Toll Brothers, Inc S-3ASR, filed Feb 19, 2021

Toll Brothers, Inc. (TOL)

S-3ASR 2021-02-19

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Delaware						23-2416878
(State or other jurisdiction of incorporation or organization of registrant)						(I.R.S. Employer Identification No.)


	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	(1)	(1)	(1)	(1)
Preferred Stock	(1)	(1)	(1)	(1)
Warrants	(1)	(1)	(1)	(1)
Senior Debt Securities	(1)	(1)	(1)	(1)
Subordinated Debt Securities	(1)	(1)	(1)	(1)
Guarantees	(1), (2)	(1), (2)	(1), (2)	(1), (2)


			Page
About This Prospectus			2
Our Company			2
Where You Can Find More Information			3
Incorporation of Certain Information By Reference			3
Risk Factors			3
Forward-Looking Statements			4
Use of Proceeds			5
Description of Capital Stock			5
Description of Warrants			9
Description of Senior Debt Securities and Guarantees			11
Description of Subordinated Debt Securities and Guarantees			20
Plan of Distribution			30
Legal Matters			31
Experts			31



SEC registration fee			(1)
Fees and expenses of independent accountants			(2)
Trustee fees and expenses			(2)
Legal fees and expenses			(2)
Printing and delivery expenses			(2)
Blue sky fees			(2)
Rating agency fees			(2)
Miscellaneous expenses			(2)

Total			(1)(2)


1.1**			Underwriting Agreement.
3.1			Second Restated Certificate of Incorporation of the Registrant, dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.
3.2			Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2010.
3.3			Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, as amended, filed with the Secretary of State of the State of Delaware, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2011.
3.4			Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, as amended, filed with the Secretary of State of Delaware, is hereby incorporated by reference to Annex B to the Registrant’s definitive proxy statement on Schedule 14A for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 2, 2016.
3.5			By-laws of the Registrant, as Amended and Restated June 11, 2008, are hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2008.
3.6			Amendment to the By-laws of the Registrant, dated as of September 24, 2009, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2009.
3.7			Amendment to the By-laws of the Registrant, dated as of June 15, 2011, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2011.
3.8			Amendment to the By-laws of the Registrant, dated as of January 20, 2016, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2016.
3.9			Amendment to the By-laws of the Registrant, dated as of September 20, 2016, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2016.
4.1			Specimen Common Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the fiscal year ended October 31, 2017.
4.2**			Form of stock certificate for the Preferred Stock of the Registrant.
4.3**			Form of Debt Securities.
4.4**			Form of Warrant Agreement.
4.5**			Form of Warrant Certificate.
4.6**			Form of Guarantee of Debt Securities.
4.7			Indenture for Senior Debt Securities dated as of February 7, 2012, among Toll Brothers Finance Corp., as Issuer, Toll Brothers, Inc. as a Guarantor, the other guarantors party thereto and The Bank of New York Mellon, as Trustee, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2012.
4.8			Form of Indenture for Subordinated Debt Securities is hereby incorporated by reference to Exhibit 4.11 to the Registrant’s Form S-3ASR filed on October 29, 2008.
4.9			Form of Indenture for Senior Debt Securities is hereby incorporated by reference to Exhibit 4.13 to the Registrant’s Form S-3ASR filed on November 23, 2011.
5.1*			Opinion of Cravath, Swaine & Moore LLP, New York, New York.
5.2*			Opinion of Timo thy J. Hoban , Esq., Senior Vice President and General Counsel.
23.1*			Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
23.2*			Consent of Timo thy J. Hoban , Esq., Senior Vice President and General Counsel (included as part of Exhibit 5.2).
23.3*			Consent of Ernst & Young LLP Independent Registered Public Accounting Firm.
24*			Power of Attorney (included in signature pages hereto).
25.1*			Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the Indenture for Senior Debt Securities, dated as of February 7, 2012.
25.2*			Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the form of subordinated debt indenture.
25.3*			Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act, as amended, of the trustee for the form of senior debt indenture.



*			Filed herewith.
**			To be filed by amendment or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.



			TOLL BROTHERS, INC.

