Subsequent Events

12 Months Ended

Oct. 31, 2019



17	Subsequent Events

On December 20, 2019, Toro (or one of Toro’s wholly owned subsidiaries), TCFIF (or one of TCFIF’s wholly owned subsidiaries or affiliates), and Red Iron amended certain agreements pertaining to the Red Iron joint venture, including: (i) a Third Amendment to Agreement to Form Joint Venture between Toro and TCFIF (“JV Amendment”); (ii) a Fifth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC between Red Iron Holding Corporation, a wholly owned subsidiary of Toro (“Red Iron Holding”), and TCFIF Joint Venture I, LLC, a wholly owned subsidiary of TCFIF (“TCFIF JV I”) (“LLC Amendment”); (iii) a Third Amendment to Credit and Security Agreement between TCFIF, as lender, and Red Iron, as borrower (“Credit Agreement Amendment”); and (iv) a First Amendment to Fourth Amended and Restated Program and Repurchase Agreement between Toro and Red Iron (“Program and Repurchase Agreement Amendment”).

The purpose of these amendments is, among other things, to: (i) adjust certain rates under the floor plan financing rate structure charged to Toro’s distributors and dealers participating in financing arrangements through the Red Iron joint venture; (ii) extend the term of Red Iron from October 31, 2024 to October 31, 2026, subject to two-year extensions thereafter unless either party provides written notice to the other party of non-renewal at least one year prior to the end of the then-current term; (iii) amend certain exclusivity-related provisions, including the definition of Toro products that are subject to exclusivity, inclusion of a two-year review period by Toro for products acquired in future acquisitions to assess, without a commitment to exclusivity, the potential benefits and detriments of including such acquired products under the Red Iron financing arrangement, and the pro-rata payback over a five-year period of the exclusivity incentive payment Toro received from TCFIF in 2016 (the “2016 Exclusivity Payment”); (iv) extend the maturity date of the revolving credit facility used by Red Iron primarily to finance the acquisition of inventory from Toro and its affiliates by its distributors and dealers from October 31, 2024 to October 31, 2026 and to increase the amount available under such revolving credit facility from $550 million to $625 million; and (v) memorialize certain other non-material amendments. For additional information regarding Toro’s Red Iron joint venture, refer to Note 11, Investment in Joint Venture.

The company has evaluated all additional subsequent events and concluded that no subsequent events have occurred that would require recognition in the Consolidated Financial Statements or disclosure in the Notes to the Consolidated Financial Statements.