Notes Payable Disclosures | NOTES PAYABLE Revolving Credit Agreement On April 29, 2022, we entered into an amendment to that certain Fifth Amended and Restated Credit Agreement, dated as of April 28, 2021, with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “2021 Credit Agreement” and, as so amended by such amendment, the “2022 Credit Agreement”). The amendment, among other things, (a) increased the commitments under the 2021 Credit Agreement by an additional $250.0 million, bringing the total commitments under the 2022 Credit Agreement to $1.1 billion, and (b) replaced the London Interbank Offered Rate (“LIBOR”) as the benchmark interest rate with the Secured Overnight Financing Rate (“SOFR”). Borrowings under the 2022 Credit Agreement bear interest, payable monthly in arrears, at the Company’s option, at either (1) term SOFR (based on 1, 3 or 6 month interest periods, as selected by the Company) plus a 10, 15 or 25 basis point adjustment, respectively, which rate is subject to a 50 basis point floor, plus an applicable margin (ranging from 145 basis points to 210 basis points (the “Applicable Margin”)) based on the Company’s leverage ratio as determined in accordance with a pricing grid, and (2) term SOFR based on a 1 month interest period plus a 10 basis point adjustment, subject to a 50 basis point floor, plus the Applicable Margin. The 2022 Credit Agreement matures on April 28, 2025. Before each anniversary of the 2022 Credit Agreement, we may request a one-year extension of its maturity date. The 2022 Credit Agreement is guaranteed by, among others, each of our subsidiaries that have gross assets of at least $0.5 million. The borrowings and letters of credit outstanding under the 2022 Credit Agreement, together with the outstanding principal balance of our 4.000% Senior Notes due 2029 (the “2029 Senior Notes”), may not exceed the borrowing base under the 2022 Credit Agreement. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company and its subsidiaries that guarantee the obligations under the 2022 Credit Agreement. As of March 31, 2023, the borrowing base under the 2022 Credit Agreement was $1.4 billion, of which borrowings, including the 2029 Senior Notes, of $1.1 billion were outstanding, $26.4 million of letters of credit were outstanding and $315.8 million was available to borrow under the 2022 Credit Agreement. Interest is paid monthly on borrowings under the 2022 Credit Agreement at SOFR plus an applicable margin. The 2022 Credit Agreement applicable margin for SOFR loans ranges from 1.45% to 2.10% based on our leverage ratio. The applicable margin was 1.85% during the three months ended March 31, 2023. At March 31, 2023, SOFR was 4.81%, subject to the 0.50% SOFR floor as included in the 2022 Credit Agreement. The 2022 Credit Agreement contains various financial covenants, including a minimum tangible net worth, a leverage ratio, a minimum liquidity amount and an EBITDA to interest expense ratio. The 2022 Credit Agreement contains various covenants that, among other restrictions, limit the amount of our additional debt and our ability to make certain investments. At March 31, 2023, we were in compliance with all of the covenants contained in the 2022 Credit Agreement. On April 28, 2023, we entered into a Third Amendment to Fifth Amended and Restated Credit Agreement with several financial institutions, and Wells Fargo Bank, National Association, as administrative agent (the “Third Amendment”), which amends the 2022 Credit Agreement (as so amended by the Third Amendment, the “Credit Agreement”). The Credit Agreement provides for a $1.13 billion revolving credit facility, which can be increased at the request of the Company by up to $170.0 million, subject to the terms and conditions of the Credit Agreement. Lenders with $775.0 million, or 68.6%, of the $1.13 billion of commitments under the Credit Agreement, agreed to extend the maturity of their commitments to April 28, 2027, with the remaining lenders retaining their existing maturity of April 28, 2025. The Credit Agreement also permits our subsidiaries that solely own and operate single family rental homes to incur secured indebtedness not to exceed 6% of our tangible net worth, and allows such subsidiaries to not guarantee the obligations under the Credit Agreement. The Credit Agreement otherwise has substantially similar terms and provisions to the 2022 Credit Agreement. Senior Notes Offering On June 28, 2021, we issued $300.0 million aggregate principal amount of the 2029 Senior Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. Interest on the 2029 Senior Notes accrues at a rate of 4.000% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. The 2029 Senior Notes mature on July 15, 2029. The terms of the 2029 Senior Notes are governed by an Indenture, dated as of July 6, 2018, and Third Supplemental Indenture thereto, dated as of June 28, 2021, as may be supplemented from time to time, among us, our subsidiaries that guarantee our obligations under the 2022 Credit Agreement and Wilmington Trust, National Association, as trustee. Notes payable consist of the following (in thousands): March 31, 2023 December 31, 2022 Notes payable under the 2022 Credit Agreement ($1.1 billion revolving credit facility at March 31, 2023) maturing on April 28, 2025; interest paid monthly at SOFR plus 1.85% $ 756,241 $ 828,350 4.000% Senior Notes due July 15, 2029; interest paid semi-annually at 4.000% 300,000 300,000 Net debt issuance costs (10,404) (11,349) Total notes payable $ 1,045,837 $ 1,117,001 Capitalized Interest Interest activity, including other financing costs, for notes payable and financing arrangements for the periods presented is as follows (in thousands): Three Months Ended March 31, 2023 2022 Interest incurred $ 19,169 $ 7,027 Less: Amounts capitalized (19,169) (7,027) Interest expense $ — $ — Cash paid for interest $ 25,500 $ 9,668 |