			By:			/s/ Douglas C. Yearley, Jr.
						Douglas C. Yearley, Jr.
						Chief Executive Officer


Signature						Title

/s/ Douglas C. Yearley, Jr.						Chairman of the Board and Chief Executive Officer
Douglas C. Yearley, Jr.						(Principal Executive Officer)

/s/ Martin P. Connor						Senior Vice President and Chief Financial Officer
Martin P. Connor						(Principal Financial Officer)

/s/ Michael J. Grubb						Senior Vice President and Chief Accounting Officer
Michael J. Grubb						(Principal Accounting Officer)

/s/ Edward G. Boehne						Director
Edward G. Boehne

/s/ Richard J. Braemer						Director
Richard J. Braemer

/s/ Stephen F. East						Director
Stephen F. East

/s/ Christine N. Garvey						Director
Christine N. Garvey


Signature						Title

/s/ Karen H. Grimes						Director
Karen H. Grimes

/s/ Carl B. Marbach						Director
Carl B. Marbach

/s/ John A. McLean						Director
John A. McLean

/s/ Stephen A. Novick						Director
Stephen A. Novick

/s/ Wendell E. Pritchett						Director
Wendell E. Pritchett

/s/ Paul E. Shapiro						Director
Paul E. Shapiro

/s/ Robert I. Toll						Director
Robert I. Toll


			Registrants (As Listed on Schedule I of
			Additional Registrants)

			By:			/s/ Douglas C. Yearley, Jr.
						Douglas C. Yearley, Jr.
						Chief Executive Officer and President of each Registrant listed on Schedule I of Additional Registrants that is a corporation or limited liability company and Chief Executive Officer and President of the corporate general partner or corporate managing partner or limited liability company general partner of each Registrant listed on Schedule I of Additional Registrants that is a general or limited partnership


*			Except as otherwise provided herein, each of the following persons hold each of the positions listed next to his/her name for each Registrant listed on Schedule I of Additional Registrants. Where the Registrant is a limited partnership, this registration statement has been signed by the following persons on behalf of such entities’ corporate general partner in the capacities indicated.


			Registrants (As Listed on Schedule II of
			Additional Registrants)

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Registrants (As Listed on Schedule III of
			Additional Registrants)

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Registrants (As Listed on Schedule IV of
			Additional Registrants)

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Registrants (As Listed on Schedule V of
			Additional Registrants)

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Toll Architecture I, P.A.

			By:			/s/ Jed Gibson
						Jed Gibson
						President


			ESE Consultants, Inc.

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Toll Architecture, Inc.

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Toll Northeast Services, Inc.

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Frenchman’s Reserve Realty, LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Jacksonville TBI Realty LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Mizner Realty, L.L.C.

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Orlando TBI Realty LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Toll Jupiter LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Naples TBI Realty, LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


			Tampa TBI Realty LLC

			By:			/s/ Michael J. Grubb
						Michael J. Grubb
						Senior Vice President, Chief Accounting Officer and Assistant Secretary


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Dominion III Corp.						Delaware
ESE Consultants, Inc.						Delaware
First Brandywine Investment Corp. IV						Delaware
HQZ Acquisitions, Inc.						Michigan
PRD Investors, Inc.						Delaware
Shapell Homes, Inc.						Delaware
Shapell Industries, Inc.						Delaware
TB Proprietary Corp.						Delaware
The Silverman Building Companies, Inc.						Michigan
Toll Architecture I, P.A.						Delaware
Toll Architecture, Inc.						Delaware
Toll Bros. of Arizona, Inc.						Arizona
Toll Bros. of North Carolina, Inc.						North Carolina
Toll Bros. of North Carolina II, Inc.						North Carolina
Toll Bros., Inc.						Pennsylvania
Toll Brothers AZ Construction Company						Arizona
Toll Brothers Canada USA, Inc.						Delaware
Toll Brothers Real Estate, Inc.						Pennsylvania
Toll CA Holdings, Inc.						Delaware
Toll Golden Corp.						Delaware
Toll Holdings, Inc.						Delaware
Toll MI VII Corp.						Michigan
Toll Mid-Atlantic V Corp.						Delaware
Toll Mid-Atlantic LP Company, Inc.						Delaware
Toll NJX-I Corp.						Delaware
Toll Northeast V Corp.						Delaware
Toll Northeast LP Company, Inc.						Delaware
Toll Northeast Services, Inc.						Delaware
Toll NV GP Corp.						Nevada
Toll Realty Holdings Corp. I						Delaware
Toll Realty Holdings Corp. II						Delaware
Toll Southeast LP Company, Inc.						Delaware
Toll Southeast Inc.						Delaware
Toll SW Holding I Corp.						Nevada
Toll VA GP Corp.						Delaware
Toll West Inc.						Delaware
Toll WV GP Corp.						West Virginia
Upper K Investors, Inc.						Delaware
Ashford Land Company, L.P.						Delaware
Audubon Ridge, L.P.						Pennsylvania
Belmont Land, L.P.						Virginia
Binks Estates Limited Partnership						Florida
Broad Run Associates, L.P.						Pennsylvania


