Form 8-K TOLL BROTHERS INC For: Oct 30
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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: October 30, 2015 (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
(Registrant’s 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 October 30, 2015, Toll Brothers Finance Corp., Inc. (the “Issuer”), a wholly-owned subsidiary of Toll Brothers, Inc. (the “Company”), completed the public offering of $350,000,000 aggregate principal amount of its 4.875% Senior Notes due 2025 (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 Company’s universal shelf registration statement on Form S-3 (File No. 333-202046), as supplemented by the prospectus supplement dated October 27, 2015, 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 October 30, 2015 (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 May 15 and November 15, beginning May 15, 2016, to holders of record on the preceding May 1 or November 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 November 15, 2025.
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 development of new properties and projects, the repayment of indebtedness, and acquisitions of land and/or new businesses.
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 Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2012. | |
| 4.2 | Authorizing Resolution, dated as of October 30, 2015, relating to the $350,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 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 Issuer’s 4.875% Senior Notes due 2025. | |
| 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: October 30, 2015
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 Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 7, 2012. | |
| 4.2 | Authorizing Resolution, dated as of October 30, 2015, relating to the $350,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 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 Issuer’s 4.875% Senior Notes due 2025. | |
| 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 2025
October 30, 2015
This Authorizing Resolution relates to $350,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 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. 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 2025” (the “Notes”).
PARAGRAPH 2. The aggregate principal amount of the Notes that shall be authenticated and delivered under the Indenture, shall be $350,000,000 (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 November 15, 2025, 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 Issuer’s 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 October 30,
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2015 to maturity or any earlier redemption; and interest will be payable semiannually in arrears on May 15 and November 15 of each year, commencing on May 15, 2016, to the Holders in whose names such Notes are registered at the close of business on May 1 or November 1, as the case may be, preceding such interest payment date.
PARAGRAPH 5. Prior to August 15, 2025, 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, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points. On or after August 15, 2025, 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.
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 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 the 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.
“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. and SunTrust Robinson Humphrey, Inc. (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
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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; 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 Holder’s 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 Issuer’s 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 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.
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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 Issuer’s 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 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 Company’s 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).
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“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 Company’s 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 Company’s 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 Moody’s (or its equivalent under any successor rating categories of Moody’s); 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 Moody’s, Fitch and S&P; and (2) if any of Moody’s, 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 Company’s 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 Company’s board of directors) as a replacement agency for Moody’s, Fitch or S&P, or all three, as the case may be.
“Moody’s” means Moody’s Investor Services, Inc.
“S&P” means Standard & Poor’s 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 Issuer’s seal shall not be required to be reproduced on the Notes.
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PARAGRAPH 8. The Notes shall not be convertible into the Issuer’s 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.
“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 Ninth 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 Seventh Supplemental Indenture and the resolutions dated
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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, and the resolutions dated as of November 21, 2013 authorizing the 5.625% Senior Notes due 2024, 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 Sixth 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 August 1, 2013, 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, 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 Company’s 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
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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 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 Issuer’s Indebtedness owing to a Guarantor.
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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 Issuer’s or any Guarantor’s 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
(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.
9
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 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 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 Issuer’s Indebtedness or the Indebtedness of any Guarantor (other than Non-Recourse Indebtedness) aggregating $10,000,000 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;”.
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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.
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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 SUCCESSOR’S NOMINEE.
| No. 1 | CUSIP No.: 88947E AR1 |
4.875% Senior Notes due 2025
TOLL BROTHERS FINANCE CORP.
a Delaware corporation
promises to pay to CEDE & CO.
or registered assigns the principal sum of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) on November 15, 2025
4.875% Senior Notes due 2025
Interest Payment Dates: May 15 and November 15
Record Dates: May 1 and November 1
Authenticated: October 30, 2015
| TOLL BROTHERS FINANCE CORP. | ||
| By |
| |
| Name: | Joseph R. Sicree | |
| Title: | Senior Vice President and Chief Accounting Officer | |
| By |
| |
| Name: | Martin P. Connor | |
| Title: | Senior Vice President and Chief Financial Officer | |
[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: October 30, 2015
[Signature Page to Global Note]
TOLL BROTHERS FINANCE CORP.
4.875% SENIOR NOTES DUE 2025
| 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 May 15 and November 15 of each year, commencing on May 15, 2016, 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 October 30, 2015, 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 May 1 or November 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.
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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 August 15, 2025, 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, 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 August 15, 2025, 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.
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
2
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 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
3
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.
| 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).
4
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 assignee’s social security or tax ID number) |
|
|
|
|
| (Print or type assignee’s 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 the other 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.
