UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 10, 2017 (Date of earliest event reported)
TOLL BROTHERS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-09186 | 23-2416878 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
250 Gibraltar Road
Horsham, PA 19044
(Address of principal executive offices and zip code)
(215) 938-8000
(Registrants telephone number, including area code)
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
☐ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2017, Toll Brothers Finance Corp., Inc. (the Issuer), a wholly-owned subsidiary of Toll Brothers, Inc. (the Company), completed the public offering of $300,000,000 aggregate principal amount of its 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), pursuant to the Companys universal shelf registration statement on Form S-3 (File No. 333-202046), as supplemented by the prospectus supplement dated March 7, 2017, previously filed with the Securities and Exchange Commission under the Securities Act.
The Senior Notes were issued (and the guarantees delivered) pursuant to an indenture (the Base Indenture), dated as of February 7, 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 Senior Notes, dated as of March 10, 2017 (the Authorizing Resolution and, together with the Base Indenture, 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 Issuer will pay interest on the Senior Notes semi-annually in arrears on March 15 and September 15, beginning September 15, 2017, to holders of record on the preceding March 1 or September 1, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Senior Notes will mature on March 15, 2027.
The Issuer may redeem the Senior 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 Authorizing Resolution. In the event of a change of control repurchase event (as defined in the Indenture), the holders of the Senior Notes may require the Issuer to purchase for cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. The Senior 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 Senior Notes may not enforce the Indenture or the Senior 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 Senior Notes, the Trustee or the holders of not less than 25% in aggregate principal amount of the Senior Notes then outstanding may declare the principal amount of the Senior 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 Senior Notes will automatically become and be immediately due and payable. Any event of default with respect to the Senior Notes (except defaults in payment of principal of (or premium, if any, on) or interest, if any, on the Senior Notes or a default in respect of a covenant or provision that cannot be modified without the consent of the holder of each outstanding Senior Note) may be waived by the holders of at least a majority in aggregate principal amount of the Senior Notes outstanding.
We intend to use the net proceeds from the offering of the Senior Notes for general corporate purposes, which may include the repayment of indebtedness.
Item 2.03 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.
Item 8.01 Other Events.
In connection with the offering of the Senior Notes, the Company is filing the legal opinions relating to the offering as Exhibit 5.1 and 5.2 to this report.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
4.1* | Indenture, dated as of February 7, 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 February 7, 2012. | |
4.2 | Authorizing Resolution, dated as of March 10, 2017, relating to the $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp., 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. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOLL BROTHERS, INC. | ||
(Registrant) | ||
By: |
/s/ Joseph R. Sicree |
|
Joseph R. Sicree | ||
Senior Vice President, | ||
Chief Accounting Officer |
Date: March 10, 2017
Exhibit Index
4.1* | Indenture, dated as of February 7, 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 February 7, 2012. | |
4.2 | Authorizing Resolution, dated as of March 10, 2017, relating to the $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp., 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. |
Exhibit 4.2
AUTHORIZING RESOLUTION
4.875% SENIOR NOTES DUE 2027
March 10, 2017
This Authorizing Resolution relates to $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 to be issued in accordance with the indenture dated as of February 7, 2012 (as amended and supplemented, the Indenture ), among Toll Brothers Finance Corp. (the Issuer ), Toll Brothers, Inc. (the Company ) and the other Guarantors and The Bank of New York Mellon, as trustee (the Trustee ). In the event of a conflict between any provisions of the Indenture and this Authorizing Resolution, the relevant provision or provisions of this Authorizing Resolution shall govern with respect to the Notes (as defined below). Capitalized terms not otherwise defined herein but used below shall have the meanings given to them in the Indenture.
PARAGRAPH 1. The title of the senior notes shall be 4.875% Senior Notes due 2027 (the Notes ).
PARAGRAPH 2. The aggregate principal amount of the Notes that shall be authenticated and delivered under the Indenture, shall be $300,000,000 (except for any Notes authenticated and delivered upon registration of the transfer of, or in exchange for, or in lieu of other Notes pursuant to the terms of the Indenture); provided , however , that, subject to the following two sentences, the Notes may be reopened for issuances of an unlimited amount of additional Notes at any time in accordance with the terms of the Indenture. The Issuer will not issue any additional Notes with the same CUSIP number as the Notes authenticated by the prior sentence if they will not be fungible with such Notes for U.S. federal income tax purposes. Any additional Notes will constitute part of the same series as the Notes authenticated by the second preceding sentence. The form of Notes shall be in the form of Exhibit A hereto. The Notes will be issued only in fully registered form without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
PARAGRAPH 3. The principal amount of the Notes is due and payable in full on March 15, 2027, subject to any earlier redemption as referred to in the Indenture.
The principal of, premium, if any, and interest on the Notes will be payable, and, subject to the restrictions on transfer described in the Indenture, the Notes may be surrendered for registration of transfer or exchange, at the office or agency maintained by the Issuer for that purpose; provided that payments of interest may be made at the Issuers option by check mailed to the address of the persons entitled thereto or by transfer to an account maintained by the payee with a bank located in the United States. The office or agency initially maintained by the Issuer for the foregoing purposes will be the corporate trust office of the Trustee.
PARAGRAPH 4. Interest on the Notes shall accrue at a rate of 4.875% per annum (computed on the basis of a 360-day year of twelve 30-day months), from March 10, 2017 to maturity or any earlier redemption; and interest will be payable semiannually
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in arrears on March 15 and September 15 of each year, commencing on September 15, 2017, to the Holders in whose names such Notes are registered at the close of business on March 1 or September 1, as the case may be, preceding such interest payment date.
PARAGRAPH 5. Prior to the Par Call Date, the Issuer may, at its option, redeem the Notes in whole at any time, or in part from time to time, by providing notice thereof pursuant to Section 3.03 of the Indenture, at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes being redeemed and (b) the present value of the Remaining Scheduled Payments (as defined below) on the Notes being redeemed on the redemption date (assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date), discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points. On or after the Par Call Date, the Issuer may, at its option, redeem the Notes in whole at any time, or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. In both instances, the Issuer will also pay accrued and unpaid interest on the Notes to be redeemed to the date of redemption. In determining the redemption price and accrued and unpaid interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If money sufficient to pay the redemption price of and accrued and unpaid interest on the Notes to be redeemed is deposited with the Trustee on or before the redemption date, on and after the redemption date interest will cease to accrue on the Notes (or such portions thereof) called for redemption and such Notes will cease to be outstanding. Notice of any redemption may, at the Issuers discretion, be subject to one or more conditions precedent. In the event that any relevant condition precedent is not satisfied (or waived by the Issuer) as of the date specified for redemption in any such notice of redemption (or amendment thereto), the Issuer may, in its discretion, rescind such notice or amend it on one or more occasions to specify another redemption date until the satisfaction (or waiver by the Issuer) of any such conditions precedent, unless such notice is earlier rescinded by the Issuer as described above.
As used in this Paragraph 5, the following terms shall have the respective meanings set forth below:
Comparable Treasury Issue means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term of such Notes.
Comparable Treasury Price means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
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Par Call Date means the date that is three months prior to the date that the Notes are scheduled to mature.
Quotation Agent means one of the Reference Treasury Dealers appointed by the Issuer.
Reference Treasury Dealer means (A) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc., a primary U.S. government securities dealer selected by SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (or their respective successors or affiliates that are Primary Treasury Dealers (as defined below)), and any successor; provided , however , that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a Primary Treasury Dealer ), the Issuer will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Issuer.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.
Remaining Scheduled Payments means, with respect to any Note, the remaining scheduled payments of the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption (assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date); provided , however , that if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
PARAGRAPH 6. If a Change of Control Repurchase Event occurs, unless the Issuer has previously exercised its right to redeem the Notes as described above, the Issuer will make an offer to each Holder of Notes to repurchase all or any part (in amounts of $2,000 or in integral multiples of $1,000 in excess thereof) of that Holders Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of repurchased Notes plus any accrued and unpaid interest on the repurchased Notes to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Issuers option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will send a notice to each Holder, with a copy to the
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Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions herein, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions herein by virtue of such conflict.
On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:
| accept for payment all Notes or portions of Notes properly tendered pursuant to the Issuers offer; |
| deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and |
| deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers Certificate stating the aggregate principal amount of Notes being purchased by the Issuer. |
The Paying Agent will promptly send to each Holder of properly tendered Notes the purchase price for the Notes, and the Trustee will promptly authenticate and send (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Issuer will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer.
As used in this Paragraph 6, the following terms shall have the respective meanings set forth below:
Below Investment Grade Rating Event means the Notes are rated below Investment Grade (defined below) by all three Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of
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Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Companys request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
Change of Control means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Companys Voting Stock (defined below), measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a wholly owned subsidiary of a holding company and (2) the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Companys Voting Stock immediately prior to that transaction.
Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
Fitch means Fitch Ratings, Ltd., a division of Fitch Inc.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys); a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent Investment Grade credit rating from any additional Rating Agency or Rating Agencies selected by the Company.
Rating Agency means (1) each of Moodys, Fitch and S&P; and (2) if any of Moodys, Fitch or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available (for reasons outside of the Companys control), a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Companys board of directors) as a replacement agency for Moodys, Fitch or S&P, or all three, as the case may be.
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Moodys means Moodys Investor Services, Inc.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc.
Voting Stock of any specified person (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
PARAGRAPH 7. Principal of and interest on the Notes shall be payable in accordance with Section 1 and 2 of the Notes. The Depository for the Notes upon issuance will be Cede & Co., as nominee of DTC. Notwithstanding Section 2.02 of the Indenture, the Issuers seal shall not be required to be reproduced on the Notes.
