TOLL BROTHERS, INC. (NYSE:TOL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On March10, 2017, Toll Brothers Finance Corp., Inc. (the Issuer),
a wholly-owned subsidiary of Toll Brothers, Inc. (the Company),
completed the public offering of $300,000,000 aggregate principal
amount of its 4.875% Senior Notes due 2027 (the Senior Notes),
guaranteed by the Company and certain of its subsidiaries. The
Senior Notes have been registered under the Securities Act of
1933, as amended (the Securities Act), to the Companys universal
shelf registration statement on Form S-3 (File No.333-202046), as
supplemented by the prospectus supplement dated March7, 2017,
previously filed with the Securities and Exchange Commission
under the Securities Act.
The Senior Notes were issued (and the guarantees delivered) to an
indenture (the Base Indenture), dated as of February7, 2012,
among the Issuer, the guarantors named therein, including the
Company (collectively, the Guarantors), and The Bank of New York
Mellon, as trustee (the Trustee), as amended and supplemented by
the resolution authorizing the Senior Notes, dated as of March10,
2017 (the Authorizing Resolution and, together with the Base
Indenture, the Indenture). Copies of the Base Indenture, the
Authorizing Resolution, and the form of Senior Note are attached
hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are
incorporated herein by reference. The description of the
Indenture and the Senior Notes in this report are summaries and
are qualified in their entirety by the terms of the Indenture and
the form of Senior Note.
The Senior Notes are unsecured and unsubordinated obligations of
the Issuer and rank equally and ratably with the other unsecured
and unsubordinated indebtedness of the Issuer. The Senior Notes
and the guarantee of the Company are structurally subordinated to
the prior claims of creditors of non-guarantor subsidiaries of
the Company.
The Issuer will pay interest on the Senior Notes semi-annually in
arrears on March15 and September15, beginning September15, 2017,
to holders of record on the preceding March1 or September1, as
the case may be. Interest will be calculated on the basis of a
360-day year of
twelve 30-day months. The Senior Notes will mature on March15,
2027.
The Issuer may
redeem the Senior Notes in whole or in part at any time and from
time to time prior to their stated maturity at the redemption
prices set forth in the Authorizing Resolution. In the event of a
change of control repurchase event (as defined in the Indenture),
the holders of the Senior Notes may require the Issuer to
purchase for cash all or a portion of their Senior Notes at a
purchase price equal to 101% of the principal amount of such
Senior Notes, plus accrued and unpaid interest, if any, to, but
not including, the date of repurchase. The Senior Notes are
subject to certain customary covenants, including limitations on
the ability of the Company and its subsidiaries, with exceptions,
to incur debt secured by liens and to engage in sale and
lease-back transactions.
Holders of the
Senior Notes may not enforce the Indenture or the Senior Notes
except as provided therein. In case an event of default (other
than a default resulting from bankruptcy, insolvency or
reorganization) shall occur and be continuing with respect to the
Senior Notes, the Trustee or the holders of not less than 25% in
aggregate principal amount of the Senior Notes then outstanding
may declare the principal amount of the Senior Notes and
interest, if any, accrued thereon to be due and payable
immediately. If an event of default results from bankruptcy,
insolvency or reorganization, all amounts due and payable on the
Senior Notes will automatically become and be immediately due and
payable. Any event of default with respect to the Senior Notes
(except defaults in payment of principal of (or premium, if any,
on) or interest, if any, on the Senior Notes or a default in
respect of a covenant or provision that cannot be modified
without the consent of the holder of each outstanding Senior
Note) may be waived by the holders of at least a majority in
aggregate principal amount of the Senior Notes
outstanding.
We intend to use
the net proceeds from the offering of the Senior Notes for
general corporate purposes, which may include the repayment of
indebtedness.
Item2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement.
The information
provided in Item 1.01 of this report is incorporated by reference
into this Item 2.03.
Item8.01
Other Events.
In connection with
the offering of the Senior Notes, the Company is filing the legal
opinions relating to the offering as Exhibit 5.1 and 5.2 to this
report.
Item9.01
Financial Statements and Exhibits.
d) Exhibits
| 4.1* |
Indenture, dated as of February7, 2012, among Toll Brothers Finance Corp., Toll Brothers, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrants Form 8-K filed with the Securities and Exchange Commission on February7, 2012. |
|
| 4.2 |
Authorizing Resolution, dated as of March10, 2017, relating to the $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp., guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries. |
|
| 4.3 |
Form of Global Note for the Issuers 4.875% Senior Notes due 2027. |
|
| 5.1 | Opinion of Cravath, Swaine Moore LLP. | |
| 5.2 |
Opinion of John McDonald, Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc. |
|
| 23.1 |
Consent of Cravath, Swaine Moore LLP (included as part of Exhibit 5.1). |
|
| 23.2 |
Consent of John McDonald, Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc. (included as part of Exhibit 5.2). |
| * | Previously filed. |
About TOLL BROTHERS, INC. (NYSE:TOL)
Toll Brothers, Inc. designs, builds, markets and arranges financing for detached and attached homes in luxury residential communities. The Company caters to move-up, empty nester, active-adult, age-qualified and second-home buyers in the United States (Traditional Home Building Product). The Company operates in two segments: traditional home building and urban infill. Within traditional home building, it operates in approximately five geographic segments around the United States: the North, consisting of Connecticut, Illinois, Massachusetts, Michigan, Minnesota, New Jersey and New York; the Mid-Atlantic, consisting of Delaware, Maryland, Pennsylvania and Virginia; the South, consisting of Florida, North Carolina and Texas; the West, consisting of Arizona, Colorado, Nevada and Washington, and California. It also builds and sells homes in urban infill markets through Toll Brothers City Living (City Living). As of October 31, 2015, it was operating in approximately 20 states. TOLL BROTHERS, INC. (NYSE:TOL) Recent Trading Information
TOLL BROTHERS, INC. (NYSE:TOL) closed its last trading session up +0.60 at 36.17 with 4,182,725 shares trading hands.