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Borrowings
12 Months Ended
Sep. 30, 2019
Debt Disclosure [Abstract]  
Borrowings
Borrowings
The Company's debt, net of premiums, discounts, and unamortized debt issuance costs consisted of the following as of September 30, 2019 and September 30, 2018:
in thousands
Maturity Date
September 30, 2019
 
September 30, 2018
Senior Unsecured Term Loan (Term Loan)
September 2022
$
150,000

 
$

8 3/4% Senior Notes (2022 Notes)
March 2022

 
500,000

7 1/4% Senior Notes (2023 Notes)
February 2023

 
24,834

6 3/4% Senior Notes (2025 Notes)
March 2025
229,555

 
250,000

5 7/8% Senior Notes (2027 Notes)
October 2027
394,000

 
400,000

7 1/4% Senior Notes (2029 Notes)
October 2029
350,000

 

Unamortized debt premium, net
 

 
2,640

Unamortized debt issuance costs
 
(12,470
)
 
(14,336
)
Total Senior Notes, net
 
1,111,085

 
1,163,138

Junior Subordinated Notes (net of unamortized accretion of $34,703 and $36,770, respectively)
July 2036
66,070

 
64,003

Other Secured Notes Payable
Various Dates
1,154

 
4,113

Total debt, net
 
$
1,178,309

 
$
1,231,254


As of September 30, 2019, the future maturities of our borrowings were as follows:
Fiscal Year Ended September 30,
 