PARAGRAPH 8. The Notes shall not be convertible into the Issuers or any of the Guarantors common stock.
PARAGRAPH 9. Neither the Notes nor the Guarantees shall be secured.
PARAGRAPH 10. As used in the Indenture, the following terms shall have the respective meanings set forth below:
Attributable Debt means, with respect to a Sale and Lease-back Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding senior notes of all series issued by the Issuer, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.
Consolidated Net Tangible Assets means the total amount of assets which would be included on a combined balance sheet of the Issuer, the Company and the other Guarantors under accounting principles generally accepted in the United States (less applicable reserves and other properly deductible items) after deducting therefrom: (1) all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106; (2) investments in subsidiaries that are not Restricted Subsidiaries; and (3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other tangible assets.
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Existing Indentures means (1) the Indenture dated as of April 20, 2009, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, as amended and supplemented by the First Supplemental Indenture through the Fifteenth Supplemental Indenture, the resolutions dated as of April 20, 2009 authorizing the 8.910% Senior Notes due 2017 and the resolutions dated as of September 22, 2009 authorizing the 6.750% Senior Notes due 2019, and as may be further amended and supplemented, (2) the Indenture dated as of February 7, 2012, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, as amended and supplemented by the First Supplemental Indenture through the Thirteenth Supplemental Indenture and the resolutions dated as of January 31, 2012 authorizing the 5.875% Senior Notes due 2022, the resolutions dated as of April 3, 2013 and May 8, 2013 authorizing the 4.375% Senior Notes due 2023, the resolutions dated as of November 21, 2013 authorizing the 4.000% Senior Notes due 2018, the resolutions dated as of November 21, 2013 authorizing the 5.625% Senior Notes due 2024, the resolutions dated as of October 30, 2015 authorizing the 4.875% Senior Notes due 2025 and as may be further amended and supplemented and (3) the Indenture dated as of September 11, 2012, among the Issuer, the guarantors named therein and The Bank of New York Mellon, as trustee, pursuant to which the 0.5% Exchangeable Senior Notes due 2032 were issued, as amended and supplemented by the First Supplemental Indenture through the Twelfth Supplemental Indenture, and as may be further amended and supplemented.
Non-Recourse Indebtedness means the Indebtedness or other obligations secured by a Lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability on the part of the Issuer, the Company or any Restricted Subsidiary (other than the Restricted Subsidiary that holds title to the property) for any deficiency.
Revolving Credit Facility means the Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the lenders named therein and Citibank, N.A., as administrative agent, dated May 19, 2016, and any related documents (including, without limitation, any guarantees or security documents), as such agreements (and such related documents) may be amended, restated, supplemented, renewed, replaced by the existing lenders or by successors or otherwise modified from time to time, including any agreement(s) extending the maturity of or refinancing or refunding all or any portion of the indebtedness or increasing the amount to be borrowed under such agreement(s) or any successor agreement(s), whether or not by or among the same parties.
Sale and Lease-back Transaction means a sale or transfer made by the Issuer, the Company or a Restricted Subsidiary (except a sale or transfer made to the Issuer, the Company or another Restricted Subsidiary) of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination,
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if such sale or transfer is made with the agreement, commitment or intention of leasing such property to the Issuer, the Company or a Restricted Subsidiary for more than a three-year term.
Secured Debt means any Indebtedness which is secured by (i) a Security Interest in any of the property of the Issuer, the Company or any Restricted Subsidiary or (ii) a Security Interest in shares of stock owned directly or indirectly by the Issuer, the Company or a Restricted Subsidiary in a corporation or in equity interests owned by the Issuer, the Company or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in the Companys rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which the Issuer, the Company or a Restricted Subsidiary has an equity interest; provided that Secured Debt shall not include Non-Recourse Indebtedness, as such categories of assets are determined in accordance with accounting principles generally accepted in the United States. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.
Security Interests means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.
PARAGRAPH 11. The Notes shall be entitled to the benefit of each of the covenants in Article Four of the Indenture and each of the following additional covenants (each of which is deemed to be a provision of the Indenture and, when referred to as a provision of the Indenture, shall be identified by reference to the Section number which is set forth immediately preceding such covenant):
Section 4.06. Restrictions on Secured Debt.
The Issuer and the Company shall not, and shall not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the Notes will be secured equally and ratably with (or prior to) such Secured Debt; provided , however , that this Section 4.06 does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt that is secured by:
(1) Security Interests in model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat or thereon;
(2) Security Interests in property at the time of its acquisition by the Issuer, the Company or a Restricted Subsidiary, including Capitalized Lease Obligations, which Security Interests secure obligations assumed by the Issuer, the Company or a Restricted Subsidiary, or in the property of a corporation or other entity at the time it is merged into or consolidated with the Issuer, the Company or a Restricted Subsidiary (other than Secured Debt created in
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contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects the property of the Issuer, the Company or a Restricted Subsidiary prior to such transaction);
(3) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Issuer, the Company or a Restricted Subsidiary;
(4) Security Interests incurred in connection with pollution control, industrial revenue, water, sewage or any similar item; and
(5) Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Issuer, the Company or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by the Company or Security Interests securing the Issuers Indebtedness owing to a Guarantor.
Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension or refunding, in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.
In addition, the Issuer and the Guarantors may create, incur, assume or guarantee Secured Debt, without equally and ratably securing the Notes, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) above and any Secured Debt in relation to which the Notes have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the provisions of clauses (1) through (3) of Section 4.07 Restrictions on Sale and Lease-back Transactions have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.
The provisions of this Section 4.06 with respect to limitations on Secured Debt are not applicable to Non-Recourse Indebtedness and will not restrict or limit the Issuers or any Guarantors ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.
Section 4.07. Restrictions on Sale and Lease-back Transactions.
The Issuer and the Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-back Transaction, unless:
(1) notice is promptly given to the Trustee of the Sale and Lease-back Transaction;
(2) fair value is received by the Issuer, the Company or the relevant Restricted Subsidiary for the property sold (as determined in good faith by the Company communicated in writing to the Trustee); and
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(3) the Issuer, the Company or a Restricted Subsidiary, within 365 days after the completion of the Sale and Lease-back Transaction, applies, or enters into a definitive agreement to apply within such 365-day period, an amount equal to the net proceeds of such Sale and Lease-back Transaction (x) to the redemption, repayment or retirement of (a) Securities of any Series under the Existing Indentures (including the cancellation by the Trustee of any securities of any series delivered by the Issuer to the Trustee), (b) Indebtedness of the Issuer that ranks equally with the Notes or (c) Indebtedness of any Guarantor that ranks equally with the Guarantee of such Guarantor, and/or (y) to the purchase by the Issuer, the Company or any Restricted Subsidiary of property used in their respective trade or businesses.
This Section 4.07 will not apply to a Sale and Lease-back Transaction that relates to a sale of a property that occurs within 180 days from the latest of (x) the date of acquisition of the property by the Issuer, the Company or a Restricted Subsidiary, (y) the date of the completion of construction of that property or (z) the date of commencement of full operations on that property. In addition, the Issuer and the Guarantors may, without complying with the above restrictions, enter into a Sale and Lease-back Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (5) described in Section 4.06 Restrictions on Secured Debt and any Secured Debt in relation to which the Notes have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Lease-back Transactions (excluding Attributable Debt in respect of Sale and Lease-back Transactions as to which the provisions of clauses (1) through (3) of this Section 4.07 have been complied with) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets
PARAGRAPH 12. The Notes shall be entitled to the benefit of the provisions of Article Five of the Indenture; provided , however , that (a) clause (2) of the first paragraph of such Article shall be amended and restated as follows:
(2) such person (unless it has merged into the Issuer or a Guarantor) assumes by supplemental indenture, in a form reasonably satisfactory to the Trustee, all the obligations of the Issuer or such Guarantor, as the case may be, relating to the Securities or the Guarantee, as the case may be, and the Indenture; and
and (b) the second paragraph of such Article shall be amended and restated as follows:
Upon any such consolidation, merger, sale, assignment or transfer (including any consolidation, merger, sale, assignment, transfer described in the proviso at the end of the immediately preceding sentence) the successor corporation or legal entity, as the case may be, will be substituted for the Issuer or such Guarantor, as applicable, under the Indenture. The successor Person may, as applicable, then exercise every power and right of the Issuer or such Guarantor, as applicable, under the Indenture, and the Issuer or such Guarantor, as applicable, will be released from all of its respective liabilities and obligations in respect of the Securities or the Guarantee, as applicable, and
10
the Indenture. If the Issuer or any Guarantor leases all or substantially all of its assets, the lessee Person will be the successor to the Issuer or such Guarantor, as applicable, and may exercise every power and right of the Issuer or such Guarantor, as applicable, under the Indenture, but the Issuer or such Guarantor, as applicable, will not be released from its respective obligations to pay the principal and interest, if any, on the Securities. Notwithstanding the foregoing, the requirements of the immediately preceding paragraph shall not apply to any transaction pursuant to which a Guarantor (other than Toll Brothers, Inc.) will be upon consummation thereof permitted to be released from its Guarantee in accordance with Section 9.03.
PARAGRAPH 13. The Notes shall be entitled to the benefit of each Event of Default enumerated in Section 6.01 of the Indenture; provided , however , that sub-clause (4) of such Section 6.01 shall be amended and restated as follows:
(4) any default under an instrument evidencing or securing any of the Issuers Indebtedness or the Indebtedness of any Guarantor (other than Non-Recourse Indebtedness) aggregating $75,000,000 or more in aggregate principal amount, resulting in the acceleration of such Indebtedness, or due to the failure to pay such Indebtedness at maturity, upon acceleration or otherwise;.
