DEBT | DEBT Total debt consists of the following (in thousands): As of September 30, 2021 December 31, 2020 Principal Unamortized Debt Issuance (Costs)/Premium Carrying Value Principal Unamortized Debt Issuance (Costs)/Premium Carrying Value 5.875% Senior Notes due 2023 $ 350,000 $ (874) $ 349,126 $ 350,000 $ (1,300) $ 348,700 5.625% Senior Notes due 2024 350,000 (1,301) 348,699 350,000 (1,705) 348,295 5.875% Senior Notes due 2027 500,000 (4,439) 495,561 500,000 (5,026) 494,974 6.625% Senior Notes due 2027 (1) 300,000 18,518 318,518 300,000 20,915 320,915 5.75% Senior Notes due 2028 450,000 (3,972) 446,028 450,000 (4,445) 445,555 5.125% Senior Notes due 2030 500,000 (5,599) 494,401 500,000 (6,074) 493,926 Senior Notes subtotal $ 2,450,000 $ 2,333 $ 2,452,333 $ 2,450,000 $ 2,365 $ 2,452,365 Loans payable and other borrowings 406,859 — 406,859 348,741 — 348,741 $800 Million Revolving Credit Facility (2), (4) 100,000 — 100,000 — — — $100 Million Revolving Credit Facility (3), (4) 26,692 — 26,692 — — — Mortgage warehouse borrowings 235,685 — 235,685 127,289 — 127,289 Total debt $ 3,219,236 $ 2,333 $ 3,221,569 $ 2,926,030 $ 2,365 $ 2,928,395 (1) Consists of the remaining $9.6 million of 2027 6.625% WLH notes and $290.4 million 2027 6.625% TM Communities Notes issued by TM Communities in connection with the exchange offer as described below. Unamortized Debt Issuance (Cost)/Premium for such notes is reflective of fair value adjustments as a result of purchase accounting estimates. (2) As of December 31, 2020, we had no outstanding borrowings on the $800 Million Revolving Credit Facility. (3) The $100 Million Revolving Credit Facility was entered into during the third quarter of 2021. (4) Unamortized debt issuance costs are included in Prepaid expenses and other assets, net on the Condensed Consolidated Balance Sheets. See balances of unamortized debt issuance cost below in the facility's description. Senior Notes All of our senior notes (the “Senior Notes”) described below and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indentures governing our Senior Notes (except for the remaining 2027 6.625% WLH Notes, as described below) contain covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions and contain customary events of default. None of the indentures for the Senior Notes have financial maintenance covenants. As of September 30, 2021, we were in compliance with all of the covenants under the Senior Notes. 5.875% Senior Notes due 2023 On April 16, 2015, Taylor Morrison Communities, Inc (“TM Communities”) issued $350.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “2023 5.875% Senior Notes”), which mature on April 15, 2023. The 2023 5.875% Senior Notes are guaranteed by Taylor Morrison Home III Corporation, Taylor Morrison Holdings, Inc. and their homebuilding subsidiaries (collectively, the “Guarantors”). We are required to offer to repurchase the 2023 5.875% Senior Notes at a price equal to 101% of their aggregate principal amount (plus accrued and unpaid interest) upon certain change of control events where there is a credit rating downgrade that occurs in connection with the change of control. Prior to January 15, 2023, the 2023 5.875% 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 5.875% Senior Notes are redeemable at par (plus accrued and unpaid interest). 5.625% Senior Notes due 2024 On March 5, 2014, TM Communities issued $350.0 million aggregate principal amount of 5.625% Senior Notes due 2024 (the “2024 Senior Notes”), which mature on March 1, 2024. The 2024 Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2024 Senior Notes are similar to those contained in the indentures governing our other 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). 5.875% Senior Notes due 2027 On June 5, 2019, TM Communities issued $500.0 million aggregate principal amount of 5.875% Senior Notes due 2027 (the “2027 5.875% Senior Notes”), which mature on June 15, 2027. The 2027 5.875% Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2027 5.875% Senior Notes are similar to those contained in the indentures governing our other Senior Notes. Prior to March 15, 2027, the 2027 5.875% Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through March 15, 2027 (plus accrued and unpaid interest). Beginning on March 15, 2027, the 2027 5.875% Senior Notes are redeemable at par (plus accrued and unpaid interest). 