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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 Person’s 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.
| TOLL BROTHERS, INC. | ||
| By: |
| |
| Name: | Martin P. Connor | |
| Title: | Senior Vice President and Chief Financial Officer | |
| THE GUARANTORS LISTED ON SCHEDULE I, ATTACHED HERETO | ||
| By: |
| |
| Name: | Martin P. Connor | |
| Title: | Authorized Signatory | |
| Attest: |
| |
| Name: | Joseph R. Sicree | |
| Title: | Senior Vice President and Assistant Secretary | |
[Signature Page to Global Note Guarantee]
SCHEDULE I
The Guarantors
| 110-112 Third Ave. GC II LLC (NY) | Component Systems I LLC (DE) | |
| 110-112 Third Ave. GC LLC (NY) | Component Systems II LLC (DE) | |
| 110-112 Third Ave. Realty Corp. (NY) | CWG Construction Company LLC (NJ) | |
| 126-142 Morgan Street Urban Renewal LLC (NJ) | Dominion Country Club, L.P. (VA) | |
| 134 Bay Street LLC (DE) | Dominion Valley Country Club I LLC (VA) | |
| 1400 Hudson LLC (NJ) | Dominion Valley Country Club II LLC (VA) | |
| 1450 Washington LLC (NJ) | Enclave at Long Valley I LLC (NJ) | |
| 1500 Garden St. LLC (NJ) | Enclave at Long Valley II LLC (NJ) | |
| 2301 Fallston Road LLC (MD) | ESE Consultants, Inc. (DE) | |
| 353-357 Broadway LLC (NY) | Estates at Princeton Junction, L.P. (NJ) | |
| 353-357 Broadway Member LLC (NY) | Estates at Rivers Edge, L.P. (NJ) | |
| 5-01 — 5-17 48th Avenue GC II LLC (NY) | Fairfax Investment, L.P. (VA) | |
| 5-01 — 5-17 48th Avenue GC LLC (NY) | Fairway Valley, Inc. (DE) | |
| 5-01 — 5-17 48th Avenue II LLC (NY) | Farmwell Hunt, L.P. (VA) | |
| 5-01 — 5-17 48th Avenue LLC (NY) | First Brandywine Investment Corp. II (DE) | |
| 51 N. 8th Street GC II LLC (NY) | First Brandywine Investment Corp. IV (DE) | |
| 51 N. 8th Street GC LLC (NY) | First Brandywine LLC I (DE) | |
| 51 N. 8th Street I LLC (NY) | First Brandywine LLC II (DE) | |
| 51 N. 8th Street L.P. (NY) | First Brandywine LLC III (DE) | |
| 700 Grove Street Urban Renewal, LLC (NJ) | First Brandywine LLC IV (DE) | |
| 89 Park Avenue LLC (NY) | First Brandywine Partners, L.P. (DE) | |
| Amwell Chase, Inc. (DE) | First Huntingdon Finance Corp. (DE) | |
| Arbor Hills Development LLC (MI) | Franklin Farms G.P., Inc. (DE) | |
| Arbors Porter Ranch, LLC (CA) | Frenchman’s Reserve Realty, LLC (FL) | |
| Arthur’s Woods, LLC (MD) | Golf I Country Club Estates at Moorpark LLC (CA) | |
| Ashford Land Company, L.P. (DE) | Golf II Country Club Estates at Moorpark LLC (CA) | |
| Audubon Ridge, L.P. (PA) | Goshen Road Land Company LLC (PA) | |
| Belmont Country Club I LLC (VA) | Great Falls Hunt, L.P. (VA) | |
| Belmont Country Club II LLC (VA) | Greens at Waynesborough, L.P. (PA) | |
| Belmont Land, L.P. (VA) | Greenwich Chase, L.P. (NJ) | |
| Binks Estates Limited Partnership (FL) | Hatboro Road Associates LLC (PA) | |
| Block 255 LLC (NJ) | Hawthorn Woods Country Club II LLC (IL) | |
| Block 268 LLC (NJ) | Hoboken Cove LLC (NJ) | |
| Blue Bell Country Club, L.P. (PA) | Hoboken Land I LLC (DE) | |
| Brier Creek Country Club I LLC (NC) | Hoboken Land LP (NJ) | |
| Brier Creek Country Club II LLC (NC) | Hockessin Chase, L.P. (DE) | |
| Broad Run Associates, L.P. (PA) | HQZ Acquisitions, Inc. (MI) | |
| C.B.A.Z. Construction Company LLC (AZ) | Huckins Farm Limited Partnership (MA) | |
| C.B.A.Z. Holding Company LLC (DE) | Jacksonville TBI Realty LLC (FL) | |
| CC Estates Limited Partnership (MA) | Laurel Creek, L.P. (NJ) | |
| Cold Spring Hunt, L.P. (PA) | ||
| Coleman-Toll Limited Partnership (NV) |
| Lighthouse Point Land Company, LLC (FL) | Southport Landing Limited Partnership (CT) | |
| Liseter Land Company LLC (PA) | Springton Pointe, L.P. (PA) | |
| Liseter, LLC (DE) | SR Amberlea LLC (VA) | |
| Long Meadows TBI, LLC (MD) | SRLP II LLC (VA) | |
| Longmeadow Properties LLC (MD) | Stone Mill Estates, L.P. (PA) | |