PARAGRAPH 14. For the avoidance of doubt, the Notes shall be entitled to the benefit of Article Nine of the Indenture.
PARAGRAPH 15. Except as otherwise indicated, each reference herein to a Paragraph shall refer to a Paragraph hereof, and each reference herein to a Section shall refer to a Section of the Indenture.
11
EXHIBIT A
[See Exhibit 4.3]
Exhibit 4.3
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE.
No. 1 |
CUSIP No.: 88947E AS9 |
4.875% Senior Notes due 2027
TOLL BROTHERS FINANCE CORP.
a Delaware corporation
promises to pay to CEDE & CO.
or registered assigns the principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) on March 15, 2027
4.875% Senior Notes due 2027
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
Authenticated: March 10, 2017
TOLL BROTHERS FINANCE CORP. | ||
By |
|
|
Name: | Joseph R. Sicree | |
Title: | Senior Vice President and | |
Chief Accounting Officer | ||
By |
|
|
Name: | Gregg L. Ziegler | |
Title: | Senior Vice President and Treasurer |
[ Signature Page to Global Note ]
THE BANK OF NEW YORK MELLON, as Trustee, certifies that this is one of the Securities referred to in the within mentioned Indenture.
By: |
|
|
Authorized Signatory | ||
Dated: March 10, 2017 |
[ Signature Page to Global Note ]
TOLL BROTHERS FINANCE CORP.
4.875% SENIOR NOTES DUE 2027
1. Interest.
TOLL BROTHERS FINANCE CORP. (the Issuer), a Delaware corporation, promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Issuer will pay interest semiannually on March 15 and September 15 of each year, commencing on September 15, 2017, until the principal is paid or made available for payment. Interest on the Securities will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from March 10, 2017, provided that, if there is no existing Default in the payment of interest and if this Security is authenticated between a Record Date referred to on the face hereof and the next succeeding interest payment date, interest shall accrue from such interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment.
The Issuer will pay interest on the Securities (except defaulted interest, if any, which will be paid on such special payment date to Holders of record on such special Record Date as may be fixed by the Issuer) to the Persons who are registered Holders of Securities at the close of business on March 1 or September 1, as the case may be, preceding such interest payment date (capitalized terms not defined herein have the meanings given to those terms in the Indenture or the Authorizing Resolution pertaining to the Securities of the Series of which this Security is a part, as applicable). Holders must surrender Securities to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.
3. Paying Agent and Registrar.
Initially, The Bank of New York Mellon (the Trustee) will act as Paying Agent and Registrar. The Issuer may change or appoint any Paying Agent, Registrar or co-Registrar without notice. Toll Brothers, Inc. (the Company) or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Issuer issued the Securities under an Indenture dated as of February 7, 2012 (the Indenture), among the Issuer, the Company, the other Guarantors and the Trustee. The terms of the Securities and the Guarantee include those stated in the Indenture (including those terms set forth in the Authorizing Resolution or supplemental indenture pertaining to the Securities of the Series of which this Security is a part) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the TIA) as in effect on the date of the Indenture. The Securities and the Guarantee are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of them.
1
The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and the applicable Authorizing Resolution or supplemental indenture. Requests may be made to: Toll Brothers Finance Corp., c/o Toll Brothers, Inc., 250 Gibraltar Road, Horsham, Pennsylvania 19044, Attention: Chief Financial Officer.
5. Optional Redemption.
Prior to the Par Call Date, the Issuer may, at its option, redeem the Securities in whole at any time, or in part from time to time, by providing at least 30 but not more than 60 days prior notice thereof, at a redemption price equal to the greater of:
| 100% of the principal amount of the Securities being redeemed; and |
| the present value of the Remaining Scheduled Payments on the Securities being redeemed on the redemption date (assuming, for this purpose, that the Securities are scheduled to mature on the Par Call Date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points (0.50%). |
The Issuer will also pay accrued and unpaid interest on the Securities being redeemed to the date of redemption.
On or after the Par Call Date, the Issuer may, at its option, redeem the Securities in whole at any time, or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed, plus accrued and unpaid interest on the principal amount of the Securities being redeemed to the redemption date.
In determining the redemption price and accrued and unpaid interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
If money sufficient to pay the redemption price of and accrued and unpaid interest on the Securities to be redeemed is deposited with the Trustee on or before the redemption date, on and after the redemption date interest will cease to accrue on the Securities (or such portions thereof) called for redemption and such Securities (or such portions thereof) will cease to be outstanding.
Notice of any redemption may, at the Issuers discretion, be subject to one or more conditions precedent. In the event that any relevant condition precedent is not satisfied (or waived by the Issuer) as of the date specified for redemption in any such notice of redemption (or amendment thereto), the Issuer may, in its discretion, rescind such notice or amend it on one or more occasions to specify another redemption date until the satisfaction (or waiver by the Issuer) of any such conditions precedent, unless such notice is earlier rescinded by the Issuer as described above.
2
If less than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed, if the Securities are listed on a national securities exchange, in accordance with the rules of such exchange, or if the Securities are not so listed, on either a pro rata basis or by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from Securities outstanding and not previously called for redemption. Securities in denominations of $2,000 may only be redeemed in whole. The Trustee may select for redemption portions (equal to $2,000 or any integral multiple of $1,000 thereof) of the principal of Securities that have denominations larger than $2,000. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Securities are to be redeemed at the registered address of such Holder. On and after the redemption dates, interest ceases to accrue on the Securities or portions thereof called for redemption, provided that if the Issuer shall default in the payment of such Securities at the redemption price together with accrued and unpaid interest, interest shall continue to accrue at the rate borne by the Securities.
6. Denominations, Transfer, Exchange.
The Securities are in registered form only without coupons in denominations of $2,000 and integral multiples of $1,000 thereof. A Holder may transfer or exchange Securities by presentation of such Securities to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Security selected for redemption, except the unredeemed part thereof if the Security is redeemed in part, or transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed.
7. Persons Deemed Owners.
The registered Holder of this Security shall be treated as the owner of it for all purposes.
8. Unclaimed Money.
If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back to the Issuer at its request. After that, Holders entitled to the money must look to the Issuer for payment unless an abandoned property law designates another Person.
9. Amendment, Supplement, Waiver.
Subject to certain exceptions, the Indenture, the Guarantee or the Securities may be amended or supplemented by the Issuer with the consent of the Holders of at least a majority in principal amount of the outstanding Securities and any past default or compliance with any provision relating to the Securities may be waived in a particular instance with the consent of the Holders of a majority in principal amount of the outstanding Securities. Without the consent of any Holder, the Issuer may amend or
3
supplement the Indenture, the Guarantee or the Securities to cure any ambiguity, omission, defect or inconsistency (provided such action does not adversely affect the rights of the Holders), to evidence the succession of another Person to the Issuer or any Guarantor, to add covenants of the Issuer or of the Guarantors under Article Four of the Indenture for the benefit of the Holders or to surrender rights or powers conferred upon the Issuer or the Guarantors by the Indenture, to add Events of Default for the benefit of the Holders, to change or eliminate any provisions of the Indenture (provided such change or elimination shall become effective only when none of the Securities are outstanding), to add Guarantors, to provide for the acceptance of appointment by a successor Trustee or facilitate the administration of the trusts under the Indenture by more than one Trustee, to close the Indenture as to authentication and delivery of additional Securities, to supplement Indenture provisions to permit or facilitate defeasance and discharge of the Securities (provided such action does not adversely affect the rights of the Holders), to provide that specific Indenture provisions shall not apply to an unissued Series of Securities, to provide for uncertificated Securities in addition to or in place of certificated Securities, to create a Series and establish its terms, to remove a Guarantor, other than the Company, which, in accordance with the terms of the Indenture, ceases to be liable in respect of the Guarantee, or to make any other change (provided such action does not adversely affect the rights of any Holder).
10. Trustee Dealings with the Company.
The Bank of New York Mellon, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not Trustee.
11. Discharge of Indenture.
The Indenture contains certain provisions pertaining to defeasance, which provisions shall for all purposes have the same effect as if set forth herein.
12. No Recourse against Others.
A director, officer, employee or stockholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.
13. Authentication.
This Security shall not be valid until the Trustee signs the certificate of authentication on the other side of this Security.
14. Governing Law.
This Security shall be governed by and construed in accordance with the laws of the State of New York.
4
15. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
ASSIGNMENT FORM
If you, the Holder, want to assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Insert assignees social security or tax ID number)
(Print or type assignees name, address, and zip code)
and irrevocably appoint agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.
Date: |
Your signature: (Sign exactly as your name appears on theother side of this Security) |
SIGNATURE GUARANTEE
Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
5
GUARANTEE
The Guarantors listed on Schedule I attached hereto (the Guarantors) have unconditionally guaranteed, jointly and severally on a senior basis (such guarantee by each Guarantor being referred to herein as the Guarantee), (i) the due and punctual payment of the principal of and interest on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, partner, member, officer, director, manager, general partner, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such Persons status as stockholder, partner, member, officer, director, manager, general partner, employee or incorporator. Each Holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantee. Each Holder of a Security by accepting a Security agrees that any Guarantor other than Toll Brothers, Inc. shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture.
6
The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.
[ Signature Page to Global Note Guarantee ]
SCHEDULE I
The Guarantors
110-112 Third Ave. Realty Corp.
126-142 Morgan Street Urban Renewal LLC
134 Bay Street LLC
1400 Hudson LLC
1450 Washington LLC
1451 Hudson LLC
1500 Garden St. LLC
353-357 Broadway LLC
353-357 Broadway Member LLC
700 Grove Street Urban Renewal, LLC
89 Park Avenue LLC
Amwell Chase, Inc.