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Byers Commercial LP						Pennsylvania
CC Estates Limited Partnership						Massachusetts
Coleman-Toll Limited Partnership						Nevada
Dominion Country Club, L.P.						Virginia
Estates at Princeton Junction, L.P.						New Jersey
Fairfax Investment, L.P.						Virginia
First Brandywine Partners, L.P.						Delaware
Hoboken Land LP						New Jersey
Hockessin Chase, L.P.						Delaware
Laurel Creek, L.P.						New Jersey
Loudoun Valley Associates, L.P.						Virginia
NC Country Club Estates Limited Partnership						North Carolina
Porter Ranch Development Co.						California
Sorrento at Dublin Ranch I LP						California
Sorrento at Dublin Ranch III LP						California
South Riding, L.P.						Virginia
Southport Landing Limited Partnership						Connecticut
Stone Mill Estates, L.P.						Pennsylvania
Swedesford Chase, L.P.						Pennsylvania
TBI/Palm Beach Limited Partnership						Florida
The Bird Estate Limited Partnership						Massachusetts
Toll at Brier Creek Limited Partnership						North Carolina
Toll at Westlake, L.P.						New Jersey
Toll at Whippoorwill, L.P.						New York
Toll Brooklyn L.P.						New York
Toll Brothers AZ Limited Partnership						Arizona
Toll CA, L.P.						California
Toll CA II, L.P.						California
Toll CA III, L.P.						California
Toll CA IV, L.P.						California
Toll CA V, L.P.						California
Toll CA VI, L.P.						California
Toll CA VII, L.P.						California
Toll CA VIII, L.P.						California
Toll CA IX, L.P.						California
Toll CA X, L.P.						California
Toll CA XI, L.P.						California
Toll CA XII, L.P.						California
Toll CA XIX, L.P.						California
Toll CA XX, L.P.						California
Toll CO, L.P.						Colorado
Toll CO II, L.P.						Colorado
Toll CO III, L.P.						Colorado
Toll CT Limited Partnership						Connecticut
Toll CT II Limited Partnership						Connecticut
Toll CT III Limited Partnership						Connecticut
Toll CT IV Limited Partnership						Connecticut


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Toll DE LP						Delaware
Toll DE II LP						Delaware
Toll Estero Limited Partnership						Florida
Toll FL Limited Partnership						Florida
Toll FL II Limited Partnership						Florida
Toll FL III Limited Partnership						Florida
Toll FL IV Limited Partnership						Florida
Toll FL V Limited Partnership						Florida
Toll FL VI Limited Partnership						Florida
Toll FL VII Limited Partnership						Florida
Toll FL VIII Limited Partnership						Florida
Toll FL X Limited Partnership						Florida
Toll FL XII Limited Partnership						Florida
Toll FL XIII Limited Partnership						Florida
Toll GA LP						Georgia
Toll Grove LP						New Jersey
Toll Hudson LP						New Jersey
Toll IL HWCC, L.P.						Illinois
Toll IL, L.P.						Illinois
Toll IL II, L.P.						Illinois
Toll IL III, L.P.						Illinois
Toll IL IV, L.P.						Illinois
Toll IL WSB, L.P.						Illinois
Toll Jacksonville Limited Partnership						Florida
Toll Land IV Limited Partnership						New Jersey
Toll Land V Limited Partnership						New York
Toll Land VI Limited Partnership						New York
Toll Land X Limited Partnership						Virginia
Toll Land XI Limited Partnership						New Jersey
Toll Land XV Limited Partnership						Virginia
Toll Land XVI Limited Partnership						New Jersey
Toll Land XVIII Limited Partnership						Connecticut
Toll Land XIX Limited Partnership						California
Toll Land XX Limited Partnership						California
Toll Land XXII Limited Partnership						California
Toll Land XXIII Limited Partnership						California
Toll Land XXV Limited Partnership						New Jersey
Toll MA Land Limited Partnership						Massachusetts
Toll MA Land III Limited Partnership						Massachusetts
Toll MD AF Limited Partnership						Maryland
Toll MD Limited Partnership						Maryland
Toll MD II Limited Partnership						Maryland
Toll MD III Limited Partnership						Maryland
Toll MD IV Limited Partnership						Maryland
Toll MD V Limited Partnership						Maryland
Toll MD VI Limited Partnership						Maryland
Toll MD VII Limited Partnership						Maryland


