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ITEM 1.01.
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Revolving Credit Facility
On October 31, 2019, (a) Toll Brothers, Inc. (the “Registrant”), its wholly-owned subsidiary, First Huntingdon Finance Corp. (the “Borrower”) entered into an amendment and restatement of the Borrower’s existing senior unsecured Credit Agreement, dated as of May 19, 2016, among the Borrower, the Registrant, the lenders party thereto (the “Lenders”) and Citibank, N.A., as Administrative Agent (as amended and restated, the “Revolving Credit Facility”), to, among other things: (i) increase the aggregate revolving credit commitments under the Revolving Credit Facility from $1.295 billion to $1.905 billion; (ii) extend the Revolving Credit Facility termination date from May 19, 2021 to November 1, 2024; (iii) modify the pricing for outstanding commitments, borrowings and letters of credit under the facility, as set forth in the pricing schedule that is attached to the Revolving Credit Facility; (iv) modify the accordion feature to permit the aggregate revolving credit commitments under the Revolving Credit Facility to be increased to up to $2.5 billion, subject to certain conditions and availability of bank commitments; and (iv) modify certain provisions relating to financial maintenance and negative covenants; and (b) certain of the Registrant’s subsidiaries (other than the Borrower) entered into an Amended and Restated Guaranty agreement in favor of the Lenders whereby they guaranteed the Borrower’s obligations under the Revolving Credit Facility.
The Registrant and substantially all of its 100% owned home building subsidiaries are guarantors of the obligations under the Revolving Credit Facility.
A copy of the Revolving Credit Facility is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Revolving Credit Facility is qualified in its entirety by reference to the text of the agreement filed herewith.
Term Loan Credit Agreement
On October 31, 2019 the Registrant, the Borrower, and certain of the Registrant’s other subsidiaries entered into Amendment No. 4 (the “Amendment”) to the Borrower’s existing $800 million senior unsecured Term Loan Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016, Amendment No. 2, dated as of August 2, 2016, Amendment No. 3, dated as of November 1, 2018, and the Amendment) (the “Term Loan Agreement”), among the Registrant, the Borrower, the lenders party thereto and SunTrust Bank, as Administrative Agent, to, among other things, extend the maturity date from November 1, 2023 to November 1, 2024, with no principal payments being required before the maturity date.
The Registrant and substantially all of its 100% owned home building subsidiaries are guarantors of the obligations under the Term Loan Agreement.
A copy of the Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment filed herewith. A copy of the Term Loan Agreement was previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 5, 2014; a copy of Amendment No. 1 was previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 24, 2016; and a copy of Amendment No. 3 was previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 2, 2018. The descriptions of the Term Loan Agreement and the amendments thereto in such Forms 8-K are incorporated by reference into this Item 1.01.