Arbor Hills Development LLC
Arbors Porter Ranch, LLC
Ashford Land Company, L.P.
Audubon Ridge, L.P.
Belmont Country Club I LLC
Belmont Country Club II LLC
Belmont Land, L.P.
Binks Estates Limited Partnership
Block 255 LLC
Block 268 LLC
Brier Creek Country Club I LLC
Brier Creek Country Club II LLC
Broad Run Associates, L.P.
Byers Commercial LLC
Byers Commercial LP
CC Estates Limited Partnership
Cold Spring Hunt, L.P.
Coleman-Toll Limited Partnership
Component Systems I LLC
Component Systems II LLC
CWG Construction Company LLC
Dominion Country Club, L.P.
Dominion Valley Country Club I LLC
Dominion Valley Country Club II LLC
Enclave at Long Valley I LLC
Enclave at Long Valley II LLC
ESE Consultants, Inc.
Estates at Princeton Junction, L.P.
Fairfax Investment, L.P.
Fairway Valley, Inc.
First Brandywine Investment Corp. II
First Brandywine Investment Corp. IV
First Brandywine LLC I
First Brandywine LLC II
First Brandywine Partners, L.P.
First Huntingdon Finance Corp.
Franklin Farms G.P., Inc.
Frenchmans Reserve Realty, LLC
Goshen Road Land Company LLC
Greens at Waynesborough, L.P.
Hatboro Road Associates LLC
Hoboken Cove LLC
Hoboken Land I LLC
Hoboken Land LP
Hockessin Chase, L.P.
HQZ Acquisitions, Inc.
Jacksonville TBI Realty LLC
Laurel Creek, L.P.
Liseter Land Company LLC
Liseter, LLC
Long Meadows TBI, LLC
Loudoun Valley Associates, L.P.
MA Limited Land Corporation
Martinsburg Ventures, L.L.C.
Mizner Realty, L.L.C.
Morgan Street JV LLC
Naples TBI Realty, LLC
NC Country Club Estates Limited Partnership
Orlando TBI Realty LLC
Placentia Development Company, LLC
Plum Canyon Master LLC
Porter Ranch Development Co.
PRD Investors, Inc.
PRD Investors, LLC
PT Maxwell Holdings, LLC
PT Maxwell, L.L.C.
Rancho Costera LLC
Regency at Denville LLC
Regency at Dominion Valley LLC
Regency at Washington I LLC
Regency at Washington II LLC
SH Homes Corporation
Shapell Hold Properties No. 1, LLC
Shapell Homes, Inc.
Shapell Industries, Inc.
Shapell Land Company, LLC
SI Investment Corporation
Silverman-Toll Limited Partnership
Sorrento at Dublin Ranch I LP
Sorrento at Dublin Ranch III LP
South Riding Amberlea LP
South Riding Partners Amberlea LP
South Riding Partners, L.P.
South Riding Realty LLC
South Riding, L.P.
Southport Landing Limited Partnership
Springton Pointe, L.P.
SR Amberlea LLC
SRLP II LLC
Stone Mill Estates, L.P.
Swedesford Chase, L.P.
Tampa TBI Realty LLC
TB Kent Partners LLC
TB Proprietary Corp.
TBI/Palm Beach Limited Partnership
Tenby Hunt, Inc.
The Bird Estate Limited Partnership
The Regency Golf Club I LLC
The Regency Golf Club II LLC
The Silverman Building Companies, Inc.
Toll Architecture I, P.A.
Toll Architecture, Inc.
Toll at Brier Creek Limited Partnership
Toll at Westlake, L.P.
Toll at Whippoorwill, L.P.
Toll Austin TX II LLC
Toll Austin TX III LLC
Toll Austin TX LLC
Toll AZ GP Corp.
Toll BBC II LLC
Toll BBC LLC
Toll Brooklyn L.P.
Toll Bros. of Arizona, Inc.
Toll Bros. of North Carolina II, Inc.
Toll Bros. of North Carolina III, Inc.
Toll Bros. of North Carolina, Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Bros., Inc.
Toll Brothers AZ Construction Company
Toll Brothers AZ Limited Partnership
Toll Brothers Canada USA, Inc.
Toll Brothers Real Estate, Inc.
Toll Brothers, Inc.
Toll Buckeye Corp.
Toll CA GP Corp.
Toll CA Holdings, Inc.
Toll CA I LLC
Toll CA II, L.P.
Toll CA III LLC
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA IX, L.P.
Toll CA Note II LLC
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CA VII, L.P.
Toll CA VIII, L.P.
Toll CA X, L.P.
Toll CA XI, L.P.
Toll CA XII, L.P.
Toll CA XIX, L.P.
Toll CA XX, L.P.
Toll CA, L.P.
Toll Cedar Hunt LLC
Toll Centennial Corp.
Toll CO GP Corp.
Toll CO I LLC
Toll CO II, L.P.
Toll CO III, L.P.
Toll CO, L.P.
Toll Corners LLC
Toll Corp.
Toll CT II Limited Partnership
Toll CT III Limited Partnership
Toll CT IV Limited Partnership
Toll CT Limited Partnership
Toll Dallas TX LLC
Toll DE II LP
Toll DE LP
Toll Development Company, Inc.
Toll Diamond Corp.
Toll EB, LLC
Toll Equipment, L.L.C.
Toll Estero Limited Partnership
Toll FL GP Corp.
Toll FL I, LLC
Toll FL II Limited Partnership
Toll FL III Limited Partnership
Toll FL IV Limited Partnership
Toll FL IV LLC
Toll FL Limited Partnership
Toll FL V Limited Partnership
Toll FL V LLC
Toll FL VI Limited Partnership
Toll FL VII Limited Partnership
Toll FL VIII Limited Partnership
Toll FL X Limited Partnership
Toll FL XII Limited Partnership
Toll FL XIII Limited Partnership
Toll Ft. Myers Limited Partnership
Toll GA GP Corp.
Toll GA LP
Toll Glastonbury LLC
Toll Golden Corp.
Toll Granite Corp.
Toll Grove LP
Toll Henderson LLC
Toll Hoboken LLC
Toll Holdings, Inc.
Toll Houston Land LLC
Toll Houston TX LLC
Toll Hudson LP
Toll ID I LLC
Toll IL GP Corp.
Toll IL HWCC, L.P.
Toll IL II, L.P.
Toll IL III, L.P.
Toll IL IV, L.P.
Toll IL WSB, L.P.
Toll IL, L.P.
Toll IN LLC
Toll Jacksonville Limited Partnership
Toll Jupiter LLC
Toll Land Corp. No. 10
Toll Land Corp. No. 6
Toll Land Corp. No. 20
Toll Land Corp. No. 43
Toll Land Corp. No. 50
Toll Land IV Limited Partnership
Toll Land IX Limited Partnership
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII LLC
Toll Land X Limited Partnership
Toll Land XI Limited Partnership
Toll Land XIX Limited Partnership
Toll Land XV Limited Partnership
Toll Land XVI Limited Partnership
Toll Land XVIII Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXI Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Land XXV Limited Partnership
Toll Lexington LLC
Toll MA Development LLC
Toll MA Holdings LLC
Toll MA I LLC
Toll MA II LLC
Toll MA III LLC
Toll MA IV LLC
Toll MA Land II GP LLC
Toll MA Land III Limited Partnership
Toll MA Land Limited Partnership
Toll MA Management LLC
Toll MD AF Limited Partnership
Toll MD Builder Corp.
Toll MD Builder I, L.P.
Toll MD I, L.L.C.
Toll MD II Limited Partnership
Toll MD II LLC
Toll MD III Limited Partnership
Toll MD III LLC
Toll MD IV Limited Partnership
Toll MD IV LLC
Toll MD IX Limited Partnership
Toll MD Limited Partnership
Toll MD V Limited Partnership
Toll MD VI Limited Partnership
Toll MD VII Limited Partnership
Toll MD VIII Limited Partnership
Toll MD X Limited Partnership
Toll MD XI Limited Partnership
Toll MI GP Corp.
Toll MI II Limited Partnership
Toll MI III Limited Partnership
Toll MI IV Limited Partnership
Toll MI Limited Partnership
Toll MI V Limited Partnership
Toll MI VI Limited Partnership
Toll Mid-Atlantic LP Company, Inc.
Toll Mid-Atlantic Note Company, Inc.
Toll Midwest LLC
Toll Midwest Note Company, Inc.
Toll MN GP Corp.
Toll MN II, L.P.
Toll MN, L.P.
Toll Morgan Street LLC
Toll Naval Associates
Toll NC GP Corp.
Toll NC I LLC
Toll NC II LP
Toll NC III LP
Toll NC IV LLC
Toll NC Note II LLC
Toll NC Note LLC
Toll NC, L.P.
Toll NH GP Corp.
Toll NJ Builder I, L.P.
Toll NJ I, L.L.C.
Toll NJ II, L.L.C.
Toll NJ II, L.P.
Toll NJ III, L.P.
Toll NJ III, LLC
Toll NJ IV, L.P.
Toll NJ IV LLC
Toll NJ V, L.P.
Toll NJ VI, L.P.
Toll NJ VII, L.P.
Toll NJ VIII, L.P.
Toll NJ XI, L.P.
Toll NJ XII LP
Toll NJ, L.P.
Toll NJX-I Corp.
Toll North LV LLC
Toll North Reno LLC
Toll Northeast LP Company, Inc.
Toll Northeast Note Company, Inc.
Toll Northeast Services, Inc.
Toll NV GP Corp.
Toll NV GP I LLC
Toll NV Holdings LLC
Toll NV Limited Partnership
Toll NY II LLC
Toll NY III L.P.
Toll NY IV L.P.
Toll NY L.P.
Toll NY V L.P.
