DEBT | DEBT Total debt consists of the following (in thousands): As of March 31, 2018 December 31, 2017 Principal Unamortized Debt Issuance Costs Carrying Value Principal Unamortized Debt Issuance Costs Carrying Value 5.25% Senior Notes due 2021, unsecured $ 550,000 $ 3,593 $ 546,407 $ 550,000 $ 3,892 $ 546,108 5.875% Senior Notes due 2023, unsecured 350,000 2,860 347,140 350,000 3,002 346,998 5.625% Senior Notes due 2024, unsecured 350,000 3,185 346,815 350,000 3,319 346,681 Senior Notes subtotal 1,250,000 9,638 1,240,362 1,250,000 10,213 1,239,787 Loans payable and other borrowings 123,161 — 123,161 139,453 — 139,453 Revolving Credit Facility (1) — — — — — — Mortgage warehouse borrowings 41,522 — 41,522 118,822 — 118,822 Total Senior Notes and other financing $ 1,414,683 $ 9,638 $ 1,405,045 $ 1,508,275 $ 10,213 $ 1,498,062 (1) The Revolving Credit Facility included $2.9 million and $2.0 million of unamortized debt issuance costs as of March 31, 2018 and December 31, 2017 , respectively, which is presented in Prepaid expenses and other assets, net on the consolidated balance sheets. As of March 31, 2018 and December 31, 2017, we had $52.2 million and $47.1 million , respectively, of utilized letters of credit, resulting in $447.8 million and $452.9 million , respectively, of availability on the Revolving Credit Facility. 2021 Senior Notes On April 16, 2013, we issued $550.0 million aggregate principal amount of 5.25% Senior Notes due 2021 (the “2021 Senior Notes”). The 2021 Senior Notes mature on April 15, 2021. The 2021 Senior Notes are guaranteed by TMM Holdings Limited Partnership (“TMM Holdings”), Taylor Morrison Holdings, Inc., Taylor Morrison Communities II, Inc. and their homebuilding subsidiaries (collectively, the “Guarantors”), which are all subsidiaries directly or indirectly of TMHC. The 2021 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture for the 2021 Senior Notes contains covenants that limit (i) the making of investments, (ii) the payment of dividends and the redemption of equity and junior debt, (iii) the incurrence of additional indebtedness, (iv) asset dispositions, (v) mergers and similar corporate transactions, (vi) the incurrence of liens, (vii) prohibitions on payments and asset transfers among the issuers and restricted subsidiaries and (viii) transactions with affiliates, among others. The indenture governing the 2021 Senior Notes contains customary events of default. If we do not apply the net cash proceeds of certain asset sales within specified deadlines, we will be required to offer to repurchase the 2021 Senior Notes at par (plus accrued and unpaid interest) with such proceeds. We are also required to offer to repurchase the 2021 Senior Notes at a price equal to 101% of their aggregate principal amount (plus accrued and unpaid interest) upon certain change of control events. The 2021 Senior Notes are redeemable at scheduled redemption prices, currently at 102.625% , of their principal amount (plus accrued and unpaid interest). There are no financial maintenance covenants for the 2021 Senior Notes. 2023 Senior Notes On April 16, 2015, we issued $350.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “2023 Senior Notes”). The 2023 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The 2023 Senior Notes mature on April 15, 2023 . The 2023 Senior Notes are guaranteed by the same Guarantors that guarantee the 2021 Senior Notes. The indenture governing the 2023 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions. The indenture governing the 2023 Senior Notes contains events of default that are similar to those contained in the indenture governing the 2021 Senior Notes. The change of control provisions in the indenture governing the 2023 Senior Notes are similar to those contained in the indenture governing the 2021 Senior Notes, but a credit rating downgrade must occur in connection with the change of control before the repurchase offer requirement is triggered for the 2023 Senior Notes. Prior to January 15, 2023, the 2023 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through January 15, 2023 (plus accrued and unpaid interest). Beginning January 15, 2023, the 2023 Senior Notes are redeemable at par (plus accrued and unpaid interest). There are no financial maintenance covenants for the 2023 Senior Notes. 