-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wo+dMhZ6QheAU6KclHc2mG9yhuxGBXU9iztnVSYU72//wSFkWmVNUIe7+YXSrRME mZFroFpDiUnZTbrVfHlyHA== 0000950123-09-043417.txt : 20090916 0000950123-09-043417.hdr.sgml : 20090916 20090915214824 ACCESSION NUMBER: 0000950123-09-043417 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090916 DATE AS OF CHANGE: 20090915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-154807 FILM NUMBER: 091071003 BUSINESS ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOLL BROTHERS INC CENTRAL INDEX KEY: 0000794170 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 232416878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2159388000 MAIL ADDRESS: STREET 1: 250 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FWP 1 w75700fwp.htm FWP fwp
Filed pursuant to Rule 433
Registration No. 333-154807
$250,000,000
Toll Brothers Finance Corp.
6.750% Senior Notes due 2019
Guaranteed on a Senior Basis by
Toll Brothers, Inc.
and Certain of its Subsidiaries
Pricing Term Sheet
     
Issuer:
  Toll Brothers Finance Corp.
 
    
Security:
  6.750% Senior Notes due November 1, 2019 
 
    
Size:
   $250,000,000 
 
    
Net Proceeds to Issuer Before Expenses:
   $246,365,000 
 
    
Maturity:
  November 1, 2019
 
    
Coupon:
   6.750%
 
    
Interest Payment Dates:
  May 1 and November 1, commencing May 1, 2010
 
    
Public Offering Price:
  99.986% of the Principal Amount
 
    
Spread to Benchmark Treasury:
  330.3 bps
 
    
Benchmark:
  UST 3.625% due August 2019
 
    
Make-whole Redemption Provision:
  At any time at a discount rate of Treasury plus 0.50%
 
    
Trade Date:
  September 15, 2009
 
    
Settlement:
  T+5; September 22, 2009
 
    
CUSIP:
  88947E AJ9
 
    
Ratings:
  Ba1 (negative)
 
  BBB- (negative)
 
  BBB- (stable)
 
    
Joint Book-Running Managers:
  Banc of America Securities LLC
 
  J.P. Morgan Securities Inc.
 
  Citigroup Global Markets Inc.
 
    
Co-Managers:
  RBS Securities Inc.
 
  BNP Paribas Securities Corp.
 
  Comerica Securities, Inc.
 
  Mizuho Securities USA Inc.
 
  Capital One Southcoast, Inc.
 
  Daiwa Securities America Inc.
 
  PNC Capital Markets LLC
 
    
Tender Offer:
  Concurrently with the commencement of this offering, Toll Brothers Finance Corp. is launching a cash tender (the “Tender Offer”) offer for up to $150 million in aggregate principal amount of its 6.875% Senior Notes due 2012 (the “2012 Notes”) and its 5.95% Senior Notes due 2013 (the “2013 Notes”). Toll Brothers Finance Corp. is offering to purchase the 2012 Notes at a purchase price of $1,037.50 per $1,000 principal amount, plus accrued and unpaid interest, plus a $30.00 early tender payment for 2012 Notes validly tendered and accepted for payment on

 

 

     
 
  or before 5:00 p.m. New York City time on September 28, 2009. Toll Brothers Finance Corp. is offering to purchase the 2013 Notes at a purchase price of $1,002.50 per $1,000 principal amount, plus accrued and unpaid interest, plus a $30.00 early tender payment for 2013 Notes validly tendered and accepted for payment on or before 5:00 p.m. New York City time on September 28, 2009. Notes tendered after 5:00 p.m. New York City time on September 28, 2009 will not receive the early tender payment. The Tender Offer will expire on October 13, 2009 unless extended.
 
    
Additional Information:
  The following changes will be made to the Preliminary Prospectus Supplement. Other information (including financial information) is deemed to have changed to the extent affected by the changes described below.
 
    
 
  The As Adjusted column in the “Capitalization” section on page S-10 of the Preliminary Prospectus Supplement will be updated to reflect the following changes ($ in thousands) as of July 31, 2009, on an as adjusted basis to give effect to the sale of the notes in this offering and the use of proceeds therefrom as described under “Use of Proceeds” in the Preliminary Prospectus Supplement, including (a) the completion of our concurrent Tender Offer, assuming that 2012 Notes and 2013 Notes have been tendered in equal amounts and accepted by us up to our maximum aggregate purchase amount of $150 million and (b) a charge for the estimated premium we will pay upon tender of the 2012 Notes and the 2013 Notes:
 
    
 
  Total debt                              $2,246,696
 
    
 
  Retained Earnings                 $2,301,764
 
    
 
  Total stockholder’s equity     $2,605,256
 
    
 
  Total capitalization                $4,857,235
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll free at 1-800-294-1322, J.P. Morgan Securities collect at 1-212-834-4533 or Citigroup Global Markets Inc. toll free at 1-877-858-5407.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or other email system.

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