Toll OH GP Corp.
Toll Orlando Limited Partnership
Toll PA Builder Corp.
Toll PA Development LP
Toll PA GP Corp.
Toll PA II GP Corp.
Toll PA II, L.P.
Toll PA III GP Corp.
Toll PA III, L.P.
Toll PA IV, L.P.
Toll PA IX, L.P.
Toll PA Management LP
Toll PA Twin Lakes LLC
Toll PA V, L.P.
Toll PA VI, L.P.
Toll PA VIII, L.P.
Toll PA X, L.P.
Toll PA XI, L.P.
Toll PA XII, L.P.
Toll PA XIII, L.P.
Toll PA XIV, L.P.
Toll PA XIX, L.P.
Toll PA XV, L.P.
Toll PA XVI, L.P.
Toll PA XVII, L.P.
Toll PA XVIII, L.P.
Toll PA, L.P.
Toll Palmetto Corp.
Toll Peppertree, Inc.
Toll Prasada LLC
Toll Realty Holdings Corp. I
Toll Realty Holdings Corp. II
Toll Realty Holdings LP
Toll RI GP Corp.
Toll RI II, L.P.
Toll RI, L.P.
Toll San Antonio TX LLC
Toll SC GP Corp.
Toll SC II, L.P.
Toll SC III, L.P.
Toll SC IV, L.P.
Toll SC, L.P.
Toll South LV LLC
Toll South Reno LLC
Toll Southeast LP Company, Inc.
Toll Southeast Note Company, Inc.
Toll Southwest II LLC
Toll Southwest LLC
Toll Southwest Note Company, Inc.
Toll Stonebrae LP
Toll Stratford LLC
Toll SW Holding I Corp.
Toll SW Holding LLC
Toll TN GP Corp.
Toll TX GP Corp.
Toll TX Note LLC
Toll VA GP Corp.
Toll VA II, L.P.
Toll VA III L.L.C.
Toll VA III, L.P.
Toll VA IV, L.P.
Toll VA L.L.C.
Toll VA Member Two, Inc.
Toll VA V, L.P.
Toll VA VI, L.P.
Toll VA VII, L.P.
Toll VA VIII, L.P.
Toll VA, L.P.
Toll Van Wyck, LLC
Toll Vanderbilt II LLC
Toll WA GP Corp.
Toll WA LP
Toll West Coast II LLC
Toll West Coast LLC
Toll WestCoast Note Company, Inc.
Toll WV GP Corp.
Toll WV LP
Toll YL II, L.P.
Toll YL, Inc.
Toll-Dublin, L.P.
Toll-Dublin, LLC
Upper K Investors, Inc.
Upper K Investors, LLC
Upper K-Shapell, LLC
Vanderbilt Capital LLC
Village Partners, L.P.
Virginia Construction Co. I, LLC
Virginia Construction Co. II, LLC
Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
March 10, 2017
Toll Brothers, Inc.
$300,000,000 4.875% Senior Notes due 2027
Ladies and Gentlemen:
We have acted as counsel to Toll Brothers, Inc., a Delaware corporation (the Company), and Toll Brothers Finance Corp., a Delaware corporation (the Issuer), in connection with the public offering and sale by the Issuer of $300,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (the Senior Notes) to be issued under the Indenture dated as of February 7, 2012 (the Base Indenture), by and among the Issuer, the Guarantors (as defined below) and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by the authorizing resolution dated March 10, 2017 (the Authorizing Resolution and, together with the Base Indenture, the Indenture). The Senior Notes will be on the date hereof guaranteed (the Guarantees) by the entities set forth on Schedule I hereto (collectively, the Delaware Guarantors), by the entities set forth on Schedule II hereto (collectively, the New York Guarantors and, together with the Delaware Guarantors, the Covered Guarantors) and by the entities set forth on Schedule III hereto (the Other Guarantors and, together with the Covered Guarantors, the Guarantors).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Certificate of Incorporation of the Issuer and the Company, as amended; (b) the By-laws of the Issuer and the Company, as amended; (c) the Omnibus Written Consent of (i) all of the members of the boards of directors of the corporations listed on Schedule I thereto and (ii) the person or persons authorized to act (whether directly, or indirectly
through a Guarantor) with regard thereto on behalf of one or more of the entities listed on Schedule II thereto, in each case duly adopted by unanimous consent on March 6, 2017; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on March 6, 2017; the Public Debt and Equity Securities Committee Charter of the Board of Directors of the Company, duly adopted on June 17, 2009; the resolutions of the Public Debt and Equity Securities Committee of the Company, duly adopted on March 6, 2017; the Action Taken by Unanimous Written Consent of a committee of the Board of Directors of the Company, duly adopted on March 7, 2017; the Pricing Resolutions of the Board of Directors of the Issuer, duly adopted on March 7, 2017; and the Joint Action of the Persons Authorized to Act on Behalf of each of the Issuer, the Company and the Guarantors duly adopted on March 10, 2017, pursuant to which the Authorizing Resolutions were adopted; (d) the Registration Statement on Form S-3 (Registration No. 333-202046) filed with the Securities and Exchange Commission (the Commission) on February 12, 2015, as amended by Post-Effective Amendment No. 1 thereto on October 27, 2015 and by Post-Effective Amendment No. 2 thereto on March 7, 2017(the Registration Statement), for registration under the Securities Act of 1933, as amended (the Securities Act), of an unlimited aggregate amount of various securities of the Company, the Issuer or certain other subsidiaries of the Company, to be issued from time to time by the Company, the Issuer or such subsidiaries; (e) the related Prospectus dated February 12, 2015 (together with the documents incorporated therein by reference, the Basic Prospectus); (f) the Prospectus Supplement dated March 7, 2017, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus and the documents incorporated by reference therein, the Prospectus); (g) the Pricing Term Sheet dated March 7, 2017, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (h) the Underwriting Agreement dated March 7, 2017(the Underwriting Agreement), among the Issuer, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters names therein; and (i) the Indenture (including the First through Thirteenth Supplemental Indentures thereof) and the forms of the Senior Notes and Guarantees.
As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Issuer and the Company and documents furnished to us by the Issuer and the Company without independent verification of their accuracy. We have also assumed (a) with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee and (c) that the Guarantees have been duly authorized, executed and delivered by each of the Other Guarantors.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that, when the Senior Notes are authenticated in accordance with the provisions
2
of the Indenture and delivered and paid for, (i) the Senior Notes will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors entitled to the benefits of the Guarantees and enforceable against the Guarantors in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act and the Federal laws of the United States of America.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption Legal Matters in the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours, |
/s/ Cravath, Swaine & Moore LLP |
Toll Brothers, Inc. |
250 Gibraltar Road |
Horsham, Pennsylvania 19044 |
3
Schedule I Delaware Guarantors
134 Bay Street LLC
Amwell Chase, Inc.
Ashford Land Company, L.P.
Component Systems I LLC
Component Systems II LLC
ESE Consultants, Inc.
Fairway Valley, Inc.
First Brandywine Investment Corp. II
First Brandywine Investment Corp. IV
First Brandywine LLC I
First Brandywine LLC II
First Brandywine Partners, L.P.
First Huntingdon Finance Corp.
Franklin Farms G.P., Inc.
Hoboken Land I LLC
Hockessin Chase, L.P.
Liseter, LLC
MA Limited Land Corporation
Morgan Street JV LLC
Plum Canyon Master LLC
PRD Investors, Inc.
PRD Investors, LLC
Rancho Costera LLC
Shapell Hold Properties No. 1, LLC
Shapell Homes, Inc.
Shapell Industries, Inc.
Shapell Land Company, LLC
TB Kent Partners LLC
TB Proprietary Corp.
Tenby Hunt, Inc.
Toll Architecture I, P.A.
Toll Architecture, Inc.
Toll AZ GP Corp.
Toll Bros., Inc.
Toll Brothers Canada USA, Inc.
Toll Brothers, Inc.
Toll Buckeye Corp.
Toll CA Holdings, Inc.
Toll Centennial Corp.
Toll Corners LLC
Toll Corp.
Toll DE II LP
Toll DE LP
Toll Diamond Corp.
Toll EB, LLC
Toll Equipment, L.L.C.
Toll Golden Corp.
Toll Granite Corp.
Toll Hoboken LLC
Toll Holdings, Inc.
Toll Land Corp. No. 10
Toll Land Corp. No. 20
Toll Land Corp. No. 43
Toll Land Corp. No. 50
Toll MA Holdings LLC
Toll MA Land II GP LLC
Toll Mid-Atlantic LP Company, Inc.
Toll Mid-Atlantic Note Company, Inc.
Toll Midwest LLC
Toll Midwest Note Company, Inc.
Toll Morgan Street LLC
Toll NJX-I Corp.
Toll Northeast LP Company, Inc.
Toll Northeast Note Company, Inc.
Toll Northeast Services, Inc.
Toll Palmetto Corp.
Toll Realty Holdings Corp. I
Toll Realty Holdings Corp. II
Toll Realty Holdings LP
Toll Southeast LP Company, Inc.
Toll Southeast Note Company, Inc.
Toll Southwest LLC
Toll Southwest Note Company, Inc.
Toll TX GP Corp.
Toll VA GP Corp.
Toll VA L.L.C.
Toll VA Member Two, Inc.
Toll West Coast LLC
Toll WestCoast Note Company, Inc.
Upper K Investors, Inc.
Upper K Investors, LLC
Upper K-Shapell, LLC
Byers Commercial LLC
Toll West Coast II LLC
Toll Southwest II LLC
Schedule II New York Guarantors
110-112 Third Ave. Realty Corp.
353-357 Broadway LLC
353-357 Broadway Member LLC
89 Park Avenue LLC
Toll at Whippoorwill, L.P.
