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Notes Payable | 12 Months Ended
--- | ---
Nov. 30, 2017
Debt Disclosure [Abstract] |
Notes Payable | Notes Payable Notes payable consisted of the following (in thousands):
| November 30,
| 2017 |  | 2016
Mortgages and land contracts due to land sellers and other loans (at interest rates of 1% to 3% at November 30, 2017 and 1% to 7% at November 30, 2016) | $ | 10,203 |  |  | $ | 66,927 |
9.10% Senior notes due September 15, 2017 | — |  |  | 263,932 |
7 1/4% Senior notes due June 15, 2018 | 299,867 |  |  | 299,647 |
4.75% Senior notes due May 15, 2019 | 398,397 |  |  | 397,364 |
8.00% Senior notes due March 15, 2020 | 346,238 |  |  | 344,811 |
7.00% Senior notes due December 15, 2021 | 446,608 |  |  | 445,911 |
7.50% Senior notes due September 15, 2022 | 347,234 |  |  | 346,774 |
7.625% Senior notes due May 15, 2023 | 247,726 |  |  | 247,404 |
1.375% Convertible senior notes due February 1, 2019 | 228,572 |  |  | 227,379 |
Total | $ | 2,324,845 |  |  | $ | 2,640,149 |
The carrying amounts of our senior notes listed above are net of debt issuance costs and discounts, which totaled $15.4 million at November 30, 2017 and $21.8 million at November 30, 2016. Unsecured Revolving Credit Facility. On July 27, 2017, we entered into an amendment to the Credit Facility that increased the commitment from $275.0 million to $500.0 million and extended its maturity from August 7, 2019 to July 27, 2021. 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 $600.0 million 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, which may be utilized in combination with, or to replace, the LOC Facility. 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 .30% to .45% 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, 2017, we had no cash borrowings and $37.6 million of letters of credit outstanding under the Credit Facility. Therefore, as of November 30, 2017, we had $462.4 million available for cash borrowings under the Credit Facility, with up to $212.4 million of that amount available for the issuance of additional letters of credit. LOC Facility. 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, 2017 and 2016, we had no letters of credit outstanding under the LOC Facility. The LOC Facility requires us to deposit and maintain cash with the issuing financial institution as collateral for any letters of credit that may be outstanding. Mortgages and Land Contracts Due to Land Sellers and Other Loans. As of November 30, 2017, inventories having a carrying value of $27.6 million were pledged to collateralize mortgages and land contracts due to land sellers and other loans. Shelf Registration. On July 14, 2017, we filed the 2017 Shelf Registration with the SEC. The 2017 Shelf Registration registers the offering of securities that we may issue from time to time in amounts to be determined. 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. The 2017 Shelf Registration replaced our previously effective universal shelf registration statement filed with the SEC on July 18, 2014. We have not made any offerings of securities under the 2017 Shelf Registration. Senior Notes. All of the senior notes outstanding at November 30, 2017 and 2016 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, 2017 were as follows (dollars in thousands):
|  |  |  |  |  |  |  | Redeemable Prior to Maturity |  | Effective Interest Rate
Notes Payable |  | Principal |  | Issuance Date |  | Maturity Date |  |
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) | 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 the applicable redemption date.
(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 these 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. On January 13, 2017, at our option, we redeemed $100.0 million in aggregate principal amount of our 9.10% Senior Notes due 2017 outstanding at the redemption price calculated in accordance with the “make-whole” provisions of the notes. We used internally generated cash to fund this redemption. We paid $105.3 million to redeem the notes and recorded a charge of $5.7 million for the early extinguishment of debt. We repaid the remaining $165.0 million in aggregate principal amount of our 9.10% Senior Notes due 2017 at their maturity on September 15, 2017 using internally generated funds. 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. 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, 2017, 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: 2018 — $303.1 million; 2019 — $637.1 million; 2020 — $350.0 million; 2021 — $0; 2022— $800.0 million; and thereafter — $250.0 million.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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