Toll Brothers. Inc. (the “Company” or “we”) (NYSE:TOL)
(www.tollbrothers.com), announced today that it has priced an
underwritten public offering (the “Offering”) of $400 million of
3.800% Senior Notes due 2029 (the “Notes”) issued by Toll Brothers
Finance Corp., a wholly-owned subsidiary of the Company. Settlement
of the Notes is anticipated to occur on September 12, 2019, subject
to satisfaction of customary closing conditions.
The Notes have a coupon of 3.800% and will pay
interest semi-annually on May 1 and November 1, commencing May 1,
2020.
The Company expects to use the net proceeds from
the Offering for general corporate purposes, which may include
repayment of indebtedness.
BofA Securities, Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC
Capital Markets LLC, SunTrust Robinson Humphrey, Inc., Wells Fargo
Securities, LLC and SMBC Nikko Securities America, Inc. are acting
as Joint Book-Running Managers in the Offering. Capital One
Securities, Inc. and U.S. Bancorp Investments, Inc. are acting as
Lead Managers in the Offering. Citizens Capital Markets, Inc.,
Fifth Third Securities, Inc., Regions Securities LLC, BB&T
Capital Markets, a division of BB&T Securities, LLC, Comerica
Securities, Inc., TD Securities (USA) LLC and BNP Paribas
Securities Corp. are acting as Co-Managers in the Offering.
The Offering is being made pursuant to a
prospectus supplement and an accompanying prospectus filed as part
of an effective shelf registration statement filed by the Company
with the Securities and Exchange Commission (“SEC”) on Form S-3
(File No. 333-222966). You may obtain a copy of the preliminary
prospectus supplement, the accompanying prospectus and the final
prospectus supplement, when available, for free by visiting EDGAR
on the SEC website at www.sec.gov. Alternatively, the Company, any
underwriter or any dealer participating in the Offering will
arrange to send you any of those documents upon request by
contacting BofA Securities, Inc. toll free at (800) 294-1322,
Citigroup Global Markets Inc. toll free at (800) 831-9146, Goldman
Sachs & Co. LLC toll free at (866) 471-2526, Mizuho Securities
USA LLC toll free at (866) 271-7403, PNC Capital Markets LLC toll
free at (855) 881-0697, SunTrust Robinson Humphrey, Inc. toll free
at (800) 685-4786, or Wells Fargo Securities, LLC toll free at
(800) 645-3751.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Toll Brothers, Inc.
Toll Brothers, Inc., A FORTUNE 500 Company, is
the nation's leading builder of luxury homes. The Company began
business over fifty years ago in 1967 and became a public company
in 1986. Its common stock is listed on the New York Stock Exchange
under the symbol “TOL.” The Company serves move-up, empty-nester,
active-adult, and second-home buyers, as well as urban and suburban
renters. It operates in 22 states: Arizona, California, Colorado,
Connecticut, Delaware, Florida, Georgia, Idaho, Illinois, Maryland,
Massachusetts, Michigan, Nevada, New Jersey, New York, North
Carolina, Oregon, Pennsylvania, Texas, Utah, Virginia, and
Washington, as well as in the District of Columbia.
Forward-Looking Statements
This release contains or may contain
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. One can
identify these statements by the fact that they do not relate to
matters of a strictly historical or factual nature and generally
discuss or relate to future events. These statements contain words
such as “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “may,” “can,” “could,” “might,” “should” and
other words or phrases of similar meaning. Such statements may
include, but are not limited to, information related to the
anticipated closing of the Offering; market conditions; demand for
our homes; anticipated operating results; home deliveries;
financial resources and condition; changes in revenues; changes in
profitability; changes in margins; changes in accounting treatment;
cost of revenues; selling, general and administrative expenses;
interest expense; inventory write-downs; home warranty and
construction defect claims; unrecognized tax benefits; anticipated
tax refunds; sales paces and prices; effects of home buyer
cancellations; growth and expansion; joint ventures in which we are
involved; anticipated results from our investments in
unconsolidated entities; the ability to acquire land and pursue
real estate opportunities; the ability to gain approvals and open
new communities; the ability to sell homes and properties; the
ability to deliver homes from backlog; the ability to secure
materials and subcontractors; the ability to produce the liquidity
and capital necessary to expand and take advantage of
opportunities; and legal proceedings, investigations and
claims.
Any or all of the forward-looking statements
included in this release are not guarantees of future performance
and may turn out to be inaccurate. This can occur as a result of
incorrect assumptions or as a consequence of known or unknown risks
and uncertainties. Many factors mentioned in our reports or public
statements made by us, such as market conditions, government
regulation, and the competitive environment, will be important in
determining our future performance. Consequently, actual results
may differ materially from those that might be anticipated from our
forward-looking statements.
The factors that could cause actual results to
differ from those expressed or implied by our forward-looking
statements include, among others: demand fluctuations in the
housing industry; adverse changes in economic conditions in markets
where we conduct our operations and where prospective purchasers of
our homes live; increases in cancellations of existing agreements
of sale; the competitive environment in which we operate; changes
in interest rates or our credit ratings; the availability of
capital; uncertainties in the capital and securities markets; the
ability of customers to obtain financing for the purchase of homes;
the availability and cost of land for future growth; the ability of
the participants in various joint ventures to honor their
commitments; effects of governmental legislation and regulation;
effects of increased taxes or governmental fees; weather
conditions; the availability and cost of labor and building and
construction materials; the cost of raw materials; the outcome of
various product liability claims, litigation and warranty claims;
the effect of the loss of key management personnel; changes in tax
laws and their interpretation; construction delays; and the
seasonal nature of our business. For a more detailed discussion of
these factors, see the risk factors in the prospectus supplement
and the information under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our most recent periodic reports filed on
Forms 10-K and 10-Q with the SEC.
From time to time, forward-looking statements
also are included in our periodic reports on Forms 10-K, 10-Q and
8-K, in press releases, in presentations, on our website and in
other materials released to the public.
This discussion is provided as permitted by the
Private Securities Litigation Reform Act of 1995, and all of our
forward-looking statements are expressly qualified in their
entirety by the cautionary statements contained or referenced in
this section.
Forward-looking statements speak only as of the
date they are made. We undertake no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACT:Frederick N. Cooper (215)
938-8312fcooper@tollbrothers.com
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