Toll Brooklyn L.P.
Toll Land V Limited Partnership
Toll Land VI Limited Partnership
Toll Land VII LLC
Toll Lexington LLC
Toll NY II LLC
Toll NY III L.P.
Toll NY IV L.P.
Toll NY V L.P.
Toll NY L.P.
Toll Peppertree, Inc.
Toll Van Wyck, LLC
2
Schedule III Other Guarantors
Toll Bros. of Arizona, Inc.
Toll Brothers AZ Construction Company
Toll Brothers AZ Limited Partnership
Toll Prasada LLC
Toll CO GP Corp.
Toll CO I LLC
Toll CO II, L.P.
Toll CO III, L.P.
Toll CO, L.P.
Southport Landing Limited Partnership
Toll CT II Limited Partnership
Toll CT III Limited Partnership
Toll CT IV Limited Partnership
Toll CT Limited Partnership
Toll Glastonbury LLC
Toll Land XVIII Limited Partnership
Binks Estates Limited Partnership
Frenchmans Reserve Realty, LLC
Jacksonville TBI Realty LLC
Mizner Realty, L.L.C.
Naples TBI Realty, LLC
Orlando TBI Realty LLC
Tampa TBI Realty LLC
TBI/Palm Beach Limited Partnership
Toll Estero Limited Partnership
Toll FL GP Corp.
Toll FL I, LLC
Toll FL II Limited Partnership
Toll FL III Limited Partnership
Toll FL IV Limited Partnership
Toll FL IV LLC
Toll FL Limited Partnership
Toll FL V Limited Partnership
Toll FL V LLC
Toll FL VI Limited Partnership
Toll FL VII Limited Partnership
Toll FL VIII Limited Partnership
Toll FL X Limited Partnership
Toll FL XII Limited Partnership
Toll FL XIII Limited Partnership
Toll Ft. Myers Limited Partnership
Toll Jacksonville Limited Partnership
Toll Jupiter LLC
Toll Orlando Limited Partnership
Toll GA GP Corp.
Toll GA LP
Toll ID I LLC
Toll IL GP Corp.
Toll IL HWCC, L.P.
Toll IL II, L.P.
Toll IL III, L.P.
Toll IL IV, L.P.
Toll IL WSB, L.P.
Toll IL, L.P.
Toll IN LLC
Long Meadows TBI, LLC
Toll MD AF Limited Partnership
Toll MD Builder Corp.
Toll MD Builder I, L.P.
Toll MD I, L.L.C.
Toll MD II Limited Partnership
Toll MD II LLC
Toll MD III Limited Partnership
Toll MD III LLC
Toll MD IV Limited Partnership
Toll MD IV LLC
Toll MD IX Limited Partnership
Toll MD Limited Partnership
Toll MD V Limited Partnership
Toll MD VI Limited Partnership
Toll MD VII Limited Partnership
Toll MD VIII Limited Partnership
Toll MD X Limited Partnership
Toll MD XI Limited Partnership
CC Estates Limited Partnership
The Bird Estate Limited Partnership
Toll MA I LLC
Toll MA II LLC
Toll MA III LLC
Toll MA IV LLC
Toll MA Development LLC
Toll MA Land Limited Partnership
Toll MA Management LLC
Toll MA Land III Limited Partnership
Arbor Hills Development LLC
HQZ Acquisitions, Inc.
SH Homes Corporation
SI Investment Corporation
3
Silverman-Toll Limited Partnership
The Silverman Building Companies, Inc.
Toll Development Company, Inc.
Toll MI GP Corp.
Toll MI II Limited Partnership
Toll MI III Limited Partnership
Toll MI IV Limited Partnership
Toll MI Limited Partnership
Toll MI V Limited Partnership
Toll MI VI Limited Partnership
Toll MN GP Corp.
Toll MN II, L.P.
Toll MN, L.P.
Coleman-Toll Limited Partnership
Toll Henderson LLC
Toll North LV LLC
Toll North Reno LLC
Toll NV GP Corp.
Toll NV GP I LLC
Toll NV Holdings LLC
Toll NV Limited Partnership
Toll South LV LLC
Toll South Reno LLC
Toll SW Holding I Corp.
Toll SW Holding LLC
Toll NH GP Corp.
126-142 Morgan Street Urban Renewal LLC
1400 Hudson LLC
1450 Washington LLC
1500 Garden St. LLC
700 Grove Street Urban Renewal, LLC
Block 255 LLC
Block 268 LLC
CWG Construction Company LLC
Estates at Princeton Junction, L.P.
Hoboken Cove LLC
Hoboken Land LP
Laurel Creek, L.P.
PT Maxwell Holdings, LLC
PT Maxwell, L.L.C.
Regency at Denville LLC
Enclave at Long Valley I LLC
Enclave at Long Valley II LLC
Regency at Washington I LLC
Regency at Washington II LLC
Toll at Westlake, L.P.
Toll Grove LP
Toll Hudson LP
Toll Land IV Limited Partnership
Toll Land XI Limited Partnership
Toll Land XVI Limited Partnership
Toll Land XXV Limited Partnership
Toll NJ Builder I, L.P.
Toll NJ I, L.L.C.
Toll NJ II, L.L.C.
Toll NJ II, L.P.
Toll NJ III, L.P.
Toll NJ III, LLC
Toll NJ IV, L.P.
Toll NJ V, L.P.
Toll NJ VI, L.P.
Toll NJ VII, L.P.
Toll NJ VIII, L.P.
Toll NJ XI, L.P.
Toll NJ XII LP
Toll NJ, L.P.
1451 Hudson LLC
Toll NJ IV LLC
Brier Creek Country Club I LLC
Brier Creek Country Club II LLC
NC Country Club Estates Limited Partnership
Toll at Brier Creek Limited Partnership
Toll Bros. of North Carolina II, Inc.
Toll Bros. of North Carolina III, Inc.
Toll Bros. of North Carolina, Inc.
Toll NC GP Corp.
Toll NC I LLC
Toll NC II LP
Toll NC III LP
Toll NC IV LLC
Toll NC Note II LLC
Toll NC Note LLC
Toll NC, L.P.
Toll OH GP Corp.
Audubon Ridge, L.P.
Broad Run Associates, L.P.
Cold Spring Hunt, L.P.
Goshen Road Land Company LLC
Greens at Waynesborough, L.P.
Hatboro Road Associates LLC
Liseter Land Company LLC
Springton Pointe, L.P.
Stone Mill Estates, L.P.
Swedesford Chase, L.P.
Toll Bros., Inc.
Toll Brothers Real Estate, Inc.
4
Toll Land Corp. No. 6
Toll Naval Associates
Toll PA Builder Corp.
Toll PA Development LP
Toll PA GP Corp.
Toll PA Management LP
Toll PA II GP Corp.
Toll PA II, L.P.
Toll PA III GP Corp.
Toll PA III, L.P.
Toll PA IV, L.P.
Toll PA IX, L.P.
Toll PA V, L.P.
Toll PA VI, L.P.
Toll PA VIII, L.P.
Toll PA X, L.P.
Toll PA XI, L.P.
Toll PA XII, L.P.
Toll PA XIII, L.P.
Toll PA XIV, L.P.
Toll PA XV, L.P.
Toll PA XVI, L.P.
Toll PA XVII, L.P.
Toll PA XVIII, L.P.
Toll PA XIX, L.P.
Toll PA, L.P.
Village Partners, L.P.
Byers Commercial LP
Toll PA Twin Lakes LLC
Toll RI GP Corp.
Toll RI II, L.P.
Toll RI, L.P.
Toll Vanderbilt II LLC
Vanderbilt Capital LLC
Toll SC GP Corp.
Toll SC II, L.P.
Toll SC III, L.P.
Toll SC IV, L.P.
Toll SC, L.P.
Toll TN GP Corp.
Toll Austin TX LLC
Toll Austin TX II LLC
Toll Austin TX III LLC
Toll BBC II LLC
Toll BBC LLC
Toll Bros., Inc.
Toll Dallas TX LLC
Toll Houston Land LLC
Toll Houston TX LLC
Toll San Antonio TX LLC
Toll TX Note LLC
Belmont Country Club I LLC
Belmont Country Club II LLC
Belmont Land, L.P.
Dominion Country Club, L.P.
Dominion Valley Country Club I LLC
Dominion Valley Country Club II LLC
Fairfax Investment, L.P.
Loudoun Valley Associates, L.P.
Martinsburg Ventures, L.L.C.
Regency at Dominion Valley LLC
South Riding Amberlea LP
South Riding Partners Amberlea LP
South Riding Partners, L.P.
South Riding Realty LLC
South Riding, L.P.
SR Amberlea LLC
SRLP II LLC
The Regency Golf Club I LLC
The Regency Golf Club II LLC
Toll Cedar Hunt LLC
Toll Land IX Limited Partnership
Toll Land X Limited Partnership
Toll Land XV Limited Partnership
Toll Land XXI Limited Partnership
Toll Stratford LLC
Toll VA II, L.P.
Toll VA III L.L.C.
Toll VA III, L.P.
Toll VA IV, L.P.
Toll VA V, L.P.
Toll VA VI, L.P.
Toll VA VII, L.P.
Toll VA VIII, L.P.
Toll VA, L.P.
Virginia Construction Co. I, LLC
Virginia Construction Co. II, LLC
Toll WA GP Corp.
Toll WA LP
Toll WV GP Corp.
Toll WV LP
Arbors Porter Ranch, LLC
Placentia Development Company, LLC
Porter Ranch Development Co.
Sorrento at Dublin Ranch I LP
Sorrento at Dublin Ranch III LP
5
Toll CA GP Corp.
