8-K
Toll Brothers, Inc. (TOL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 2021
Toll Brothers, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-09186 | 23-2416878 | |
|---|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) | |
| 1140 Virginia Drive | Fort Washington | PA | 19034 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 938-8000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | TOL | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01. Entry into a Material Definitive Agreement
On October 31, 2021, extension letter agreements (the “Revolver Extension Agreements”) related to the existing senior unsecured Amended and Restated Credit Agreement, dated as of October 31, 2019, among Toll Brothers, Inc. (the “Registrant”), its wholly-owned subsidiary, First Huntingdon Finance Corp. (the “Borrower”), the lenders party thereto and Citibank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified, the “Revolving Credit Agreement”), became effective. Also on October 31, 2021, extension letter agreements (the “Term Loan Extension Agreements”) related to the Borrower’s existing $650 million senior unsecured Term Loan Credit Agreement dated as of February 3, 2014 among the Registrant, the Borrower, the lenders party thereto and Truist Bank, (as successor by merger to SunTrust Bank), as Administrative Agent (as amended, supplemented or otherwise modified, the “Term Loan Agreement”), became effective.
In connection with the Revolver Extension Agreements, the Company extended the maturity date of $1.78 billion of the $1.905 billion of revolving loans and commitments under the Revolving Credit Agreement from November 1, 2025 to November 1, 2026, with the remaining $125 million of revolving loans and commitments terminating on November 1, 2025. In connection with the Term Loan Extension Agreements, the Company extended the maturity date of $584.4 million of outstanding term loans from November 1, 2025 to November 1, 2026, with $101.6 million of term loans remaining due on November 1, 2025. No other provisions of either agreement were modified.
The Registrant and substantially all of its 100% owned home building subsidiaries are guarantors of the obligations under each of the Revolving Credit Agreement and the Term Loan Agreement.
The foregoing descriptions of the Revolving Extension Agreements and Term Loan Extension Agreements are qualified in their entirety by reference to the full text of the Extension Agreements, conformed copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d). Exhibits
The following Exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit
No. Item
10.1* Revolving Extension Agreements, effective as ofOctober31, 2021, with respect to the Amended and Restated Credit Agreement, dated as of October 31, 2019tol-revolverextensionoct20.htm(as amended, supplemented or otherwise modified), among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agenttol-revolverextensionoct20.htm
10.2* Term Loan Extension Agreements, effective as of October 31, 2021, with respect to the Term Loan Credit Agreementtol-termloanextensionoct20.htmdated as of February 3, 2014 (as amended, supplemented or otherwise modified)among the Registrant, the Borrower, the lenders party thereto andTruist Bank,(as successor by merger toSunTrust Bank), as Administrative Agent
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed electronically herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOLL BROTHERS, INC. | |||
|---|---|---|---|
| Dated: | November 2, 2021 | By: | /s/ Michael J. Grubb |
| Michael J. Grubb<br>Senior Vice President,<br>Chief Accounting Officer |
2
Document
Exhibit 10.1
September 29, 2021
EXTENSION REQUEST
Citibank, N.A.,
as Administrative Agent
One Penns Way, Ops II, Floor 2
New Castle, Delaware 19720
Attention: Bank Loan Syndications
Reference is made to (i) the Amended and Restated Credit Agreement dated as of October 31, 2019 (the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the form of Response to Extension Request delivered with this Extension Request. Terms defined in the Credit Agreement are used herein with the same meaning, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Borrower hereby provides notice of its desire to extend the Revolving Credit Facility Termination Date from November 1, 2025 (or, in the case of any Lender whose Revolving Credit Facility Date is currently earlier than November 1, 2025 because it did not consent to a prior request for an extension, such earlier date as applicable) to November 1, 2026 (the “Revolving Credit Facility Extension”).
The Borrower hereby instructs the Administrative Agent to notify each of the Lenders of the receipt of this Extension Request by providing each such Lender with a copy of this Extension Request and the Response to Extension Request, and to further instruct each Lender to indicate its acceptance of this Extension Request by executing and delivering the Response to Extension Request to the Administrative Agent (each such Lender, a “Consenting Lender”) on or before October 22, 2021 (or such longer or shorter period as shall be agreed by the Borrower and the Administrative Agent).
By executing and delivering the Response to Extension Request to the Administrative Agent, each Consenting Lender shall have irrevocably agreed to the Revolving Credit Facility Extension. The Revolving Credit Facility Extension shall be effective on October 31, 2021, with respect to each Consenting Lender, if the Consenting Lenders as of such date constitute at least the Required Lenders (the “Revolving Credit Facility Extension Effective Date”).
As required by Section 2.17, the Borrower hereby confirms that as of the date of this Extension Request no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representation and warranty was true and correct in all respects) on and as of such earlier date.
FIRST HUNTINGDON FINANCE CORP.