6.625% Senior Notes due 2027 Following our exchange offer in the first quarter of 2020, whereby TM Communities offered to exchange any and all outstanding senior notes issued by WLH, we had $290.4 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by TM Communities (the “2027 6.625% TM Communities Notes”) and $9.6 million aggregate principal amount of 6.625% Senior Notes due 2027 issued by WLH (the “2027 6.625% WLH Notes” and together with the 2027 6.625% TM Communities Notes, the “2027 6.625% Senior Notes”) (the “Exchange offer”). The 2027 6.625% TM Communities Notes are obligations of TM Communities and are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2027 6.625% TM Communities Notes are similar to those contained in the indentures governing our other Senior Notes. In connection with the consummation of the exchange offer, WLH entered into a supplemental indenture to eliminate substantially all of the covenants in the indenture governing the 2027 6.625% WLH Notes, including the requirements to offer to purchase such notes upon a change of control, and to eliminate certain other restrictive provisions and events that constitute an “Event of Default” in such indenture. The 2027 6.625% Senior Notes mature on July 15, 2027. Prior to July 15, 2022, the 2027 6.625% Senior Notes may be redeemed in whole or in part at a redemption price equal to 100% of the principal amount plus a “make-whole” premium, and accrued and unpaid interest, if any, to, but not including, the redemption date. On or after July 15, 2022, the 2027 6.625% Senior Notes are redeemable at a price equal to 103.313% of principal (plus accrued and unpaid interest). On or after July 15, 2023, the 2027 6.625% Senior Notes are redeemable at a price equal to 102.208% of principal (plus accrued and unpaid interest). On or after July 31, 2024, the 2027 6.625% Senior Notes are redeemable at a price equal to a 101.104% of principal (plus accrued and unpaid interest). On or after July 15, 2025, the 2027 6.625% Senior Notes are redeemable at a price equal to 100% of principal (plus accrued and unpaid interest). In addition, at any time prior to July 15, 2022, we may, at our option, on one or more occasions, redeem the 2027 6.625% Senior Notes (including any additional notes that may be issued in the future under the 2027 6.625% Senior Notes Indenture) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2027 6.625% Senior Notes at a redemption price (expressed as a percentage of principal amount) of 106.625%, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with an amount equal to the net cash proceeds from one or more equity offerings. 5.75% Senior Notes due 2028 On August 1, 2019, TM Communities issued $450.0 million aggregate principal amount of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”), which mature on January 15, 2028. The 2028 Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2028 Senior Notes are similar to those contained in the indentures governing our other Senior Notes. Prior to October 15, 2027, the 2028 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through October 15, 2027 (plus accrued and unpaid interest). Beginning on October 15, 2027, the 2028 Senior Notes are redeemable at par (plus accrued and unpaid interest). 5.125% Senior Notes due 2030 and Redemption of the 2023 6.00% Senior Notes and Redemption of the 2025 Senior Notes In July 2020, we partially redeemed $266.9 million of our 6.00% Senior Notes due 2023 (the “2023 6.00% Senior Notes”) and $333.1 million of our 5.875% Senior Notes due 2025 (the “2025 Senior Notes”) using the net proceeds from the issuance of $500.0 million aggregate principal amount of 5.125% Senior Notes due 2030 (the “2030 Senior Notes”). In September 2020, we redeemed the remaining $83.1 million and $103.8 million of 2023 6.00% Senior Notes and 2025 Senior Notes, respectively, using cash on hand. For the 2023 6.00% Senior Notes, the redemption price was equal to 100.0% of the principal amount, plus a make-whole premium of 0.11% plus 50 basis points, plus accrued and unpaid interest to but excluding the redemption date. For the 2025 Senior Notes, the redemption price was equal to 102.938% of the principal amount, plus accrued and unpaid interest to but excluding the redemption date. As a result of the early redemption of the 2023 6.00% Senior Notes and 2025 Senior Notes, we recorded a total net loss on extinguishment of debt of approximately $10.2 million in Loss on extinguishment of debt, net, in the Consolidated Statement of Operations for the nine months ended September 30, 2020. The 2030 Senior Notes mature on August 1, 2030. The Senior Notes are guaranteed by the Guarantors. The change of control provisions in the indenture governing the 2030 Senior Notes are similar to those contained in the indentures governing our other Senior Notes. Prior to February 1, 2030, the 2030 Senior Notes are redeemable at a price equal to 100.0% plus a “make-whole” premium for payments through February 1, 2030 (plus accrued and unpaid interest). Beginning on February 1, 