| Loudoun Valley Associates, L.P. (VA) | Swedesford Chase, L.P. (PA) | |
| MA Limited Land Corporation (DE) | Tampa TBI Realty LLC (FL) | |
| Martinsburg Ventures, L.L.C. (VA) | TB Kent Partners LLC (DE) | |
| Mizner Realty, L.L.C. (FL) | TB Proprietary Corp. (DE) | |
| Morgan Street JV LLC (DE) | TBI/Naples Limited Partnership (FL) | |
| Naples TBI Realty, LLC (FL) | TBI/Palm Beach Limited Partnership (FL) | |
| NC Country Club Estates Limited Partnership (NC) | Tenby Hunt, Inc. (DE) | |
| Orlando TBI Realty LLC (FL) | The Bird Estate Limited Partnership (MA) | |
| Paramount Village LLC (CA) | The Regency Golf Club I LLC (VA) | |
| Phillips Drive LLC (MD) | The Regency Golf Club II LLC (VA) | |
| Placentia Development Company, LLC (CA) | The Ridges at Belmont Country Club I LLC (VA) | |
| Plum Canyon Master LLC (DE) | The Ridges at Belmont Country Club II LLC (VA) | |
| Porter Ranch Development Co. (CA) | The Silverman Building Companies, Inc. (MI) | |
| PRD Investors, Inc. (DE) | Toll Architecture I, P.A. (DE) | |
| PRD Investors, LLC (DE) | Toll Architecture, Inc. (DE) | |
| Prince William Land I LLC (VA) | Toll at Brier Creek Limited Partnership (NC) | |
| Prince William Land II LLC (VA) | Toll at Honey Creek Limited Partnership (MI) | |
| PT Maxwell Holdings, LLC (NJ) | Toll at Westlake, L.P. (NJ) | |
| PT Maxwell, L.L.C. (NJ) | Toll at Whippoorwill, L.P. (NY) | |
| Rancho Costera LLC (DE) | Toll Austin TX II LLC (TX) | |
| Regency at Denville LLC (NJ) | Toll Austin TX III LLC (TX) | |
| Regency at Dominion Valley LLC (VA) | Toll Austin TX LLC (TX) | |
| Regency at Mansfield I LLC (NJ) | Toll AZ GP Corp. (DE) | |
| Regency at Mansfield II LLC (NJ) | Toll BBC II LLC (TX) | |
| Regency at Washington I LLC (NJ) | Toll BBC LLC (TX) | |
| Regency at Washington II LLC (NJ) | Toll Brooklyn L.P. (NY) | |
| SH Homes Corporation (MI) | Toll Bros. of Arizona, Inc. (AZ) | |
| Shapell Hold Properties No. 1, LLC (DE) | Toll Bros. of North Carolina II, Inc. (NC) | |
| Shapell Homes, Inc. (DE) | Toll Bros. of North Carolina III, Inc. (NC) | |
| Shapell Industries, Inc. (DE) | Toll Bros. of North Carolina, Inc. (NC) | |
| Shapell Land Company, LLC (DE) | Toll Bros., Inc. (DE) | |
| SI Investment Corporation (MI) | Toll Bros., Inc. (PA) | |
| Silverman-Toll Limited Partnership (MI) | Toll Bros., Inc. (TX) | |
| Sorrento at Dublin Ranch I LP (CA) | Toll Brothers AZ Construction Company (AZ) | |
| Sorrento at Dublin Ranch III LP (CA) | Toll Brothers AZ Limited Partnership (AZ) | |
| South Riding Amberlea LP (VA) | ||
| South Riding Partners Amberlea LP (VA) | ||
| South Riding Partners, L.P. (VA) | ||
| South Riding Realty LLC (VA) | ||
| South Riding, L.P. (VA) |
| Toll Brothers Canada USA, Inc. (DE) | Toll FL II Limited Partnership (FL) | |
| Toll Brothers Real Estate, Inc. (PA) | Toll FL III Limited Partnership (FL) | |
| Toll Brothers, Inc. (DE) | Toll FL IV Limited Partnership (FL) | |
| Toll Buckeye Corp. (DE) | Toll FL IV LLC (FL) | |
| Toll CA GP Corp. (CA) | Toll FL Limited Partnership (FL) | |
| Toll CA Holdings, Inc. (DE) | Toll FL V Limited Partnership (FL) | |
| Toll CA I LLC (CA) | Toll FL V LLC (FL) | |
| Toll CA II, L.P. (CA) | Toll FL VI Limited Partnership (FL) | |
| Toll CA III LLC (CA) | Toll FL VII Limited Partnership (FL) | |
| Toll CA III, L.P. (CA) | Toll FL VIII Limited Partnership (FL) | |
| Toll CA IV, L.P. (CA) | Toll FL X Limited Partnership (FL) | |
| Toll CA IX, L.P. (CA) | Toll FL XII Limited Partnership (FL) | |
| Toll CA Note II LLC (CA) | Toll FL XIII Limited Partnership (FL) | |
| Toll CA V, L.P. (CA) | Toll Ft. Myers Limited Partnership (FL) | |
| Toll CA VI, L.P. (CA) | Toll GA GP Corp. (GA) | |
| Toll CA VII, L.P. (CA) | Toll GA LP (GA) | |
| Toll CA VIII, L.P. (CA) | Toll Glastonbury LLC (CT) | |
| Toll CA X, L.P. (CA) | Toll Golden Corp. (DE) | |
| Toll CA XI, L.P. (CA) | Toll Granite Corp. (DE) | |
| Toll CA XII, L.P. (CA) | Toll Grove LP (NJ) | |