in thousands
 
2020
$
51,154

2021
50,000

2022
50,000

2023

2024

Thereafter
1,074,328

Total
$
1,225,482






Secured Revolving Credit Facility
The Secured Revolving Credit Facility (the Facility) provides working capital and letter of credit capacity. In September 2019, the Company executed a Seventh Amendment to the Facility. The Seventh Amendment (1) extends the termination date of the Facility from February 2021 to February 2022; (2) increases the maximum aggregate amount of commitments under the Facility, including borrowings and letters of credit, from $210.0 million to $250.0 million; and (3) increased the after-acquired exclusionary condition (as defined by the underlying Credit Agreement) from $800 million to the product of the aggregate amount of the commitments multiplied by 4. The Facility is currently with four lenders.
The Facility allows us to issue letters of credit against the undrawn capacity. Subject to our option to cash collateralize our obligations under the Facility upon certain conditions, our obligations under the Facility are secured by liens on substantially all of our personal property and a significant portion of our owned real property. We also pledged approximately $936.0 million of inventory assets to the Facility to collateralize potential future borrowings or letters of credit (in addition to the letters of credit already issued under the Facility). As of September 30, 2019, no borrowings and no letters of credit were outstanding under the Facility, resulting in a remaining capacity of $250.0 million. As of September 30, 2018, no borrowings and no letters of credit were outstanding under the Facility, resulting in a remaining capacity of $200.0 million. The Facility contains certain covenants, including negative covenants and financial maintenance covenants, with which we are required to comply. We are currently in compliance with all such covenants.
Senior Unsecured Term Loan
On September 9, 2019, the Company entered into a term loan agreement, which provides for a Senior Unsecured Term Loan (the Term Loan) in an aggregate principal amount of up to $150.0 million. The proceeds from the Term Loan were used to refinance a portion of the Company's 2022 Notes. The Term Loan will (1) mature in September 2022, with $50.0 million annual repayment installments in September 2020 and September 2021; (2) bears interest at a fixed rate of 4.875%; and (3) includes an option to prepay, subject to certain conditions and the payment of certain premiums. The Term Loan contains covenants generally consistent with the covenants contained in the Facility. As of September 30, 2019, we were in compliance with all such covenants.
Letter of Credit Facilities
The Company has entered into stand-alone, cash-secured letter of credit agreements with banks to maintain pre-existing letters of credit and to provide for the issuance of new letters of credit (in addition to the letters of credit issued under the Facility). As of September 30, 2019 and September 30, 2018, the Company had letters of credit outstanding under these additional facilities of $14.1 million and $10.4 million, respectively, all of which were secured by cash collateral in restricted accounts. The Company may enter into additional arrangements to provide additional letter of credit capacity.
In May 2018, the Company entered into a reimbursement agreement, which provides for the issuance of performance letters of credit, and an unsecured credit agreement that provides for the issuance of up to $50.0 million of standby letters of credit to backstop the Company's obligations under the reimbursement agreement. The Bilateral Facility will terminate on June 10, 2021. As of September 30, 2019, the total stated amount of performance letters of credit issued under the reimbursement agreement was $34.2 million (and the stated amount of the backstop standby letter of credit issued under the credit agreement was $40.0 million). The Company may enter into additional arrangements to provide greater letter of credit capacity.
Senior Notes
The Company's Senior Notes are unsecured obligations ranking pari passu with all other existing and future senior indebtedness. Substantially all of the Company's significant subsidiaries are full and unconditional guarantors of the Senior Notes and are jointly and severally liable for obligations under the Senior Notes and the Facility. Each guarantor subsidiary is a 100% owned subsidiary of Beazer Homes. See Note 19 for further information.
All unsecured Senior Notes rank equally in right of payment with all existing and future senior unsecured obligations, senior to all of the Company's existing and future subordinated indebtedness and effectively subordinated to the Company's existing and future secured indebtedness, including indebtedness under the Facility, if outstanding, to the extent of the value of the assets securing such indebtedness. The unsecured Senior Notes and related guarantees are structurally subordinated to all indebtedness and other liabilities of all of the Company's subsidiaries that do not guarantee these notes, but are fully and unconditionally guaranteed jointly and severally on a senior basis by the Company's wholly-owned subsidiaries party to each applicable indenture.
The Company's Senior Notes are issued under indentures that contain certain restrictive covenants which, among other things, restrict our ability to pay dividends, repurchase our common stock, incur certain types of additional indebtedness, and make certain investments. Compliance with the Senior Note covenants does not significantly impact the Company's operations. The Company is in compliance with the covenants contained in the indentures of all of its Senior Notes as of September 30, 2019.
In September 2019, we issued and sold $350.0 million aggregate principal amount of the 2029 Notes at par (before underwriting and other issuance costs) through a private placement to qualified institutional buyers. Interest on the 2029 Notes is payable semi-annually, beginning in April 2020. The 2029 Notes will mature in October 2029. We may redeem the 2029 Notes at any time prior to October 15, 2024, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest to, but excluding, the redemption date, plus a customary make-whole premium. The covenants related to the 2029 Notes are consistent with our other senior notes.
In September 2019, we redeemed our outstanding 2022 Notes of $500.0 million using proceeds from the Term Loan, the issuance of the 2029 Notes, and cash on hand, resulting in a loss on extinguishment of debt of $25.2 million, which was net of a $1.9 million non-cash write-off of debt issuance and discount costs. As a result, the Company terminated, cancelled, and discharged all of its obligations under the 2022 Notes.
During the three months ended September 30, 2019, we also redeemed $6.0 million of the 2027 Notes and the remaining outstanding balance of the 2023 Notes of $23.7 million using cash on hand, resulting in a loss on extinguishment of debt of $0.3 million, which is net of a $0.2 million non-cash write-off of debt issuance costs. As a result, the Company terminated, cancelled, and discharged all of its obligations under the 2023 Notes.
During the first nine months of fiscal 2019, we redeemed $1.2 million and $20.4 million of the 2023 Notes and the 2025 Notes, respectively. The retirements resulted in an aggregate gain on extinguishment of debt of $0.6 million, which was net of a $0.3 million non-cash write-off of debt issuance costs for the year ended September 30, 2019.
For the fiscal year ended September 30, 2019, the retirement of various unsecured senior notes discussed above resulted in an aggregate loss on extinguishment of debt of $24.9 million, which was net of a $2.4 million non-cash write-off of debt issuance and discount costs.
For the fiscal year ended September 30, 2018, we completed the following transactions with respect to our unsecured Senior Notes.
In October 2017, we issued and sold $400.0 million aggregate principal amount of 2027 Notes at par (before underwriting and other issuance costs) through a private placement to qualified institutional buyers. Interest on the 2027 Notes is payable semi-annually, beginning on April 15, 2018. The 2027 Notes will mature on October 15, 2027. We may redeem the 2027 Notes at any time prior to October 15, 2022, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, together with accrued and unpaid interest to, but excluding, the redemption date, plus a customary make-whole premium. The covenants related to the 2027 Notes are consistent with our other senior notes.
During the first quarter of fiscal 2018, we used the proceeds of the 2027 Notes, as well as $34.5 million cash on hand, to redeem $225.0 million of our 2019 Notes and $175.0 million of our 2023 Notes then outstanding, resulting in a loss on extinguishment of debt of $25.9 million, of which $3.2 million was a non-cash write-off of debt issuance and discount costs.
In September 2018, we redeemed our then outstanding 2019 Notes for $98.2 million using cash on hand, resulting in a loss on extinguishment of debt of $1.9 million, of which $0.1 million was a non-cash write-off of debt issuance and discount costs. As a result, the Company terminated, cancelled, and discharged all of its obligations under the 2019 Notes. The retirement of the 2019 and 2023 Notes in fiscal 2018 resulted in an aggregate loss on extinguishment of debt of $27.8 million for the year ended September 30, 2018.