2024 Senior Notes On March 5, 2014, we issued $350.0 million aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Senior Notes”). The 2024 Senior Notes mature on March 1, 2024 . The 2024 Senior Notes are guaranteed by the same Guarantors that guarantee the 2021 and 2023 Senior Notes. The 2024 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture governing the 2024 Senior Notes contains covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions similar to the 2023 Senior Notes. The indenture governing the 2024 Senior Notes contains events of default that are similar to those contained in the indenture governing the 2021 and 2023 Senior Notes. The change of control provisions in the indenture governing the 2024 Senior Notes are similar to those contained in the indenture governing the 2023 Senior Notes. Prior to December 1, 2023, the 2024 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through December 1, 2023 (plus accrued and unpaid interest). Beginning on December 1, 2023, the 2024 Senior Notes are redeemable at par (plus accrued and unpaid interest). There are no financial maintenance covenants for the 2024 Senior Notes. Revolving Credit Facility On January 26, 2018, we amended our $500.0 million Revolving Credit Facility to extend the maturity date from April 12, 2019 to January 26, 2022 . Other immaterial changes were also made to the structure of the Revolving Credit Facility. The Revolving Credit Facility is guaranteed by the same Guarantors that guarantee the 2021, 2023 and 2024 Senior Notes. The Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level of at least $1.7 billion . The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal quarter or (b) undrawn letters of credit (except to the extent cash collateralized) issued under the Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter. For purposes of determining compliance with the financial covenants for any fiscal quarter, the Revolving Credit Facility provides that we may exercise an equity cure by issuing certain permitted securities for cash or otherwise recording cash contributions to our capital that will, upon the contribution of such cash to the borrower, be included in the calculation of consolidated tangible net worth and consolidated total capitalization. The equity cure right is exercisable up to twice in any period of four consecutive fiscal quarters and up to five times overall. The Revolving Credit Facility contains certain restrictive covenants including limitations on incurrence of liens, dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants, subject to the exercise of an equity cure), incorrectness of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, actual or asserted invalidity of material guarantees and change of control. As of March 31, 2018 , we were in compliance with all of the covenants under the Revolving Credit Facility. Mortgage Warehouse Borrowings The following is a summary of our mortgage warehouse borrowings (in thousands): As of March 31, 2018 Facility Amount Drawn Facility Amount Interest Rate Expiration Date Collateral (1) Flagstar $ 3,022 $ 39,000 LIBOR + 2.25% 30 days written notice Mortgage Loans Comerica 7,864 50,000 LIBOR + 2.25% On Demand Mortgage Loans J.P. Morgan 30,636 100,000 LIBOR + 2.375% September 24, 2018 Mortgage Loans and Restricted Cash Total $ 41,522 $ 189,000 As of December 31, 2017 Facility Amount Drawn Facility Amount Interest Rate Expiration Date Collateral (1) Flagstar $ 12,990 $ 39,000 LIBOR + 2.25% 30 days written notice Mortgage Loans Comerica 41,447 85,000 LIBOR + 2.25% On Demand Mortgage Loans J.P. Morgan 64,385 125,000 LIBOR + 2.375% September 24, 2018 Mortgage Loans and Restricted Cash Total $ 118,822 $ 249,000 (1) The mortgage warehouse borrowings outstanding as of March 31, 2018 and December 31, 2017 were collateralized by a) $93.0 million and $187.0 million , respectively, of mortgage loans held for sale, which comprised the balance of mortgage loans held for sale and b) approximately $1.3 million and $1.6 million , respectively, of cash which are included in restricted cash in the accompanying Condensed Consolidated Balance Sheets. Loans Payable and Other Borrowings Loans payable and other borrowings as of March 31, 2018 and December 31, 2017 consist of project-level debt due to various land sellers and seller financing notes from current and prior year acquisitions. Project-level debt is generally secured by the land that was acquired and the principal payments generally coincide with corresponding project lot sales or a principal reduction schedule. Loans payable bear interest at rates that ranged from 0% to 8% at each of March 31, 2018 and December 31, 2017 . We impute interest for loans with no stated interest rates. |