| Toll CA XIX, L.P. (CA) | Toll Henderson LLC (NV) | |
| Toll CA XX, L.P. (CA) | Toll Hoboken LLC (DE) | |
| Toll CA, L.P. (CA) | Toll Holdings, Inc. (DE) | |
| Toll Cedar Hunt LLC (VA) | Toll Houston TX LLC (TX) | |
| Toll Centennial Corp. (DE) | Toll Hudson LP (NJ) | |
| Toll CO GP Corp. (CO) | Toll IL GP Corp. (IL) | |
| Toll CO I LLC (CO) | Toll IL HWCC, L.P. (IL) | |
| Toll CO II, L.P. (CO) | Toll IL II, L.P. (IL) | |
| Toll CO III, L.P. (CO) | Toll IL III, L.P. (IL) | |
| Toll CO, L.P. (CO) | Toll IL IV, L.P. (IL) | |
| Toll Corners LLC (DE) | Toll IL WSB, L.P. (IL) | |
| Toll Corp. (DE) | Toll IL, L.P. (IL) | |
| Toll CT II Limited Partnership (CT) | Toll IN LLC (IN) | |
| Toll CT III Limited Partnership (CT) | Toll Jacksonville Limited Partnership (FL) | |
| Toll CT IV Limited Partnership (CT) | Toll Jupiter LLC (FL) | |
| Toll CT Limited Partnership (CT) | Toll Land Corp. No. 10 (DE) | |
| Toll Dallas TX LLC (TX) | Toll Land Corp. No. 20 (DE) | |
| Toll DE II LP (DE) | Toll Land Corp. No. 43 (DE) | |
| Toll DE LP (DE) | Toll Land Corp. No. 50 (DE) | |
| Toll Development Company, Inc. (MI) | Toll Land Corp. No. 6 (PA) | |
| Toll Diamond Corp. (DE) | Toll Land IV Limited Partnership (NJ) | |
| Toll EB, LLC (DE) | Toll Land IX Limited Partnership (VA) | |
| Toll Equipment, L.L.C. (DE) | Toll Land V Limited Partnership (NY) | |
| Toll Estero Limited Partnership (FL) | Toll Land VI Limited Partnership (NY) | |
| Toll FL GP Corp. (FL) | Toll Land VII LLC (NY) | |
| Toll FL I, LLC (FL) | Toll Land X Limited Partnership (VA) |
Exhibit 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
October 30, 2015
Toll Brothers, Inc.
$350,000,000 4.875% Senior Notes due 2025
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 $350,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 (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 October 30, 2015 (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 October 27, 2015; the Action Taken by Unanimous Written Consent of the Board of Directors of the Issuer, duly adopted on October 27, 2015; 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 October 26, 2015; the Action Taken by Unanimous Written Consent of a committee of the Board of Directors of the Company, duly adopted on October 27, 2015; 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 October 27, 2015, 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 (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 October 27, 2015, 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 October 27, 2015, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act; (h) the Underwriting Agreement dated October 27, 2015 (the “Underwriting Agreement”), among the Issuer, the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters names therein; and (i) the Indenture 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 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).
2
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
O
3
Schedule I – Delaware Guarantors
Schedule II – New York Guarantors
| 110-112 Third Ave. GC II LLC | ||||
| 110-112 Third Ave. GC LLC | ||||
| 110-112 Third Ave. Realty Corp. | ||||
| 353-357 Broadway LLC | ||||
| 353-357 Broadway Member LLC | ||||
| 5-01 — 5-17 48th Avenue GC II LLC | ||||
| 5-01 — 5-17 48th Avenue GC LLC | ||||
| 5-01 — 5-17 48th Avenue II LLC | ||||
| 5-01 — 5-17 48th Avenue LLC | ||||
| 51 N. 8th Street GC II LLC | ||||
| 51 N. 8th Street GC LLC | ||||
| 51 N. 8th Street I LLC | ||||
| 51 N. 8th Street L.P. | ||||
| 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 L.P. | ||||
| Toll NY V L.P. | ||||
| Toll Peppertree, Inc. | ||||
| Toll Van Wyck, LLC |
2
Schedule III – Other Guarantors
| 126-142 Morgan Street Urban Renewal LLC (NJ) | ||||
| 1400 Hudson LLC (NJ) | ||||
| 1450 Washington LLC (NJ) | ||||
| 1500 Garden St. LLC (NJ) | ||||
| 2301 Fallston Road LLC (MD) | ||||
| 700 Grove Street Urban Renewal, LLC (NJ) | ||||