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Toll MD VIII Limited Partnership						Maryland
Toll MD X Limited Partnership						Maryland
Toll MD XI Limited Partnership						Maryland
Toll MI Limited Partnership						Michigan
Toll MI II Limited Partnership						Michigan
Toll MI III Limited Partnership						Michigan
Toll MI IV Limited Partnership						Michigan
Toll MI V Limited Partnership						Michigan
Toll MI VI Limited Partnership						Michigan
Toll MN, L.P.						Minnesota
Toll MN II, L.P.						Minnesota
Toll Naval Associates						Pennsylvania
Toll NC, L.P.						North Carolina
Toll NC II LP						North Carolina
Toll NC III LP						North Carolina
Toll NJ, L.P.						New Jersey
Toll NJ II, L.P.						New Jersey
Toll NJ III, L.P.						New Jersey
Toll NJ IV, L.P.						New Jersey
Toll NJ VI, L.P.						New Jersey
Toll NJ VII, L.P.						New Jersey
Toll NJ VIII, L.P.						New Jersey
Toll NJ XI, L.P.						New Jersey
Toll NJ XII LP						New Jersey
Toll NV Limited Partnership						Nevada
Toll NY L.P.						New York
Toll NY III L.P.						New York
Toll NY IV L.P.						New York
Toll NY V L.P.						New York
Toll Orlando Limited Partnership						Florida
Toll PA Development LP						Pennsylvania
Toll PA Management LP						Pennsylvania
Toll PA, L.P.						Pennsylvania
Toll PA II, L.P.						Pennsylvania
Toll PA III, L.P.						Pennsylvania
Toll PA IV, L.P.						Pennsylvania
Toll PA VI, L.P.						Pennsylvania
Toll PA VIII, L.P.						Pennsylvania
Toll PA IX, L.P.						Pennsylvania
Toll PA X, L.P.						Pennsylvania
Toll PA XI, L.P.						Pennsylvania
Toll PA XII, L.P.						Pennsylvania
Toll PA XIII, L.P.						Pennsylvania
Toll PA XIV, L.P.						Pennsylvania
Toll PA XV, L.P.						Pennsylvania
Toll PA XVI, L.P.						Pennsylvania
Toll PA XVII, L.P.						Pennsylvania


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Toll PA XVIII, L.P.						Pennsylvania
Toll PA XIX, L.P.						Pennsylvania
Toll Realty Holdings LP						Delaware
Toll RI, L.P.						Rhode Island
Toll RI II, L.P.						Rhode Island
Toll SC, L.P.						South Carolina
Toll SC II, L.P.						South Carolina
Toll SC III, L.P.						South Carolina
Toll SC IV, L.P.						South Carolina
Toll Stonebrae LP						California
Toll VA, L.P.						Virginia
Toll VA II, L.P.						Virginia
Toll VA III, L.P.						Virginia
Toll VA IV, L.P.						Virginia
Toll VA V, L.P.						Virginia
Toll VA VI, L.P.						Virginia
Toll VA VII, L.P.						Virginia
Toll VA VIII, L.P.						Virginia
Toll WV LP						West Virginia
Toll YL II, L.P.						California
Toll-Dublin, L.P.						California
89 Park Avenue LLC						New York
126-142 Morgan Street Urban Renewal LLC						New Jersey
134 Bay Street LLC						Delaware
1400 Hudson LLC						New Jersey
1451 Hudson LLC						New Jersey
1450 Washington LLC						New Jersey
1500 Garden St. LLC						New Jersey
2686-2690 Broadway LLC						New York
2686-2690 Broadway Member LLC						New York
352 Marin LLC						New Jersey
700 Grove Street Urban Renewal LLC						New Jersey
Arbor Hills Development LLC						Michigan
Arbors Porter Ranch, LLC						California
Belmont Country Club I LLC						Virginia
Belmont Country Club II LLC						Virginia
Block 255 LLC						New Jersey
Block 268 LLC						New Jersey
Brier Creek Country Club I LLC						North Carolina
Brier Creek Country Club II LLC						North Carolina
Byers Commercial LLC						Delaware
Component Systems I LLC						Delaware
Component Systems II LLC						Delaware
CWG Construction Company LLC						New Jersey
Dominion Valley Country Club I LLC						Virginia
Dominion Valley Country Club II LLC						Virginia
Enclave at Long Valley I LLC						New Jersey


