Toro Co. Files 8-K on Material Definitive Agreement

TL;DR

Toro Co. just signed a big deal, filing an 8-K on Oct 2nd.

AI Summary

On October 2, 2024, The Toro Company entered into a material definitive agreement related to a financial obligation. The company, headquartered in Bloomington, Minnesota, filed an 8-K report detailing this event.

Why It Matters

This filing indicates a significant financial commitment or obligation for The Toro Company, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or risks that warrant investor attention.

Key Players & Entities

• TORO CO (company) — Registrant
• October 2, 2024 (date) — Date of earliest event reported
• 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (address) — Principal executive offices
• 952-888-8801 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 per share TTC New York Stock Exchange
• $200 million — an aggregate principal amount of up to $200 million to TTC (the "Term Facility"), the entir
• $900 million — an aggregate principal amount of up to $900 million to the Borrowers, including a $10 milli
• $10 million — 0 million to the Borrowers, including a $10 million sublimit for the issuance of standby le
• $75 million — ance of standby letters of credit and a $75 million sublimit for swingline loans (the "Revo
• $450 million — lity be increased by an amount of up to $450 million and/or (ii) incremental term loan commi
• $100 million — ts be established by an amount of up to $100 million. Subject to customary closing conditi
• $5,000,000 — acility with each such payment equal to $5,000,000. On October 31, 2029, the aggregate pri
• $270 million — nts (the "Prior Credit Agreement"), the $270 million term loans outstanding were repaid in f
• $600 million — nding were repaid in full and the prior $600 million unsecured revolving credit facility was
• $17.7 million — ving credit facility were approximately $17.7 million. The foregoing description of the 5-Y

Filing Documents

• ttc-20241002.htm (8-K) — 35KB
• ttc2ndaragmt10022024.htm (EX-10) — 1534KB
• image_0.jpg (GRAPHIC) — 7KB
• 0000737758-24-000050.txt ( ) — 1920KB
• ttc-20241002.xsd (EX-101.SCH) — 2KB
• ttc-20241002_lab.xml (EX-101.LAB) — 21KB
• ttc-20241002_pre.xml (EX-101.PRE) — 12KB
• ttc-20241002_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 2, 2024, The Toro Company ("TTC") and Toro Luxembourg S. r.l. (collectively, the "Borrowers") entered into a Second Amended and Restated Credit Agreement (the "5-Year Credit Agreement") with certain lenders, Bank of America, N.A., as administrative agent (in such capacity, the "Administrative Agent"), swingline lender and L/C issuer, U.S. Bank, National Association and Wells Fargo Bank National Association, as co-syndication agents (in such capacities, the "Co-Syndication Agents") and BMO Bank N.A., HSBC Bank USA, National Association and PNC Bank, National Association, as co-documentation agents. The 5-Year Credit Agreement provides for (i) a five-year unsecured term loan in an aggregate principal amount of up to $200 million to TTC (the "Term Facility"), the entire amount of which was funded on October 2, 2024, and (ii) a five-year unsecured revolving credit facility in an aggregate principal amount of up to $900 million to the Borrowers, including a $10 million sublimit for the issuance of standby letters of credit and a $75 million sublimit for swingline loans (the "Revolving Facility" and, collectively with the Term Facility, the "Facilities"). TTC may request that (i) the maximum principal amount available under the Revolving Facility be increased by an amount of up to $450 million and/or (ii) incremental term loan commitments be established by an amount of up to $100 million. Subject to customary closing conditions, funds are available under the Facilities (i) for general working capital, capital expenditures and other lawful corporate purposes, (ii) the purchase of TTC's capital stock and preferred stock rights, and (iii) to replace and refinance outstanding indebtedness under the Prior Credit Agreement (as defined below). Loans under the Revolving Facility are available in U.S. Dollars, Euros, British Pounds Sterling, Australian Dollars, Mexican Pesos and Canadian Dollars and, at the disc

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Second Amended and Restated Credit Agreement dated as of October 2, 2024, by and among The Toro Company and Toro Luxembourg S. r.l., as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, and BMO Harris Bank, N.A., HSBC Bank USA, National Association and PNC Bank, National Association, as co-documentation agents (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE TORO COMPANY (Registrant) Date: October 3, 2024 /s/ Joanna M. Totsky Joanna M. Totsky Vice President, General Counsel and Corporate Secretary