 2011, the Company repaid debt that was secured by a multi-level residential building the Company operated as a rental property, which the Company sold during the year. As the secured debt was repaid at a discount prior to its scheduled maturity, the Company recognized a gain of $3.6 million on the early extinguishment of secured debt in 2011.

Following its voluntary termination of the Credit Facility effective March 31, 2010, the Company entered into the LOC Facilities with various financial institutions to obtain letters of credit in the ordinary course of operating its business. As of November 30, 2011 and 2010, $63.8 million and $87.5 million, respectively, of letters of credit were outstanding under the LOC Facilities. The LOC Facilities require the Company to deposit and maintain cash with the issuing financial institutions as collateral for its letters of credit outstanding. As of November 30, 2011 and 2010, the amount of cash maintained for the LOC Facilities totaled $64.5 million and $88.7 million, respectively, and was included in restricted cash on the Company’s consolidated balance sheets as of those dates. The Company may maintain, revise or, if necessary or desirable, enter into additional or expanded letter of credit facilities, or other similar facility arrangements, with the same or other financial institutions.

The indenture governing the Company’s senior notes does not contain any financial maintenance covenants. Subject to specified exceptions, the indenture contains certain restrictive covenants that, among other things, limit the Company’s ability to incur secured indebtedness, or engage in sale-leaseback transactions involving property or assets above a certain specified value. Unlike the Company’s other senior notes, the terms governing the Company’s $265 Million Senior Notes contain certain limitations related to mergers, consolidations, and sales of assets.

As of November 30, 2011, the Company was in compliance with the applicable terms of all of its covenants under the Company’s senior notes, the indenture, and mortgages and land contracts due to land sellers and other loans. The Company’s ability to secure future debt financing may depend in part on its ability to remain in such compliance.

On September 20, 2011, the Company filed the 2011 Shelf Registration with the SEC, registering debt and equity securities that it may issue from time to time in amounts to be determined. The 2011 Shelf Registration replaced the Company’s previously effective shelf registration statement filed with the SEC on October 17, 2008 (the “2008 Shelf Registration”). The Company has not issued any securities under the 2011 Shelf Registration, but it intends to offer senior unsecured debt securities under the 2011 Shelf Registration in connection with the 2014 Note Tender Offer and/or the 2015 Note Tender Offers.

On June 30, 2004, the Company issued the $350 Million Senior Notes at 99.3% of the principal amount of the notes in a private placement. The $350 Million Senior Notes, which were due August 15, 2011, with interest payable semi-annually, represented senior unsecured obligations of the Company and ranked equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. On December 3, 2004, the Company exchanged all of the privately placed $350 Million Senior Notes for notes that were substantially identical except that the new $350 Million Senior Notes were registered under the Securities Act of 1933. The $350 Million Senior Notes were unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.

On July 30, 2009, the Company purchased $250.0 million in aggregate principal amount of the $350 Million Senior Notes pursuant to a tender offer simultaneous with the issuance of the $265 Million Senior Notes. The total consideration paid to purchase the notes was $252.5 million. The Company incurred a loss of $3.7 million in the third quarter of 2009 related to the early redemption of debt due to the tender offer premium and the unamortized original issue discount. This loss, which was included in interest expense in the consolidated statements of operations, was partly offset by a gain of $2.7 million on the early extinguishment of mortgages and land contracts due to land sellers and other loans.

On August 15, 2011, the Company repaid the remaining $100.0 million in aggregate principal amount of the $350 Million Senior Notes at their maturity.

On January 28, 2004, the Company issued $250.0 million of 5  ³/4% senior notes due 2014 (the “$250 Million Senior Notes”) at 99.474% of the principal amount of the notes in a private placement. The $250 Million Senior Notes, which are due February 1, 2014, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $250 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to 100% of their principal amount, plus a premium, plus accrued and unpaid interest to the applicable redemption date. On June 16, 2004, the Company exchanged all of the privately placed $250 Million Senior Notes for notes that are substantially identical except that the new $250 Million Senior Notes are registered under the Securities Act of 1933. The $250 Million Senior Notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.

On December 15, 2004, pursuant to the shelf registration statement filed with the SEC on November 12, 2004 (the “2004 Shelf Registration”), the Company issued $300.0 million of 5 ⁷/8% senior notes due 2015 (the “$300 Million 5 ⁷/8% Senior Notes”) at 99.357% of the principal amount of the notes. The $300 Million 5 ⁷/8 % Senior Notes, which are due January 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $300 Million 5 ⁷/8 % Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.

On June 2, 2005, pursuant to the 2004 Shelf Registration, the Company issued $450.0 million of 6 ¹/4 % senior notes due 2015 (the “$450 Million Senior Notes”) at 100.614% of the principal amount of the notes. The $450 Million Senior Notes, which are due June 15, 2015, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $450 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.

On July 30, 2009, pursuant to the 2008 Shelf Registration, the Company issued the $265 Million Senior Notes at 98.014% of the principal amount of the notes. The $265 Million Senior Notes, which are due on September 15, 2017, with interest payable semiannually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $265 Million Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. If a change in control occurs as defined in the instruments governing the $265 Million Senior Notes, the Company would be required to offer to purchase the $265 Million Senior Notes at 101% of their principal amount, together with all accrued and unpaid interest, if any. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis. The Company used substantially all of the net proceeds from the issuance of the $265 Million Senior Notes to purchase, pursuant to a simultaneous tender offer, $250.0 million in aggregate principal amount of the $350 Million Senior Notes.

On April 3, 2006, pursuant to the 2004 Shelf Registration, the Company issued $300.0 million of 7 ¹/4% senior notes due 2018 (the “$300 Million 7 ¹/4% Senior Notes”) at 99.486% of the principal amount of the notes. The $300 Million 7 ¹/4 % Senior Notes, which are due June 15, 2018, with interest payable semi-annually, represent senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The $300 Million 7 ¹/4 % Senior Notes may be redeemed, in whole at any time or from time to time in part, at a price equal to the greater of (a) 100% of their principal amount and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed discounted at a defined rate, plus, in each case, accrued and unpaid interest to the applicable redemption date. The notes are unconditionally guaranteed jointly and severally by the Guarantor Subsidiaries on a senior unsecured basis.

Principal payments on senior notes, mortgages and land contracts due to land sellers and other loans are due as follows: 2012 — $25.0 million; 2013 — $0; 2014 — $249.6 million; 2015 — $749.1 million; 2016 — $0; and thereafter — $559.9 million.

Assets (primarily inventories) having a carrying value of $62.3 million as of November 30, 2011 are pledged to collateralize mortgages and land contracts due to land sellers and other loans.