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Enclave at Long Valley II LLC						New Jersey
Frenchman’s Reserve Realty, LLC						Florida
Goshen Road Land Company LLC						Pennsylvania
Hatboro Road Associates LLC						Pennsylvania
Hoboken Cove LLC						New Jersey
Hoboken Land I LLC						Delaware
Jacksonville TBI Realty LLC						Florida
Liseter Land Company LLC						Pennsylvania
Liseter, LLC						Delaware
LL Parcel E, LLC						New York
Long Meadows TBI, LLC						Maryland
Mizner Realty, L.L.C.						Florida
Morgan Street JV LLC						Delaware
Naples TBI Realty, LLC						Florida
Orlando TBI Realty LLC						Florida
Placentia Development Company, LLC						California
Plum Canyon Master LLC						Delaware
PRD Investors, LLC						Delaware
PT Maxwell Holdings, LLC						New Jersey
PT Maxwell, L.L.C.						New Jersey
Rancho Costera LLC						Delaware
Regency at Denville, LLC						New Jersey
Regency at Dominion Valley LLC						Virginia
Regency at Washington I LLC						New Jersey
Regency at Washington II LLC						New Jersey
Shapell Hold Properties No. 1, LLC						Delaware
Shapell Land Company, LLC						Delaware
SRLP II LLC						Virginia
Tampa TBI Realty LLC						Florida
TB Kent Partners LLC						Delaware
The Regency Golf Club I LLC						Virginia
The Regency Golf Club II LLC						Virginia
Toll Austin TX LLC						Texas
Toll Austin TX II LLC						Texas
Toll Austin TX III LLC						Texas
Toll BBC LLC						Texas
Toll BBC II LLC						Texas
Toll CA I LLC						California
Toll CA III LLC						California
Toll CA Note II LLC						California
Toll CO I LLC						Colorado
Toll Corners LLC						Delaware
Toll Dallas TX LLC						Texas
Toll EB, LLC						Delaware
Toll Equipment, L.L.C.						Delaware
Toll FL I, LLC						Florida
Toll FL IV LLC						Florida


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Toll FL V LLC						Florida
Toll Glastonbury LLC						Connecticut
Toll Henderson LLC						Nevada
Toll Hoboken LLC						Delaware
Toll Houston Land LLC						Texas
Toll Houston TX LLC						Texas
Toll ID I LLC						Idaho
Toll IN LLC						Indiana
Toll Jupiter LLC						Florida
Toll Land VII LLC						New York
Toll Lexington LLC						New York
Toll MA Development LLC						Massachusetts
Toll MA Holdings LLC						Delaware
Toll MA Land II GP LLC						Delaware
Toll MA Management LLC						Massachusetts
Toll MA I LLC						Massachusetts
Toll MA II LLC						Massachusetts
Toll MA III LLC						Massachusetts
Toll MA IV LLC						Massachusetts
Toll MD I, L.L.C.						Maryland
Toll MD II LLC						Maryland
Toll MD III LLC						Maryland
Toll MD IV LLC						Maryland
Toll Mid-Atlantic II LLC						Delaware
Toll Midwest LLC						Delaware
Toll Morgan Street LLC						Delaware
Toll NC I LLC						North Carolina
Toll NC IV LLC						North Carolina
Toll NC Note LLC						North Carolina
Toll NC Note II LLC						North Carolina
Toll NJ I, L.L.C.						New Jersey
Toll NJ II, L.L.C.						New Jersey
Toll NJ III, LLC						New Jersey
Toll NJ IV LLC						New Jersey
Toll Northeast II LLC						Delaware
Toll Northeast VIII LLC						Delaware
Toll NY II LLC						New York
Toll North LV LLC						Nevada
Toll North Reno LLC						Nevada
Toll NV GP I LLC						Nevada
Toll NV Holdings LLC						Nevada
Toll PA Twin Lakes LLC						Pennsylvania
Toll Port Imperial LLC						New Jersey
Toll Prasada LLC						Arizona
Toll San Antonio TX LLC						Texas
Toll South LV LLC						Nevada
Toll South Reno LLC						Nevada