Toll CA I LLC
Toll CA II, L.P.
Toll CA III LLC
Toll CA III, L.P.
Toll CA IV, L.P.
Toll CA IX, L.P.
Toll CA Note II LLC
Toll CA V, L.P.
Toll CA VI, L.P.
Toll CA VII, L.P.
Toll CA VIII, L.P.
Toll CA X, L.P.
Toll CA XI, L.P.
Toll CA XII, L.P.
Toll CA XIX, L.P.
Toll CA XX, L.P.
Toll CA, L.P.
Toll Land XIX Limited Partnership
Toll Land XX Limited Partnership
Toll Land XXII Limited Partnership
Toll Land XXIII Limited Partnership
Toll Stonebrae LP
Toll YL II, L.P.
Toll YL, Inc.
Toll-Dublin, L.P.
Toll-Dublin, LLC
6
Exhibit 5.2
[TOLL BROTHERS LETTERHEAD]
March 10, 2017
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Mizuho Securities USA Inc.
SunTrust Robinson Humphrey, Inc.
Wells Fargo Securities, LLC
PNC Capital Markets LLC
Capital One Securities, Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
BB&T Capital Markets, a division of BB&T Securities, LLC
BNY Mellon Capital Markets, LLC
Citizens Capital Markets, Inc.
Comerica Securities, Inc.
Fifth Third Securities, Inc.
Regions Securities LLC
TD Securities (USA) LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Re: | Toll Brothers Finance Corp. |
4.875% Senior Notes due 2027
Guaranteed on a Senior Basis by
Toll Brothers, Inc. and Certain of Its Subsidiaries
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel to Toll Brothers, Inc., a Delaware corporation (the Company ), and am providing this opinion letter to you at the request of the Company and the Issuer (as defined below) pursuant to Section 4(b) of the Underwriting Agreement, dated as of March 7, 2017, by and among Toll Brothers Finance Corp. (the Issuer ), the Company, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as Representatives for the Underwriters (the Underwriting Agreement ), relating to the issuance and sale of $300,000,000 aggregate principal amount of the Issuers 4.875% Senior Notes due 2027 (the Notes ), which are guaranteed (the Guarantees ) on a senior basis by the Company and certain subsidiaries of the Company (each a Subsidiary and collectively, the Subsidiaries ).
Capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Underwriting Agreement or, if not defined in the Underwriting Agreement, in the Indenture, dated February 7, 2012, by and among the Issuer, the Company, the other guarantors that are party thereto and The Bank of New York Mellon, as trustee (the Trustee ), as supplemented by that certain Authorizing Resolution, dated as of March 10, 2017 (collectively, the Indenture ).
In rendering the opinions contained herein, I have relied upon my examination or the examination by members of our legal staff or outside counsel (in the ordinary course of business) of the original or copies certified or otherwise identified to our satisfaction of the charter, bylaws or other governing documents of the Subsidiaries, resolutions and written consents of their respective boards of directors, general partners, managers and managing members, as the case may be, statements and certificates from officers of the Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and corporate records relating to the Subsidiaries as we have deemed appropriate. As to various questions of fact material to this opinion letter, I have relied on representations and certificates of officers of the Subsidiaries.
In our examination of documents, instruments and other papers, I have assumed the genuineness of all signatures on original or certified or otherwise identified documents and the conformity to original or certified or otherwise identified documents of all copies submitted to me as conformed or photostatic copies.
Whenever a statement herein is qualified by the phrase to the best of my knowledge or known to me or similar phrases, it is intended to indicate that, during the course of my service to the Company described in the introductory paragraph of this opinion letter, no information that would give me actual knowledge of the inaccuracy of such statement has come to my attention; however, unless expressly noted otherwise, I have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my service to the Company described in the introductory paragraph of this opinion letter.
Based upon the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, it is my opinion that:
(i) | except as otherwise set forth in the Registration Statement, the Time of Sale Information and the Prospectus, all outstanding shares of capital stock or outstanding interests of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the best of my knowledge, any other security interests, claims, liens or encumbrances; |
(ii) | (a) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, the Company or any of |
|
(iii) | none of the execution and delivery of the Indenture or the Underwriting Agreement, the issue and sale of the Securities, or the consummation of any other of the transactions therein contemplated, nor the fulfillment of the terms thereof, will conflict with, result in a breach or violation of or constitute a default under the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Issuer, the Company or any of the Subsidiaries is a party or bound and is known to me. |
This opinion letter is given as of the date hereof and I assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to my attention or any change in laws that may hereafter occur.
This opinion letter is solely for your benefit in connection with the above-referenced transaction and it may not be quoted or relied upon by, nor may copies be delivered to, any other person or entity, and it may not be used for any other purpose, without my prior written consent.
Very truly yours, |
/s/ John K. McDonald |
John K. McDonald |
[ Company General Counsel Opinion Signature Page ]
Schedule I
110-112 Third Ave. Realty Corp. | First Brandywine LLC II | |
126-142 Morgan Street Urban Renewal LLC | First Brandywine Partners, L.P. | |
134 Bay Street LLC | First Huntingdon Finance Corp. | |
1400 Hudson LLC | Franklin Farms G.P., Inc. | |
1450 Washington LLC | Frenchmans Reserve Realty, LLC | |
1451 Hudson LLC | Goshen Road Land Company LLC | |
1500 Garden St. LLC | Greens at Waynesborough, L.P. | |
353-357 Broadway LLC | Hatboro Road Associates LLC | |
353-357 Broadway Member LLC | Hoboken Cove LLC | |
700 Grove Street Urban Renewal, LLC | Hoboken Land I LLC | |
89 Park A venue LLC | Hoboken Land LP | |
Amwell Chase, Inc. | Hockessin Chase, L.P. | |
Arbor Hills Development LLC | HQZ Acquisitions, Inc. | |
Arbors Porter Ranch, LLC | Jacksonville TBI Realty LLC | |
Ashford Land Company, L.P. | Laurel Creek, L.P. | |
Audubon Ridge, L.P. | Liseter Land Company LLC | |
Belmont Country Club I LLC | Liseter, LLC | |
Belmont Country Club II LLC | Long Meadows TBI, LLC | |
Belmont Land, L.P. | Loudoun Valley Associates, L.P. | |
Binks Estates Limited Partnership | MA Limited Land Corporation | |
Block 255 LLC | Martinsburg Ventures, L.L.C. | |
Block 268 LLC | Mizner Realty, L.L.C. | |
Brier Creek Country Club I LLC | Morgan Street JV LLC | |
Brier Creek Country Club II LLC | Naples TBI Realty, LLC | |
Broad Run Associates, L.P. | NC Country Club Estates Limited Partnership | |
Byers Commercial LLC | Orlando TBI Realty LLC | |
Byers Commercial LP | Placentia Development Company, LLC | |
CC Estates Limited Partnership | Plum Canyon Master LLC | |
Cold Spring Hunt, L.P. | Porter Ranch Development Co. | |
Coleman-Toll Limited Partnership | PRD Investors, Inc. | |
Component Systems I LLC | PRD Investors, LLC | |
Component Systems II LLC | PT Maxwell Holdings, LLC | |
CWG Construction Company LLC | PT Maxwell, L.L.C. | |
Dominion Country Club, L.P. | Rancho Castera LLC | |
Dominion Valley Country Club I LLC | Regency at Denville LLC | |
Dominion Valley Country Club II LLC | Regency at Dominion Valley LLC | |
Enclave at Long Valley I LLC | Regency at Washington I LLC | |
Enclave at Long Valley II LLC | Regency at Washington II LLC | |
ESE Consultants, Inc. | SH Homes Corporation | |
Estates at Princeton Junction, L.P. | Shapell Hold Properties No. 1, LLC | |
Fairfax Investment, L.P. | Shapell Homes, Inc. | |
Fairway Valley, Inc. | Shapell Industries, Inc. | |
First Brandywine Investment Corp. II | Shapell Land Company, LLC | |