By: /s/ Gregg Ziegler
Name: Gregg Ziegler
Title: Senior Vice President and Treasurer
cc: Michael Vondriska
388 Greenwich Street
New York, NY 10013
October __, 2021
RESPONSE TO EXTENSION REQUEST
Citibank, N.A., as Administrative Agent One Penns Way, Ops II, Floor 2 New Castle, Delaware 19720
Attention: Bank Loan Syndications
Reference is made to (i) the Amended and Restated Credit Agreement dated as of October 31, 2019 (the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the Extension Request dated September 29, 2021. Terms defined in the Credit Agreement or in the Extension Request are used herein with the same meaning, as applicable, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Lender named below hereby notifies the Administrative Agent as follows:
The Lender named below hereby agrees to extend the Revolving Credit Facility Termination Date with respect to all of its Revolving Credit Commitment from November 1, 2025 (or, in the case of any Lender whose Revolving Credit Facility Date is currently earlier than November 1, 2025 because it did not consent to a prior request for an extension, such earlier date as applicable) to November 1, 2026 (the “Revolving Credit Facility Extension”).
This Response to Extension Request is subject in all respect to the terms of the Credit Agreement, is irrevocable and the Revolving Credit Facility Extension shall be effective as of the Revolving Credit Facility Extension Effective Date . If the Revolving Credit Facility Extension Effective Date does not occur this Response to Extension Request shall be deemed to be terminated.
Very truly yours,
CITIBANK, N.A.
By /s/ Michael Vondriska
Name: Michael Vondriska
Title: Vice President
[COPIES OF RESPONSES THAT ARE SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS WERE EXECUTED BY THE ENTITIES IDENTIFIED BELOW]
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Document
Exhibit 10.2
September 29, 2021
EXTENSION REQUEST
Truist Bank,
as Administrative Agent
3333 Peachtree Road
Atlanta, GA 30326
Attention: Bank Loan Syndications
Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the form of Response to Extension Request delivered with this Extension Request. Terms defined in the Credit Agreement are used herein with the same meaning, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Borrower hereby provides notice of its desire to extend the Term Loan Facility Maturity Date from November 1, 2025 to November 1, 2026 (the “Term Loan Facility Extension”). The Borrower hereby instructs the Administrative Agent to notify each of the Lenders of the receipt of this Extension Request by providing each such Lender with a copy of this Extension Request and the Response to Extension Request, and to further instruct each Lender to indicate its acceptance of this Extension Request by executing and delivering the Response to Extension Request to the Administrative Agent (each such Lender, a “Consenting Lender”) on or before October 22, 2021 (or such longer or shorter period as shall be agreed by the Borrower and the Administrative Agent).
By executing and delivering the Response to Extension Request to the Administrative Agent, each Consenting Lender shall have irrevocably agreed to the Term Loan Facility Extension. The Term Loan Facility Extension shall be effective on October 31, 2021, with respect to each Consenting Lender, if the Consenting Lenders as of such date constitute at least the Required Lenders (the “Term Loan Facility Extension Effective Date”).
As required by Section 2.17, the Borrower hereby confirms that as of the date of this Extension Request no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representation and warranty was true and correct in all respects) on and as of such earlier date.
FIRST HUNTINGDON FINANCE CORP.
By: /s/ Gregg Ziegler
Name: Gregg Ziegler
Title: Senior Vice President and Treasurer
cc: Brad Bowen
200 W 2nd St Fl 16
Winston Salem, NC 27101
October __, 2021
RESPONSE TO EXTENSION REQUEST
Truist Bank, as Administrative Agent 3333 Peachtree Road Atlanta, GA 30326
Attention: Bank Loan Syndications
Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the Extension Request dated September 29, 2021. Terms defined in the Credit Agreement or in the Extension Request are used herein with the same meaning, as applicable, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Lender named below hereby notifies the Administrative Agent as follows:
The Lender named below hereby agrees to extend the Term Loan Facility Maturity Date with respect to all of its Term Loans from November 1, 2025 to November 1, 2026 (the “Term Loan Facility Extension”).
This Response to Extension Request is subject in all respect to the terms of the Credit Agreement, is irrevocable and the Term Loan Facility Extension shall be effective as of the Term Loan Facility Extension Effective Date . If the Term Loan Facility Extension Effective Date does not occur this Response to Extension Request shall be deemed to be terminated.
Very truly yours,
Truist Bank
By /s/ Ryan Almond
Name: Ryan Almond
Title: Director
[COPIES OF RESPONSES THAT ARE SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS WERE EXECUTED BY THE ENTITIES IDENTIFIED BELOW]
Very truly yours,
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Name: J. Richard Litton
Title: Senior Vice President
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Name: Brian Gallagher
Title: Vice President
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Name: Charles Weddell
Title: Senior Vice President
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Name: Daniel McClurkin
Title: Senior Vice President
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Title: Senior Vice President
Very truly yours,
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Name: Cody Mainc
Title: Vice President
Very truly yours,
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Title: Senior Vice President
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