| Arbor Hills Development LLC (MI) | ||||
| Arbors Porter Ranch, LLC (CA) | ||||
| Arthur’s Woods, LLC (MD) | ||||
| Audubon Ridge, L.P. (PA) | ||||
| Belmont Country Club I LLC (VA) | ||||
| Belmont Country Club II LLC (VA) | ||||
| Belmont Land, L.P. (VA) | ||||
| Binks Estates Limited Partnership (FL) | ||||
| Block 255 LLC (NJ) | ||||
| Block 268 LLC (NJ) | ||||
| Blue Bell Country Club, L.P. (PA) | ||||
| Brier Creek Country Club I LLC (NC) | ||||
| Brier Creek Country Club II LLC (NC) | ||||
| Broad Run Associates, L.P. (PA) | ||||
| C.B.A.Z. Construction Company LLC (AZ) | ||||
| CC Estates Limited Partnership (MA) | ||||
| Cold Spring Hunt, L.P. (PA) | ||||
| Coleman-Toll Limited Partnership (NV) | ||||
| CWG Construction Company LLC (NJ) | ||||
| Dominion Country Club, L.P. (VA) | ||||
| Dominion Valley Country Club I LLC (VA) | ||||
| Dominion Valley Country Club II LLC (VA) | ||||
| Enclave at Long Valley I LLC (NJ) | ||||
| Enclave at Long Valley II LLC (NJ) | ||||
| Estates at Princeton Junction, L.P. (NJ) | ||||
| Estates at Rivers Edge, L.P. (NJ) | ||||
| Fairfax Investment, L.P. (VA) | ||||
| Farmwell Hunt, L.P. (VA) | ||||
| Frenchman’s Reserve Realty, LLC (FL) | ||||
| Golf I Country Club Estates at Moorpark LLC (CA) | ||||
| Golf II Country Club Estates at Moorpark LLC (CA) | ||||
| Goshen Road Land Company LLC (PA) | ||||
| Great Falls Hunt, L.P. (VA) | ||||
| Greens at Waynesborough, L.P. (PA) |
3
| Greenwich Chase, L.P. (NJ) | ||||
| Hatboro Road Associates LLC (PA) | ||||
| Hawthorn Woods Country Club II LLC (IL) | ||||
| Hoboken Cove LLC (NJ) | ||||
| Hoboken Land LP (NJ) | ||||
| HQZ Acquisitions, Inc. (MI) | ||||
| Huckins Farm Limited Partnership (MA) | ||||
| Jacksonville TBI Realty LLC (FL) | ||||
| Laurel Creek, L.P. (NJ) | ||||
| Lighthouse Point Land Company, LLC (FL) | ||||
| Liseter Land Company LLC (PA) | ||||
| Long Meadows TBI, LLC (MD) | ||||
| Longmeadow Properties LLC (MD) | ||||
| Loudoun Valley Associates, L.P. (VA) | ||||
| Martinsburg Ventures, L.L.C. (VA) | ||||
| Mizner Realty, L.L.C. (FL) | ||||
| Naples TBI Realty, LLC (FL) | ||||
| NC Country Club Estates Limited Partnership (NC) | ||||
| Orlando TBI Realty LLC (FL) | ||||
| Paramount Village LLC (CA) | ||||
| Phillips Drive LLC (MD) | ||||
| Placentia Development Company, LLC (CA) | ||||
| Porter Ranch Development Co. (CA) | ||||
| Prince William Land I LLC (VA) | ||||
| Prince William Land II LLC (VA) | ||||
| PT Maxwell Holdings, LLC (NJ) | ||||
| PT Maxwell, L.L.C. (NJ) | ||||
| Regency at Denville LLC (NJ) | ||||
| Regency at Dominion Valley LLC (VA) | ||||
| Regency at Mansfield I LLC (NJ) | ||||
| Regency at Mansfield II LLC (NJ) | ||||
| Regency at Washington I LLC (NJ) | ||||
| Regency at Washington II LLC (NJ) | ||||
| SH Homes Corporation (MI) | ||||
| SI Investment Corporation (MI) | ||||
| Silverman-Toll Limited Partnership (MI) | ||||
| Sorrento at Dublin Ranch I LP (CA) | ||||
| Sorrento at Dublin Ranch III LP (CA) | ||||
| South Riding Amberlea LP (VA) | ||||
| South Riding Partners Amberlea LP (VA) | ||||
| South Riding Partners, L.P. (VA) | ||||
| South Riding Realty LLC (VA) | ||||
| South Riding, L.P. (VA) | ||||
| Southport Landing Limited Partnership (CT) | ||||
| Springton Pointe, L.P. (PA) | ||||
| SR Amberlea LLC (VA) | ||||
| SRLP II LLC (VA) |
4
| Stone Mill Estates, L.P. (PA) | ||||
| Swedesford Chase, L.P. (PA) | ||||
| Tampa TBI Realty LLC (FL) | ||||
| TBI/Naples Limited Partnership (FL) | ||||
| TBI/Palm Beach Limited Partnership (FL) | ||||
| The Bird Estate Limited Partnership (MA) | ||||
| The Regency Golf Club I LLC (VA) | ||||
| The Regency Golf Club II LLC (VA) | ||||
| The Ridges at Belmont Country Club I LLC (VA) | ||||
| The Ridges at Belmont Country Club II LLC (VA) | ||||
| The Silverman Building Companies, Inc. (MI) | ||||
| Toll at Brier Creek Limited Partnership (NC) | ||||
| Toll at Honey Creek Limited Partnership (MI) | ||||