First Brandywine Investment Corp. IV | SI Investment Corporation | |
First Brandywine LLC I | Silverman-Toll Limited Partnership |
Sorrento at Dublin Ranch I LP | Toll CA Holdings, Inc. | |
Sorrento at Dublin Ranch III LP | Toll CA I LLC | |
South Riding Amberlea LP | Toll CA II, L.P. | |
South Riding Partners Amberlea LP | Toll CA III LLC | |
South Riding Partners, L.P. | Toll CA III, L.P. | |
South Riding Realty LLC | Toll CA IV, L.P. | |
South Riding, L.P. | Toll CA IX, L.P. | |
Southport Landing Limited Partnership | Toll CA Note II LLC | |
Springton Pointe, L.P. | Toll CA V, L.P. | |
SR Amberlea LLC | Toll CA VI, L.P. | |
SRLP II LLC | Toll CA VII, L.P. | |
Stone Mill Estates, L.P. | Toll CA VIII, L.P. | |
Swedesford Chase, L.P. | Toll CA X, L.P. | |
Tampa TBI Realty LLC | Toll CA XI, L.P. | |
TB Kent Partners LLC | Toll CA XII, L.P. | |
TB Proprietary Corp. | Toll CA XIX, L.P. | |
TBI/Palm Beach Limited Partnership | Toll CA XX, L.P. | |
Tenby Hunt, Inc. | Toll CA, L.P. | |
The Bird Estate Limited Partnership | Toll Cedar Hunt LLC | |
The Regency Golf Club I LLC | Toll Centennial Corp. | |
The Regency Golf Club II LLC | Toll CO GP Corp. | |
The Silverman Building Companies, Inc. | Toll CO I LLC | |
Toll Architecture I, P.A. | Toll CO II, L.P. | |
Toll Architecture, Inc. | Toll CO III, L.P. | |
Toll at Brier Creek Limited Partnership | Toll CO, L.P. | |
Toll at Westlake, L.P. | Toll Comers LLC | |
Toll at Whippoorwill, L.P. | Toll Corp. | |
Toll Austin TX II LLC | Toll CT II Limited Partnership | |
Toll Austin TX III LLC | Toll CT III Limited Partnership | |
Toll Austin TX LLC | Toll CT IV Limited Partnership | |
Toll AZ GP Corp. | Toll CT Limited Partnership | |
Toll BBC II LLC | Toll Dallas TX LLC | |
Toll BBC LLC | Toll DE II LP | |
Toll Brooklyn L.P. | Toll DE LP | |
Toll Bros. of Arizona, Inc. | Toll Development Company, Inc. | |
Toll Bros. of North Carolina II, Inc. | Toll Diamond Corp. | |
Toll Bros. of North Carolina III, Inc. | Toll EB, LLC | |
Toll Bros. of North Carolina, Inc. | Toll Equipment, L.L.C. | |
Toll Bros., Inc. | Toll Estero Limited Partnership | |
Toll Bros., Inc. | Toll FL GP Corp. | |
Toll Bros., Inc. | Toll FL I, LLC | |
Toll Brothers AZ Construction Company | Toll FL II Limited Partnership | |
Toll Brothers AZ Limited Partnership | Toll FL III Limited Partnership | |
Toll Brothers Canada USA, Inc. | Toll FL IV Limited Partnership | |
Toll Brothers Real Estate, Inc. | Toll FL IV LLC | |
Toll Brothers, Inc. | Toll FL Limited Partnership |
Toll Buckeye Corp. | Toll FL V Limited Partnership | |
Toll CA GP Corp. | Toll FL V LLC | |
Toll FL VI Limited Partnership | Toll Land XXII Limited Partnership | |
Toll FL VII Limited Partnership | Toll Land XXIII Limited Partnership | |
Toll FL VIII Limited Partnership | Toll Land XXV Limited Partnership | |
Toll FL X Limited Partnership | Toll Lexington LLC | |
Toll FL XII Limited Partnership | Toll MA Development LLC | |
Toll FL XIII Limited Partnership | Toll MA Holdings LLC | |
Toll Ft. Myers Limited Partnership | Toll MA I LLC | |
Toll GA GP Corp. | Toll MA II LLC | |
Toll GA LP | Toll MA III LLC | |
Toll Glastonbury LLC · | Toll MA IV LLC | |
Toll Golden Corp. | Toll MA Land II GP LLC | |
Toll Granite Corp. | Toll MA Land III Limited Partnership | |
Toll Grove LP | Toll MA Land Limited Partnership | |
Toll Henderson LLC | Toll MA Management LLC | |
Toll Hoboken LLC | Toll MD AF Limited Partnership | |
Toll Holdings, Inc. | Toll MD Builder Corp. | |
Toll Houston Land LLC | Toll MD Builder I, L.P. | |
Toll Houston TX LLC | Toll MD I, L.L.C. | |
Toll Hudson LP | Toll MD II Limited Partnership | |
Toll ID I LLC | Toll MD II LLC | |
Toll IL GP Corp. | Toll MD III Limited Partnership | |
Toll IL HWCC, L.P. | Toll MD III LLC | |
Toll IL II, L.P. | Toll MD IV Limited Partnership | |
Toll IL III, L.P. | Toll MD IV LLC | |
Toll IL IV, L.P. | Toll MD IX Limited Partnership | |
Toll IL WSB, L.P. | Toll MD Limited Partnership | |
Toll IL, L.P. | Toll MD V Limited Partnership | |
Toll IN LLC | Toll MD VI Limited Partnership | |
Toll Jacksonville Limited Partnership | Toll MD VII Limited Partnership | |
Toll Jupiter LLC | Toll MD VIII Limited Partnership | |
Toll Land Corp. No. 10 | Toll MD X Limited Partnership | |
Toll Land Corp. No. 6 | Toll MD XI Limited Partnership | |
Toll Land Corp. No. 20 | Toll MI GP Corp. | |
Toll Land Corp. No. 43 | Toll MI II Limited Partnership | |
Toll Land Corp. No. 50 | Toll MI III Limited Partnership | |
Toll Land IV Limited Partnership | Toll MI IV Limited Partnership | |
Toll Land IX Limited Partnership | Toll MI Limited Partnership | |
Toll Land V Limited Partnership | Toll MI V Limited Partnership | |
Toll Land V{Limited Partnership | Toll MI VI Limited Partnership | |
Toll Land VII LLC | Toll Mid-Atlantic LP Company, Inc. | |
Toll Land X Limited Partnership | Toll Mid-Atlantic Note Company, Inc. | |
Toll Land XI Limited Partnership | Toll Midwest LLC | |
Toll Land XIX Limited Partnership | Toll Midwest Note Company, Inc. | |
Toll Land XV Limited Partnership | Toll MN GP Corp. |
Toll Land XVI Limited Partnership | Toll MN II, L.P. | |
Toll Land XVIII Limited Partnership | Toll MN, L.P. | |
Toll Land XX Limited Partnership | Toll Morgan Street LLC | |
Toll Land XXI Limited Partnership | Toll Naval Associates | |
Toll NC GP Corp. | Toll PA IV, L.P. | |
Toll NC ILLC | Toll PA IX, L.P. | |
Toll NC II LP | Toll PA Management LP | |
Toll NC III LP | Toll PA Twin Lakes LLC | |
Toll NC IV LLC | Toll PAV, L.P. | |
Toll NC Note II LLC | Toll PA VI, L.P. | |
Toll NC Note LLC | Toll PA VIII, L.P. | |
Toll NC, L.P. | Toll PAX, L.P. | |
Toll NH GP Corp. | Toll PA XI, L.P. | |
Toll NJ Builder I, L.P. | Toll PA XII, L.P. | |
Toll NJ I, L.L.C. | Toll PA XIII, L.P. | |
Toll NJ II, L.L.C. | Toll PA XIV, L.P. | |
Toll NJ II, L.P. | Toll PA XIX, L.P. | |
Toll NJ III, L.P. | Toll PA XV, L.P. | |
Toll NJ III, LLC | Toll PA XVI, L.P. | |
Toll NJ IV, L.P. | Toll PA XVII, L.P. | |
Toll NJ IV LLC | Toll PA XVIII, L.P. | |
Toll NJ V, L.P. | Toll PA, L.P. | |
Toll NJ VI, L.P. | Toll Palmetto Corp. | |
Toll NJ VII, L.P. | Toll Peppertree, Inc. | |
Toll NJ VIII, L.P. | Toll Prasada LLC | |
Toll NJ XI, 1 .P. | Toll Realty Holdings Corp. I | |
Toll NJ XII LP | Toll Realty Holdings Corp. II | |
Toll NJ, L.P. | Toll Realty Holdings LP | |
Toll NJX-I Corp. | Toll RI GP Corp. | |
Toll North LV LLC | Toll RI II, L.P. | |
Toll North Reno LLC | Toll RI, L.P. | |
Toll Northeast LP Company, Inc. | Toll San Antonio TX LLC | |
Toll Northeast Note Company, Inc. | Toll SC GP Corp. | |
Toll Northeast Services, Inc. | Toll SC II, L.P. | |
Toll NV GP Corp. | Toll SC III, L.P. | |
Toll NV GP I LLC | Toll SC IV, L.P. | |
Toll NV Holdings LLC | Toll SC, L.P. | |
Toll NV Limited Partnership | Toll South L V LLC | |
Toll NY II LLC | Toll South Reno LLC | |
Toll NY III L.P. | Toll Southeast LP Company, Inc. | |
Toll NY IV L.P. | Toll Southeast Note Company, Inc. | |
Toll NY L.P. | Toll Southwest II LLC | |
Toll NY V L.P. | Toll Southwest LLC | |
Toll OH GP Corp. | Toll Southwest Note Company, Inc. | |
Toll Orlando Limited Partnership | Toll Stonebrae LP | |
Toll PA Builder Corp. | Toll Stratford LLC |
Toll PA Development LP | Toll SW Holding I Corp. | |
Toll PA GP Corp. | Toll SW Holding ;LLC | |
Toll PA II GP Corp. | Toll TN GP Corp. | |
Toll PA II, L.P. | Toll TX GP Corp. | |
Toll PA III GP Corp. | Toll TX Note LLC | |
Toll PA III, L.P. | Toll VA GP Corp. | |
Toll VA II, L.P. | ||
Toll VA III L.L.C. | ||
Toll VA III, L.P. | ||
Toll VA IV, L.P. | ||
Toll VA L.L.C. | ||
Toll VA Member Two, Inc. | ||
Toll VA V, L.P. | ||
Toll VA VI, L.P. | ||
Toll VA VII, L.P. | ||
Toll VA VIII, L.P. | ||
Toll VA, L.P. | ||
Toll Van Wyck, LLC | ||
Toll Vanderbilt II LLC | ||
Toll WA GP Corp. | ||
Toll WA LP | ||
Toll West Coast II LLC | ||
Toll West Coast LLC | ||
Toll WestCoast Note Company, Inc. | ||
Toll WV GP Corp. | ||
Toll WV LP | ||
Toll YL II, L.P. | ||
Toll YL, Inc. | ||
Toll-Dublin, L.P. | ||
Toll-Dublin, LLC | ||
Upper K Investors, Inc. | ||
Upper K Investors, LLC | ||
Upper K-Shapell, LLC | ||
Vanderbilt Capital LLC | ||
Village Partners, L.P. | ||
Virginia Construction Co. I, LLC | ||
Virginia Construction Co. II, LLC |