Exact Name of Registrant As Specified in its Charter						State or Other Jurisdiction of Incorporation or Organization
Toll Southeast II LLC						Delaware
Toll Southwest LLC						Delaware
Toll Southwest II LLC						Delaware
Toll Sparks LLC						Nevada
Toll SW Holding LLC						Nevada
Toll TX Note LLC						Texas
Toll VA III, L.L.C.						Virginia
Toll Van Wyck, LLC						New York
Toll Vanderbilt II LLC						Rhode Island
Toll-Dublin, LLC						California
Toll West Coast LLC						Delaware
Toll West Coast II LLC						Delaware
Upper K Investors, LLC						Delaware
Upper K-Shapell, LLC						Delaware
Vanderbilt Capital, LLC						Rhode Island


						/s/ Timothy J. Hoban
						Timothy J. Hoban
						Senior Vice President, General Counsel and Chief Compliance Officer


Exact Name of Registrant as Specified in its Charter						Jurisdiction of Formation
Dominion III Corp.						Delaware
ESE Consultants, Inc.						Delaware
First Brandywine Investment Corp. IV						Delaware
HQZ Acquisitions, Inc.						Michigan
PRD Investors, Inc.						Delaware
Shapell Homes, Inc.						Delaware
Shapell Industries, Inc.						Delaware
TB Proprietary Corp.						Delaware
The Silverman Building Companies, Inc.						Michigan
Toll Architecture I, P.A.						Delaware
Toll Architecture, Inc.						Delaware
Toll Bros. of Arizona, Inc.						Arizona
Toll Bros. of North Carolina, Inc.						North Carolina
Toll Bros. of North Carolina II, Inc.						North Carolina
Toll Bros., Inc.						Pennsylvania
Toll Brothers AZ Construction Company						Arizona
Toll Brothers Canada USA, Inc.						Delaware
Toll Brothers Real Estate, Inc.						Pennsylvania
Toll CA Holdings, Inc.						Delaware
Toll Golden Corp.						Delaware
Toll Holdings, Inc.						Delaware
Toll MI VII Corp.						Michigan
Toll Mid-Atlantic V Corp.						Delaware
Toll Mid-Atlantic LP Company, Inc.						Delaware
Toll NJX-I Corp.						Delaware
Toll Northeast V Corp.						Delaware
Toll Northeast LP Company, Inc.						Delaware
Toll Northeast Services, Inc.						Delaware
Toll NV GP Corp.						Nevada
Toll Realty Holdings Corp. I						Delaware
Toll Realty Holdings Corp. II						Delaware
Toll Southeast LP Company, Inc.						Delaware
Toll Southeast Inc.						Delaware
Toll SW Holding I Corp.						Nevada
Toll VA GP Corp.						Delaware
Toll West Inc.						Delaware
Toll WV GP Corp.						West Virginia
Upper K Investors, Inc.						Delaware
Ashford Land Company, L.P.						Delaware
Audubon Ridge, L.P.						Pennsylvania
Belmont Land, L.P.						Virginia
Binks Estates Limited Partnership						Florida
Broad Run Associates, L.P.						Pennsylvania
Byers Commercial LP						Pennsylvania
CC Estates Limited Partnership						Massachusetts
Coleman-Toll Limited Partnership						Nevada
Dominion Country Club, L.P.						Virginia
Estates at Princeton Junction, L.P.						New Jersey
Fairfax Investment, L.P.						Virginia
First Brandywine Partners, L.P.						Delaware
Hoboken Land LP						New Jersey
Hockessin Chase, L.P.						Delaware