| Toll at Westlake, L.P. (NJ) | ||||
| Toll Austin TX II LLC (TX) | ||||
| Toll Austin TX III LLC (TX) | ||||
| Toll Austin TX LLC (TX) | ||||
| Toll BBC II LLC (TX) | ||||
| Toll BBC LLC (TX) | ||||
| Toll Bros. of Arizona, Inc. (AZ) | ||||
| Toll Bros. of North Carolina II, Inc. (NC) | ||||
| Toll Bros. of North Carolina III, Inc. (NC) | ||||
| Toll Bros. of North Carolina, Inc. (NC) | ||||
| Toll Bros., Inc. (PA) | ||||
| Toll Bros., Inc. (TX) | ||||
| Toll Brothers AZ Construction Company (AZ) | ||||
| Toll Brothers AZ Limited Partnership (AZ) | ||||
| Toll Brothers Real Estate, Inc. (PA) | ||||
| Toll CA GP Corp. (CA) | ||||
| Toll CA I LLC (CA) | ||||
| Toll CA II, L.P. (CA) | ||||
| Toll CA III LLC (CA) | ||||
| Toll CA III, L.P. (CA) | ||||
| Toll CA IV, L.P. (CA) | ||||
| Toll CA IX, L.P. (CA) | ||||
| Toll CA Note II LLC (CA) | ||||
| Toll CA V, L.P. (CA) | ||||
| Toll CA VI, L.P. (CA) | ||||
| Toll CA VII, L.P. (CA) | ||||
| Toll CA VIII, L.P. (CA) | ||||
| Toll CA X, L.P. (CA) | ||||
| Toll CA XI, L.P. (CA) |
5
| Toll CA XII, L.P. (CA) | ||||
| Toll CA XIX, L.P. (CA) | ||||
| Toll CA XX, L.P. (CA) | ||||
| Toll CA, L.P. (CA) | ||||
| Toll Cedar Hunt LLC (VA) | ||||
| Toll CO GP Corp. (CO) | ||||
| Toll CO I LLC (CO) | ||||
| Toll CO II, L.P. (CO) | ||||
| Toll CO III, L.P. (CO) | ||||
| Toll CO, L.P. (CO) | ||||
| Toll CT II Limited Partnership (CT) | ||||
| Toll CT III Limited Partnership (CT) | ||||
| Toll CT IV Limited Partnership (CT) | ||||
| Toll CT Limited Partnership (CT) | ||||
| Toll Dallas TX LLC (TX) | ||||
| Toll Development Company, Inc. (MI) | ||||
| Toll Estero Limited Partnership (FL) | ||||
| Toll FL GP Corp. (FL) | ||||
| Toll FL I, LLC (FL) | ||||
| Toll FL II Limited Partnership (FL) | ||||
| Toll FL III Limited Partnership (FL) | ||||
| Toll FL IV Limited Partnership (FL) | ||||
| Toll FL IV LLC (FL) | ||||
| Toll FL Limited Partnership (FL) | ||||
| Toll FL V Limited Partnership (FL) | ||||
| Toll FL V LLC (FL) | ||||
| Toll FL VI Limited Partnership (FL) | ||||
| Toll FL VII Limited Partnership (FL) | ||||
| Toll FL VIII Limited Partnership (FL) | ||||
| Toll FL X Limited Partnership (FL) | ||||
| Toll FL XII Limited Partnership (FL) | ||||
| Toll FL XIII Limited Partnership (FL) | ||||
| Toll Ft. Myers Limited Partnership (FL) | ||||
| Toll GA GP Corp. (GA) | ||||
| Toll GA LP (GA) | ||||
| Toll Glastonbury LLC (CT) | ||||
| Toll Grove LP (NJ) | ||||
| Toll Henderson LLC (NV) | ||||
| Toll Houston TX LLC (TX) | ||||
| Toll Hudson LP (NJ) | ||||
| Toll IL GP Corp. (IL) | ||||
| Toll IL HWCC, L.P. (IL) | ||||
| Toll IL II, L.P. (IL) | ||||
| Toll IL III, L.P. (IL) | ||||
| Toll IL IV, L.P. (IL) | ||||
| Toll IL WSB, L.P. (IL) | ||||
| Toll IL, L.P. (IL) | ||||
| Toll IN LLC (IN) |
6
| Toll Jacksonville Limited Partnership (FL) | ||||
| Toll Jupiter LLC (FL) | ||||
| Toll Land Corp. No. 6 (PA) | ||||
| Toll Land IV Limited Partnership (NJ) | ||||
| Toll Land IX Limited Partnership (VA) | ||||
| Toll Land X Limited Partnership (VA) | ||||
| Toll Land XI Limited Partnership (NJ) | ||||
| Toll Land XIX Limited Partnership (CA) | ||||
| Toll Land XV Limited Partnership (VA) | ||||
| Toll Land XVI Limited Partnership (NJ) | ||||
| Toll Land XVIII Limited Partnership (CT) | ||||
| Toll Land XX Limited Partnership (CA) | ||||
| Toll Land XXI Limited Partnership (VA) | ||||
| Toll Land XXII Limited Partnership (CA) | ||||
| Toll Land XXIII Limited Partnership (CA) | ||||
| Toll Land XXV Limited Partnership (NJ) | ||||
| Toll Land XXVI Limited Partnership (OH) | ||||
| Toll Livingston at Naples Limited Partnership (FL) | ||||
| Toll MA Development LLC (MA) | ||||
| Toll MA I LLC (MA) | ||||
| Toll MA II LLC (MA) | ||||
| Toll MA III LLC (MA) | ||||
| Toll MA IV LLC (MA) | ||||
| Toll MA Land Limited Partnership (MA) | ||||
| Toll MA Management LLC (MA) | ||||
| Toll MD AF Limited Partnership (MD) | ||||
