DEBT | DEBT Total debt consists of the following (in thousands): As of March 31, 2019 December 31, 2018 Principal Unamortized Debt Issuance (Costs) / Premium Carrying Value Principal Unamortized Debt Issuance (Costs) / Premium Carrying Value 5.25% Senior Notes due 2021 $ 550,000 $ (2,395 ) $ 547,605 $ 550,000 $ (2,695 ) $ 547,305 6.625% Senior Notes due 2022 400,000 10,794 410,794 400,000 11,656 411,656 5.875% Senior Notes due 2023 350,000 (2,293 ) 347,707 350,000 (2,434 ) 347,566 5.625% Senior Notes due 2024 350,000 (2,647 ) 347,353 350,000 (2,781 ) 347,219 Senior Notes subtotal 1,650,000 3,459 1,653,459 1,650,000 3,746 1,653,746 Loans payable and other borrowings 192,764 — 192,764 225,497 — 225,497 Revolving Credit Facility 35,000 — 35,000 — — — 364-Day Credit Agreement 200,000 — 200,000 200,000 — 200,000 Mortgage warehouse borrowings 59,114 — 59,114 130,353 — 130,353 Total Senior Notes and other financing $ 2,136,878 $ 3,459 $ 2,140,337 $ 2,205,850 $ 3,746 $ 2,209,596 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”), 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 at 101.313% , as of March 31, 2019, and currently 100.0%, of their principal amount (plus accrued and unpaid interest). There are no financial maintenance covenants for the 2021 Senior Notes. 2022 Senior Notes On October 2, 2018, we assumed $400.0 million aggregate principal amount of 6.625% Senior Notes due 2022 (the "2022 Senior Notes"). The carrying value of $411.7 million at December 31, 2018 reflects the acquisition fair value adjustment of the debt instrument, net of amortization. The 2022 Senior Notes mature on May 15, 2022. The 2022 Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The 2022 Senior Notes and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indenture governing the 2022 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 2022 Senior Notes contains customary events of default that are similar to those contained in the indentures governing our other Senior Notes. We are also required to offer to repurchase the 2022 Senior Notes at a price equal to 101% of their aggregate principal amount (plus accrued and unpaid interest) upon certain change of control events. Prior to May 15, 2019, the 2022 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through May 15, 2019 (plus accrued and unpaid interest). Beginning on May 15, 2019, the 2022 Senior Notes are redeemable at 103.313% of principal (plus accrued and unpaid interest) , beginning on May 15, 2020, the 2022 Senior Notes are redeemable at 101.656% of principal (plus accrued and unpaid interest) and beginning on May 21, 2021, the 2022 Senior Notes are redeemable at 100% of principal (plus accrued and unpaid interest). There are no financial maintenance covenants for the 2022 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 our other 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 indentures governing our other 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 our other 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 indentures governing our other 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 Our $600.0 million Revolving Credit Facility matures on January 26, 2022 and is guaranteed by the same Guarantors that guarantee the various Senior Notes. The Revolving Credit Facility includes $2.4 million and $2.7 million of unamortized debt issuance costs as of March 31, 2019 and December 31, 2018 , respectively, which are included in prepaid expenses and other assets, net on the condensed consolidated balance sheets. As of March 31, 2019 and December 31, 2018 , we had $61.0 million and $62.3 million , respectively, of utilized letters of credit, resulting in $504.0 million and $537.7 million , respectively, of availability under the Revolving Credit Facility. 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 $1.8 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, 2019 , we were in compliance with all of the covenants under the Revolving Credit Facility. 364-Day Credit Agreement Our 364-Day Credit Agreement matures on October 1, 2019 and is a term loan facility under which we borrowed an aggregate principal amount of $200.0 million . We may voluntarily repay outstanding loans under the 364-Day Credit Agreement at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to LIBOR loans. The 364-Day Credit Agreement contains certain financial covenants, requiring us and our subsidiaries to comply on a quarterly basis 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 $1.8 billion . As of March 31, 2019 , we were in compliance with all of the covenants under the 364-Day Credit Agreement. Mortgage Warehouse Borrowings The following is a summary of our mortgage warehouse borrowings (in thousands): As of March 31, 2019 Facility Amount Drawn Facility Amount Interest Rate Expiration Date Collateral (1) Warehouse A $ 12,271 $ 45,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse B 9,181 50,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse C 37,662 75,000 LIBOR + 1.95% On Demand Mortgage Loans and Restricted Cash Total $ 59,114 $ 170,000 As of December 31, 2018 Facility Amount Drawn Facility Amount Interest Rate Expiration Date Collateral (1) Warehouse A $ 29,484 $ 45,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse B 38,164 85,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse C 62,705 100,000 LIBOR + 1.95% On Demand Mortgage Loans and Restricted Cash Total $ 130,353 $ 230,000 (1) The mortgage warehouse borrowings outstanding as of March 31, 2019 and December 31, 2018 were collateralized by a) $103.7 million and $181.9 million , respectively, of mortgage loans held for sale, which comprised the balance of mortgage loans held for sale and b) approximately $1.4 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, 2019 and December 31, 2018 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, 2019 and December 31, 2018 |