2030, the 2030 Senior Notes are redeemable at par (plus accrued and unpaid interest). $800 Million Revolving Credit Facility Our $800 Million Revolving Credit Facility matures on February 6, 2024 and is guaranteed by the Guarantors. Borrowings outstanding under our $800 Million Revolving Credit Facility as of September 30, 2021 were $100.0 million. We had no borrowings outstanding as of December 31, 2020. As of September 30, 2021 and December 31, 2020, we had $1.2 million and $1.6 million, respectively, of unamortized debt issuance costs relating to our $800 Million Revolving Credit Facility, which are included in Prepaid expenses and other assets, net, on the Condensed Consolidated Balance Sheets. As of September 30, 2021 and December 31, 2020, we had $51.4 million and $64.3 million, respectively, of utilized letters of credit, resulting in $648.6 million and $735.7 million, respectively, of availability under the $800 Million Revolving Credit Facility. The $800 Million 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 $2.3 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the $800 Million 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 $800 Million Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the $800 Million Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five The $800 Million 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 $800 Million 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 September 30, 2021, we were in compliance with all of the covenants under the $800 Million Revolving Credit Facility. $100 Million Revolving Credit Facility On September 17, 2021, we entered into a $100 Million Revolving Credit Facility, which matures on September 17, 2024 and is guaranteed by the Guarantors (the $100 Million Revolving Credit Agreement together with the $800 Million Revolving Credit Agreement, the "Credit Facilities"). This facility is specific to our Build-to-Rent operations. Borrowings outstanding under our $100 Million Revolving Credit Facility as of September 30, 2021, was $26.7 million. As of September 30, 2021, we had $0.8 million of unamortized debt issuance costs relating to our $100 Million Revolving Credit Facility, which are included in Prepaid expenses and other assets, net, on the Condensed Consolidated Balance Sheets. As of September 30, 2021 we had no utilized letters of credit, resulting in $73.3 million of availability under the $100 Million Revolving Credit Facility. The $100 Million 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 $2.3 billion. The financial covenants would be in effect for any fiscal quarter during which any (a) loans under the $100 Million 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 $100 Million Revolving Credit Facility in an aggregate amount greater than $40.0 million or unreimbursed letters of credit issued under the $100 Million Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five The $100 Million Revolving Credit Facility includes the same restrictive covenants as are included in the $800 Million Revolving Credit Facility, described above. As of September 30, 2021, we were in compliance with all of the covenants under the $100 Million Revolving Credit Facility. Mortgage Warehouse Borrowings The following is a summary of our mortgage warehouse borrowings (in thousands): As of September 30, 2021 Facility Amount Drawn Facility Amount Interest Rate (1) Expiration Date Collateral (2) Warehouse A $ 4,079 $ 10,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse B 57,047 75,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse C 109,207 125,000 LIBOR + 2.05% On Demand Mortgage Loans and Restricted Cash Warehouse D (3) 65,352 100,000 LIBOR + 1.65% November 15, 2021 Mortgage Loans Total $ 235,685 $ 310,000 As of December 31, 2020 Facility Amount Drawn Facility Amount Interest Rate (1) Expiration Date Collateral (2) Warehouse A $ 40,958 $ 55,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse B 19,457 85,000 LIBOR + 1.75% On Demand Mortgage Loans Warehouse C 43,148 75,000 LIBOR + 2.05% On Demand Mortgage Loans and Restricted Cash Warehouse D 23,726 80,000 LIBOR + 1.65% November 15, 2021 Mortgage Loans Total $ 127,289 $ 295,000 (1) Subject to certain interest rate floors. (2) The mortgage warehouse borrowings outstanding as of September 30, 2021 and December 31, 2020 were collateralized by $286.0 million and $201.2 million, respectively, of mortgage loans held for sale, which comprise the balance of mortgage loans held for sale, and approximately $1.6 million and $1.3 million, respectively, of cash which is restricted cash on our Condensed Consolidated Balance Sheet. (3) We intend on renewing this warehouse upon expiration. Loans Payable and Other Borrowings |