| Toll MD Builder Corp. (MD) | ||||
| Toll MD Builder I, L.P. (MD) | ||||
| Toll MD I, L.L.C. (MD) | ||||
| Toll MD II Limited Partnership (MD) | ||||
| Toll MD II LLC (MD) | ||||
| Toll MD III Limited Partnership (MD) | ||||
| Toll MD III LLC (MD) | ||||
| Toll MD IV Limited Partnership (MD) | ||||
| Toll MD IV LLC (MD) | ||||
| Toll MD IX Limited Partnership (MD) | ||||
| Toll MD Limited Partnership (MD) | ||||
| Toll MD V Limited Partnership (MD) | ||||
| Toll MD VI Limited Partnership (MD) | ||||
| Toll MD VII Limited Partnership (MD) | ||||
| Toll MD VIII Limited Partnership (MD) | ||||
| Toll MD X Limited Partnership (MD) | ||||
| Toll MD XI Limited Partnership (MD) | ||||
| Toll MI GP Corp. (MI) | ||||
| Toll MI II Limited Partnership (MI) | ||||
| Toll MI III Limited Partnership (MI) | ||||
7
| Toll MI IV Limited Partnership (MI) | ||||
| Toll MI Limited Partnership (MI) | ||||
| Toll MI V Limited Partnership (MI) | ||||
| Toll MI VI Limited Partnership (MI) | ||||
| Toll MN GP Corp. (MN) | ||||
| Toll MN II, L.P. (MN) | ||||
| Toll MN, L.P. (MN) | ||||
| Toll Naval Associates (PA) | ||||
| Toll NC GP Corp. (NC) | ||||
| Toll NC I LLC (NC) | ||||
| Toll NC II LP (NC) | ||||
| Toll NC III LP (NC) | ||||
| Toll NC IV LLC (NC) | ||||
| Toll NC Note II LLC (NC) | ||||
| Toll NC Note LLC (NC) | ||||
| Toll NC, L.P. (NC) | ||||
| Toll NH GP Corp. (NH) | ||||
| Toll NH Limited Partnership (NH) | ||||
| Toll NJ Builder I, L.P. (NJ) | ||||
| Toll NJ I, L.L.C. (NJ) | ||||
| Toll NJ II, L.L.C. (NJ) | ||||
| Toll NJ II, L.P. (NJ) | ||||
| Toll NJ III, L.P. (NJ) | ||||
| Toll NJ III, LLC (NJ) | ||||
| Toll NJ IV, L.P. (NJ) | ||||
| Toll NJ V, L.P. (NJ) | ||||
| Toll NJ VI, L.P. (NJ) | ||||
| Toll NJ VII, L.P. (NJ) | ||||
| Toll NJ VIII, L.P. (NJ) | ||||
| Toll NJ XI, L.P. (NJ) | ||||
| Toll NJ XII LP (NJ) | ||||
| Toll NJ, L.P. (NJ) | ||||
| Toll North LV LLC (NV) | ||||
| Toll North Reno LLC (NV) | ||||
| Toll Northville Limited Partnership (MI) | ||||
| Toll NV GP Corp. (NV) | ||||
| Toll NV Holdings LLC (NV) | ||||
| Toll NV Limited Partnership (NV) | ||||
| Toll OH GP Corp. (OH) | ||||
| Toll Orlando Limited Partnership (FL) | ||||
| Toll PA Builder Corp. (PA) | ||||
| Toll PA Development LP (PA) | ||||
| Toll PA GP Corp. (PA) | ||||
| Toll PA II GP Corp. (PA) | ||||
| Toll PA II, L.P. (PA) | ||||
| Toll PA III GP Corp. (PA) | ||||
| Toll PA III, L.P. (PA) | ||||
| Toll PA IV, L.P. (PA) |
8
| Toll PA IX, L.P. (PA) | ||||
| Toll PA Management LP (PA) | ||||
| Toll PA V, L.P. (PA) | ||||
| Toll PA VI, L.P. (PA) | ||||
| Toll PA VIII, L.P. (PA) | ||||
| Toll PA X, L.P. (PA) | ||||
| Toll PA XI, L.P. (PA) | ||||
| Toll PA XII, L.P. (PA) | ||||
| Toll PA XIII, L.P. (PA) | ||||
| Toll PA XIV, L.P. (PA) | ||||
| Toll PA XIX, L.P. (PA) | ||||
| Toll PA XV, L.P. (PA) | ||||
| Toll PA XVI, L.P. (PA) | ||||
| Toll PA XVII, L.P. (PA) | ||||
| Toll PA XVIII, L.P. (PA) | ||||
| Toll PA, L.P. (PA) | ||||
| Toll Realty L.L.C. (FL) | ||||
| Toll RI GP Corp. (RI) | ||||
| Toll RI II, L.P. (RI) | ||||
| Toll RI, L.P. (RI) | ||||
| Toll San Antonio TX LLC (TX) | ||||
| Toll SC GP Corp. (SC) | ||||
| Toll SC II, L.P. (SC) | ||||
| Toll SC III, L.P. (SC) | ||||
| Toll SC IV, L.P. (SC) | ||||
| Toll SC, L.P. (SC) | ||||
| Toll South LV LLC (NV) | ||||
| Toll South Reno LLC (NV) | ||||
| Toll Stonebrae LP (CA) | ||||
| Toll Stratford LLC (VA) | ||||
| Toll SW Holding I Corp. (NV) | ||||
| Toll SW Holding LLC (NV) | ||||
| Toll TN GP Corp. (TN) | ||||
| Toll TX Note LLC (TX) | ||||
| Toll VA II, L.P. (VA) | ||||
| Toll VA III L.L.C. (VA) | ||||
| Toll VA III, L.P. (VA) | ||||
| Toll VA IV, L.P. (VA) | ||||
| Toll VA V, L.P. (VA) | ||||
| Toll VA VI, L.P. (VA) | ||||
| Toll VA VII, L.P. (VA) | ||||
| Toll VA VIII, L.P. (VA) | ||||
| Toll VA, L.P. (VA) | ||||
| Toll Vanderbilt I LLC (RI) | ||||
| Toll Vanderbilt II LLC (RI) | ||||
| Toll WA GP Corp. (WA) | ||||
| Toll WA LP (WA) | ||||
