Debt

6 Months Ended

Jun. 30, 2019

Notes payable

Our senior notes are summarized as follows ($000’s omitted):



	June 30, 2019			December 31, 2018
4.250% unsecured senior notes due March 2021 (a)	$	425,954		$	700,000
5.500% unsecured senior notes due March 2026 (a)	700,000			700,000
5.000% unsecured senior notes due January 2027 (a)	600,000			600,000
7.875% unsecured senior notes due June 2032 (a)	300,000			300,000
6.375% unsecured senior notes due May 2033 (a)	400,000			400,000
6.000% unsecured senior notes due February 2035 (a)	300,000			300,000
Net premiums, discounts, and issuance costs (b)	(14,567		)	(13,247		)
Total senior notes	2,711,387			2,986,753
Other notes payable	28,938			41,313
Notes payable	$	2,740,325		$	3,028,066
Estimated fair value	$	2,942,710		$	2,899,143


(a)	Redeemable prior to maturity; guaranteed on a senior basis by certain wholly-owned subsidiaries


(b)	The carrying value of senior notes reflects the impact of premiums, discounts, and issuance costs that are amortized to interest cost over the respective terms of the senior notes.

Other notes payable include non-recourse and limited recourse collateralized notes with third parties that totaled $28.9 million and $41.3 million at June 30, 2019 and December 31, 2018, respectively. These notes have maturities ranging up to three years, are secured by the applicable land positions to which they relate, and have no recourse to any other assets. The stated interest rates on these notes range up to 8%.

During the three months ended June 30, 2019, we retired $274.0 million of our unsecured senior notes maturing in 2021 through a previously announced cash tender offer. The retirement resulted in a loss of $4.8 million, which includes the write-off of debt issuance costs, unamortized discounts and premiums, and transaction fees related to the repurchased debt, and is reflected in other expense, net.

Revolving credit facility

In June 2018, we entered into the Second Amended and Restated Credit Agreement ("Revolving Credit Facility") which replaced the Company's previous credit agreement. The Revolving Credit Facility contains substantially similar terms to the previous credit agreement and extended the maturity date from June 2019 to June 2023. The Revolving Credit Facility has a maximum borrowing capacity of $1.0 billion and contains an uncommitted accordion feature that could increase the capacity to $1.5 billion, subject to certain conditions and availability of additional bank commitments. The Revolving Credit Facility also provides for the issuance of letters of credit that reduce the available borrowing capacity under the Revolving Credit Facility, with a sublimit of $500.0 million at June 30, 2019. The interest rate on borrowings under the Revolving Credit Facility may be based on either the London Interbank Offered Rate ("LIBOR") or a base rate plus an applicable margin, as defined therein. We had no borrowings outstanding at June 30, 2019 and December 31, 2018, and $253.6 million and $239.4 million of letters of credit issued under the Revolving Credit Facility at June 30, 2019 and December 31, 2018, respectively.

The Revolving Credit Facility contains financial covenants that require us to maintain a minimum Tangible Net Worth, a minimum Interest Coverage Ratio, and a maximum Debt-to-Capitalization Ratio (as each term is defined in the Revolving Credit Facility). As of June 30, 2019, we were in compliance with all covenants. Our available and unused borrowings

under the Revolving Credit Facility, net of outstanding letters of credit, amounted to $746.4 million and $760.6 million at June 30, 2019 and December 31, 2018, respectively.

Joint venture debt

At June 30, 2019, aggregate outstanding debt of unconsolidated joint ventures was $29.2 million, of which $28.4 million was related to one joint venture in which we have a 50% interest. In connection with this loan, we and our joint venture partner provided customary limited recourse guaranties under which our maximum financial loss exposure is limited to our pro rata share of the debt outstanding. The limited guaranties include, but are not limited to: (i) completion of certain aspects of the project, (ii) an environmental indemnity provided to the lender, and (iii) an indemnification of the lender from certain "bad boy acts" of the joint venture.

Financial Services debt

Pulte Mortgage maintains a master repurchase agreement (the "Repurchase Agreement") with third party lenders that matures in August 2019. The maximum aggregate commitment was $280.0 million at June 30, 2019 and was reduced to $235.0 million on July 15, 2019. Borrowings under the Repurchase Agreement are secured by residential mortgage loans available-for-sale. The Repurchase Agreement contains various affirmative and negative covenants applicable to Pulte Mortgage, including quantitative thresholds related to net worth, net income, and liquidity. Pulte Mortgage had $234.2 million and $348.4 million outstanding under the Repurchase Agreement at June 30, 2019 and December 31, 2018, respectively, and was in compliance with all of its covenants and requirements as of such dates.