Notes Payable

Notes payable consisted of the following (in thousands):



	November 30,
	2016		2015
Mortgages and land contracts due to land sellers and other loans (at interest rates of 1% to 7% at November 30, 2016 and 4% to 7% at November 30, 2015)	$	66,927	$	35,664
9.10% Senior notes due September 15, 2017	263,932		262,570
7 1/4% Senior notes due June 15, 2018	299,647		299,431
4.75% Senior notes due May 15, 2019	397,364		396,309
8.00% Senior notes due March 15, 2020	344,811		343,327
7.00% Senior notes due December 15, 2021	445,911		445,079
7.50% Senior notes due September 15, 2022	346,774		346,204
7.625% Senior notes due May 15, 2023	247,404		247,000
1.375% Convertible senior notes due February 1, 2019	227,379		226,170
Total	$	2,640,149	$	2,601,754

The senior note and convertible senior note balances in the table above reflect our adoption of ASU 2015-03, as described in Note 1 – Summary of Significant Accounting Policies. Debt issuance costs that were deducted from the carrying amounts of the applicable senior notes totaled $18.3 million at November 30, 2016 and $23.8 million at November 30, 2015. The carrying amounts of the senior notes listed above are also net of any unamortized discounts.

Unsecured Revolving Credit Facility. We have a $275.0 million Credit Facility that will mature on August 7, 2019. The Credit Facility contains an uncommitted accordion feature under which its aggregate principal amount of available loans can be increased to a maximum of $450.0 million under certain conditions, including obtaining additional bank commitments. The Credit Facility also contains a sublimit of $137.5 million for the issuance of letters of credit, which may be utilized in combination with, or to replace, the LOC Facility. Interest on amounts borrowed under the Credit Facility is payable 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 ranging from .30% to .50% of the unused commitment, based on our Leverage Ratio. The terms of the Credit Facility require us, 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, 2016, we had no cash borrowings and $31.0 million of letters of credit outstanding under the Credit Facility. Therefore, as of November 30, 2016, we had $244.0 million available for cash borrowings under the Credit Facility, with up to $106.5 million of that amount available for the issuance of additional letters of credit.

LOC Facility. We maintain the LOC Facility with a financial institution to obtain letters of credit from time to time in the ordinary course of operating our business. We had no letters of credit outstanding under the LOC Facility at November 30, 2016 and $9.1 million outstanding at November 30, 2015. The LOC Facility requires us to deposit and maintain cash with the issuing financial institution as collateral for our letters of credit outstanding.

Mortgages and Land Contracts Due to Land Sellers and Other Loans. As of November 30, 2016, inventories having a carrying value of $181.8 million were pledged to collateralize mortgages and land contracts due to land sellers and other loans.

Shelf Registration. Issuances of debt and equity securities under our 2014 Shelf Registration require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued. Our ability to issue equity and/or debt is subject to market conditions and other factors impacting our borrowing capacity.

Senior Notes. All of our senior notes outstanding at November 30, 2016 and 2015 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, 2016 were as follows (dollars in thousands):

Redeemable Prior to Maturity

Effective Interest Rate

Notes Payable

Principal

Issuance Date

Maturity Date

9.10% Senior notes

265,000

July 30, 2009

September 15, 2017

Yes (a)

9.6

7 1/4% Senior notes

300,000

April 3, 2006

June 15, 2018

Yes (a)

7.3

4.75% Senior notes

400,000

March 25, 2014

May 15, 2019

Yes (b)

5.0

8.00% Senior notes

350,000

February 7, 2012

March 15, 2020

Yes (a)

8.5

7.00% Senior notes

450,000

October 29, 2013

December 15, 2021

Yes (b)

7.2

7.50% Senior notes

350,000

July 31, 2012

September 15, 2022

Yes (a)

7.7

7.625% Senior notes

250,000

February 17, 2015

May 15, 2023

Yes (b)

7.8

1.375% Convertible senior notes

230,000

January 29, 2013

February 1, 2019

Yes (c)

1.9

(a)

(b)

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 4.75% Senior Notes due 2019 and 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 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.


(c)	We may not redeem the notes prior to November 6, 2018. On or after November 6, 2018, and prior to the stated maturity date, we may, at our option, redeem all or part of the notes at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding the redemption date.

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 (with the exception of the amount outstanding related to our 7 1/4% Senior Notes due 2018) at 101% of their principal amount, together with all accrued and unpaid interest, if any. If a fundamental change, as defined in the instruments governing the 1.375% Convertible Senior Notes due 2019, occurs prior to the stated maturity date, the holders may require us to purchase for cash all or any portion of their 1.375% Convertible Senior Notes due 2019 at 100% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the fundamental change purchase date.

In 2015, we used a portion of the total net proceeds of $245.4 million from the issuance of the 7.625% Senior Notes due 2023 to retire the remaining $199.9 million in aggregate principal amount of our 6 1/4% Senior Notes due 2015 at their maturity on June 15, 2015. The remainder of the net proceeds was used for general corporate purposes, including working capital, land acquisition and land development.

In 2014, we used the $394.6 million in total net proceeds from the issuance of the 4.75% Senior Notes due 2019 together with the total net proceeds from a concurrent underwritten public offering of our common stock, which is discussed below in Note 17 – Stockholders’ Equity, for general corporate purposes, including land acquisition and land development.

At any time prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of the 1.375% Convertible Senior Notes due 2019. These notes are initially convertible into shares of our common stock at a conversion rate of 36.5297 shares for each $1,000 principal amount of the notes, which represents an initial conversion price of approximately $27.37 per share. This initial conversion rate equates to 8,401,831 shares of our common stock and is subject to adjustment upon the occurrence of certain events, including: subdivisions and combinations of our common stock; the issuance of stock dividends, or certain rights, options or warrants, capital stock, indebtedness, assets or cash dividends to all or substantially all holders of our common stock; and certain issuer tender or exchange offers. The conversion rate will not, however, be adjusted for other events, such as a third party tender or exchange offer or an issuance of common stock for cash or an acquisition, that may adversely affect the trading price of the notes or our common stock. On conversion, holders of the 1.375% Convertible Senior Notes due 2019 will not be entitled to receive cash in lieu of shares of our common stock, except for cash in lieu of fractional shares. We maintain 12,602,735 shares of our common stock to meet conversions if and when they occur. This represents the maximum number of shares of our common stock potentially deliverable upon conversion to holders of the 1.375% Convertible Senior Notes due 2019 based on the terms of their governing instruments. The maximum number of shares would potentially be deliverable to holders only in certain limited circumstances as set forth in the instruments governing these notes.

The indenture governing the 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, the senior notes (with the exception of the 7 1/4% Senior Notes due 2018) contain certain limitations related to mergers, consolidations, and sales of assets.

As of November 30, 2016, 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. There are no agreements that restrict our payment of dividends other than to maintain compliance with the financial covenant requirements under the Credit Facility, which would restrict our payment of dividends if a default under the Credit Facility exists at the time of any such payment, or if any such payment would result in such a default.

Principal payments on senior notes, mortgages and land contracts due to land sellers and other loans are due during each year ended November 30 as follows: 2017 — $331.9 million; 2018 — $300.0 million; 2019 — $630.0 million; 2020 — $350.0 million; 2021 — $0; and thereafter — $1.05 billion.