| Toll WV GP Corp. (WV) |
9
| Toll WV LP (WV) | ||||
| Toll YL II, L.P. (CA) | ||||
| Toll YL, Inc. (CA) | ||||
| Toll YL, L.P. (CA) | ||||
| Toll-Dublin, L.P. (CA) | ||||
| Toll-Dublin, LLC (CA) | ||||
| Vanderbilt Capital LLC (RI) | ||||
| Village Partners, L.P. (PA) | ||||
| Virginia Construction Co. I, LLC (VA) | ||||
| Virginia Construction Co. II, LLC (VA) | ||||
| West Amwell Limited Partnership (NJ) | ||||
| Wilson Concord, L.P. (TN) |
10
Exhibit 5.2
[TBI Letterhead]
October 30, 2015
Toll Brothers, Inc.
250 Gibraltar Road
Horsham, PA 19044
Ladies and Gentlemen:
I am Senior Vice President, Chief Compliance Officer and General Counsel of Toll Brothers, Inc., a Delaware corporation (“TBI”). TBI, Toll Brothers Finance Corp., a Delaware corporation and a wholly-owned subsidiary of TBI (“the Issuer”) and certain other subsidiaries of TBI (the “Subsidiary Registrants”) have filed a Registration Statement on Form S-3 (File No. 333-202046) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Issuer is issuing $350 million in aggregate principal of 4.875% Senior Notes due 2025 (the “Senior Notes”). The Senior Notes are unconditionally guaranteed (each a “Senior Note Guarantee” and, collectively, the “Senior Notes Guarantees”) on a senior basis by TBI and the Subsidiary Registrants (together, in such capacity, the “Senior Notes Guarantors”), pursuant to the Underwriting Agreement dated October 27, 2015, among TBI, the Issuer and the underwriters named therein (the “Underwriting Agreement”).
I have examined the Registration Statement as it became effective under the Securities Act; TBI’s and the Issuer’s prospectus dated February 12, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement relating to the offering of the Senior Notes dated October 27, 2015 (together with the Base Prospectus, the “Senior Notes Prospectus”), filed by TBI and the Issuer pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities; the indenture dated as of February 7, 2012 (the “Base Indenture”) among the Issuer, the Senior Notes Guarantors and The Bank of New York Mellon as trustee (the “Trustee”), as supplemented by the Authorizing Resolution with respect to the Senior Notes dated as of October 30, 2015 (the “Authorizing Resolution” and, together with the Base Indenture, the “Indenture”); a duplicate of the global note representing the Senior Notes; and the Underwriting Agreement.
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 named in Schedule I hereto (the “Schedule I 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 Schedule I Subsidiaries and, to the extent obtained, from various state authorities, status telecopies provided by CT Corporation, and such other documents and records relating to the Schedule I Subsidiaries as we have deemed appropriate. I, or a member of my staff, have also examined the originals, or duplicates or certified or conformed copies, of such corporate and
other records, agreements, documents and other instruments of all the registrants and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents or statements of public officials and of officers and representatives of TBI, the Issuer and the Schedule I Subsidiaries.
In rendering the opinions set forth below, I have also assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Senior Notes Guarantees have been duly authorized, executed and delivered by each of the Schedule I Subsidiaries.
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.
I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Current Report on Form 8-K of TBI filed with the Commission in connection with the registration of the Senior Notes.
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| Very truly yours, |
| /s/ John McDonald |
| John McDonald |
| Senior Vice President, |
| Chief Compliance Officer and General Counsel |
[Signature Page to GC Exhibit 5 Opinion]
Schedule I
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