8-K

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 of Incorporation)	(Commission File Number)		(IRS Employer 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 of October 31, 2021, with respect to the Amended and Restated Credit Agreement, dated as of October 31, 2019 (as amended, supplemented or otherwise modified), among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent

10.2*    Term Loan Extension Agreements, effective as of October 31, 2021, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank, (as successor by merger to SunTrust 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 Senior Vice President, Chief Accounting Officer

2

EX-10.1

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]

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Flagstar Bank    

By /s/ Drew C. Szilagyi    

Name: Drew C. Szilagyi

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

GOLDMAN SACHS BANK USA    

By /s/ Rebecca Kratz    

Name: Rebecca Kratz

Title: Authorized Signatory

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

MIZUHO BANK, LTD.    

By /s/ Donna DeMagistris    

Name: Donna DeMagistris

Title: Authorized Signatory

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

People’s United Bank, N.A.    

By /s/ David R. Jablonowski    

Name: David R. Jablonowski

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

PNC Bank, National Association    

By /s/ J. Richard Litton    

Name: J. Richard Litton

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Regions Bank    

By /s/ Randall S. Reid    

Name: Randall S. Reid

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

TD Bank, N.A.    

By     /s/ Brian Gallagher    

Name: Brian Gallagher

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Texas Capital Bank, a Texas State Bank – formerly known as Texas Capital Bank.

National Association

By /s/ Daniel McClurkin    

Name: Daniel McClurkin

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

U.S. Bank National Association    

By /s/ Leonard E. Olsavsky    

Name: Leonard E. Olsavsky

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Zions Bancorporation, N.A. dba California Bank & Trust    

By /s/ Aegea Lee    

Name: Aegea Lee

Title: Executive Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Capital One, N.A.    

By /s/ Andrew Moore    

Name: Andrew Moore

Title: Authorized Signatory

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Wells Fargo Bank, N.A.    

By /s/ Elena Bennett    

Name: Elena Bennett

Title: Managing Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

The Bank of East Asia, Limited, New York Branch

By /s/ George Benakis        

Name: George Benakis

Title: SVP & Head of Corporate & Real Estate Business

By /s/ Chong Tan    

Name: Chong Tan

Title: SVP & Head of Credit

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Bank of the West    

By /s/ Richard Flores    

Name: Richard Flores

Title: Managing Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Truist Bank    

By /s/ Ryan Almond    

Name: Ryan Almond

Title: Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

THE BANK OF NEW YORK MELLON    

By /s/ Cody Mainc    

Name: Cody Mainc

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

BMO Harris Bank N.A    

By /s/ Amy K. Dumser    

Name: Amy K. Dumser

Title: Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

BANK OF AMERICA, N.A.    

By /s/ Thomas W. Nowak    

Name: Thomas W. Nowak

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

CIBC Bank USA    

By /s/ Michael Olson    

Name: Michael Olson

Title: Managing Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Citizens Bank, N.A.    

By /s/ David Ross    

Name: David Ross

Title: SVP

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

COMERICA BANK    

By /s/ Charles Weddell    

Name: Charles Weddell

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Fifth Third Bank    

By /s/ Karen H. Morgan    

Name: Karen H. Morgan

Title: SVP

EX-10.2

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,

PNC Bank, National Association    

By /s/ J. Richard Litton    

Name: J. Richard Litton

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

TD Bank, N.A.    

By /s/ Brian Gallagher    

Name: Brian Gallagher

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

COMERICA BANK    

By /s/ Charles Weddell    

Name: Charles Weddell

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Texas Capital Bank, a Texas State Bank – formerly known as Texas Capital Bank, National Association

By /s/ Daniel McClurkin    

Name: Daniel McClurkin

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

U.S. Bank National Association    

By /s/ Leonard E. Olsavsky    

Name: Leonard E. Olsavsky

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Wells Fargo Bank, N.A.    

By /s/ Elena Bennett    

Name: Elena Bennett

Title: Managing Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

THE BANK OF NEW YORK MELLON    

By /s/ Cody Mainc    

Name: Cody Mainc

Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Fifth Third Bank, N.A.    

By /s/ Karen H. Morgan    

Name: Karen H. Morgan

Title: SVP

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

People’s United Bank, N.A.    

By /s/ David R. Jablonowski    

Name: David R. Jablonowski

Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,

Capital One, N.A.    

By /s/ Katie Kennedy    

Name: Katie Kennedy

Title: SVP

XML

Document Type Document	Oct. 31, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000794170
Entity Emerging Growth Company	false
Security Exchange Name	NYSE
Trading Symbol	TOL
Title of 12(b) Security	Common stock, par value $0.01 per share
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Local Phone Number	938-8000
City Area Code	215
Entity Address, Postal Zip Code	19034
Entity Address, State or Province	PA
Entity Address, City or Town	Fort Washington
Entity Address, Address Line One	1140 Virginia Drive
Entity Tax Identification Number	23-2416878
Entity File Number	001-09186
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	Toll Brothers, Inc.
Document Period End Date	Oct. 31, 2021
Document Type	8-K