For additional redemption features, refer to the table below that summarizes the redemption terms of our Senior Notes:
Senior Note Description
 
Issuance Date
 
Maturity Date
 
Redemption Terms
6 3/4% Senior Notes
 
March 2017
 
March 2025
 
On or prior to March 15, 2020, we may redeem up to 35% of the aggregate principal amount of the 2025 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.75% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2025 Notes originally issued remains outstanding immediately after such redemption.
 
 
 
Callable at any time prior to March 15, 2020, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after March 15, 2020, callable at a redemption price equal to 105.063% of the principal amount; on or after March 15, 2021, callable at a redemption price equal to 103.375% of the principal amount; on or after March 15, 2022, callable at a redemption price equal to 101.688% of the principal amount; on or after March 15, 2023, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest
5 7/8% Senior Notes
 
October 2017
 
October 2027
 
On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2027 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.875% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2027 Notes originally issued remains outstanding immediately after such redemption.
 
 
 
Callable at any time prior to October 15, 2022, in whole or in part, at a redemption price equal to 100.000% of the principal amount, plus a customary make-whole premium; on or after October 15, 2022, callable at a redemption price equal to 102.938% of the principal amount; on or after October 15, 2023, callable at a redemption price equal to 101.958% of the principal amount; on or after October 15, 2024, callable at a redemption price equal to 100.979% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest
7 1/4% Senior Notes
 
September 2019
 
October 2029
 
On or prior to October 15, 2022, we may redeem up to 35% of the aggregate principal amount of the 2029 Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 107.250% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date, provided at least 65% of the aggregate principal amount of the 2029 Notes originally issued remains outstanding immediately after such redemption.
 
 
 
Callable at any time prior to October 15, 2024, in whole or in part, at a redemption price equal to 100% of the principal amount, plus a customary make-whole premium; on or after October 15, 2024, callable at a redemption price equal to 103.625% of the principal amount; on or after October 15, 2025, callable at a redemption price equal to 102.417% of the principal amount; on or after October 15, 2026, callable at a redemption price equal to 101.208% of the principal amount; on or after October 15, 2027, callable at a redemption price equal to 100.000% of the principal amount, plus, in each case, accrued and unpaid interest





Junior Subordinated Notes
The Company's unsecured junior subordinated notes (Junior Subordinated Notes) mature on July 30, 2036. The Junior Subordinated Notes are redeemable at par and paid interest at a fixed rate of 7.987% for the first ten years ending July 30, 2016. The securities now have a floating interest rate as defined in the Junior Subordinated Notes Indenture, which was a weighted-average of 4.72% as of September 30, 2019. The obligations relating to these notes are subordinated to the Facility and the Senior Notes. In January 2010, the Company modified the terms of $75.0 million of these notes and recorded them at their then estimated fair value. Over the remaining life of the Junior Subordinated Notes, we will increase their carrying value until this carrying value equals the face value of the notes. As of September 30, 2019, the unamortized accretion was $34.7 million and will be amortized over the remaining life of the notes. As of September 30, 2019, the Company was in compliance with all covenants under the Junior Subordinated Notes.
Other Secured Notes Payable
The Company periodically acquires land through the issuance of notes payable. As of September 30, 2019 and September 30, 2018, the Company had outstanding notes payable of $1.2 million and $4.1 million, respectively, primarily related to land acquisitions. These secured notes payable have varying expiration dates in fiscal 2020, have a weighted-average fixed interest rate of 6.00% as of September 30, 2019 and are secured by the real estate to which they relate.
The agreements governing these other secured notes payable contain various affirmative and negative covenants. There can be no assurance that the Company will be able to obtain any future waivers or amendments that may become necessary without significant additional cost or at all. In each instance, however, a covenant default can be cured by repayment of the indebtedness.