TOLL BROTHERS, INC. (NYSE:TOL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On June12, 2017, Toll Brothers Finance Corp., Inc. (the Issuer),
a wholly-owned subsidiary of Toll Brothers, Inc. (the Company),
completed the public offering of an additional $150,000,000
aggregate principal amount of its previously established 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 June7, 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 previously issued 4.875% Senior
Notes due 2027, dated as of March10, 2017 (the Initial
Authorizing Resolution), and by the resolution authorizing the
Senior Notes, dated as of June12, 2017 (the Authorizing
Resolution and, together with the Base Indenture and the Initial
Authorizing Resolution, 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 Senior Notes were issued at an issue price of 103.655% of
principal plus an amount equal to accrued interest from, and
including, March10, 2017 to, but excluding, June12, 2017. The
Senior Notes and the Issuers previously issued $300,000,000
aggregate principal amount of 4.875% Senior Notes due 2027 will
form a single series of securities under the Base Indenture
(hereinafter referred to collectively as the Notes). The Issuer
will pay interest on the 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 Notes will mature on March15, 2027.
The Issuer may redeem the 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 Initial Authorizing
Resolution. In the event of a change of control repurchase event
(as defined in the Indenture), the holders of the Notes may
require the Issuer to purchase for cash all or a portion of their
Notes at a purchase price equal to 101% of the principal amount
of such Notes, plus accrued and unpaid interest, if any, to, but
not including, the date of repurchase. The 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 Notes may not enforce the Indenture or the 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
Notes, the Trustee or the holders of not less than 25% in
aggregate principal amount of the Notes then outstanding may
declare the principal amount of the 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 Notes will automatically
become and be immediately due and payable. Any event of default
with respect to the Notes (except defaults in payment of
principal of (or premium, if any, on) or interest, if any, on the
Notes or a default in respect of a covenant or provision that
cannot be modified without the consent of the holder of each
outstanding Note) may be waived by the holders of at least a
majority in aggregate principal amount of the Notes outstanding.
We intend to use the net proceeds from the offering of the Senior
Notes for general corporate purposes.
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
Exhibit5.1 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. |
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| 4.2 |
Authorizing Resolution, dated as of June12, 2017, relating to the additional $150,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp. issued on June12, 2017, 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.