Toll Brothers Purchase Agreement

And we knew we had to make a lot of decisions and decisions. And we learned that the house would be ready in 9-12 months. But what we didn`t know was that Toll Brothers would turn out to be Michael Myers` corporate version of Halloween. Toll Brothers intends to fund the transaction with a combination of draws from its existing $1.035 billion credit facility, as well as debt and equity financing. Toll Brothers also secured an additional commitment for a $500 million 364-day, unsecured revolving credit facility. At present, the company estimates that the new equity financing will represent 10-15% of the purchase price. Once the transaction is completed, the company still expects available liquidity of more than $US 1 billion. After closing, Toll Brothers intends to selectively sell land worth approximately $500 million. As a result of these batch sales and the delivery of existing order books, the Company expects to receive a significant return on its investment within eighteen months of closing the transaction. Shapell has a long and illustrious history as one of California`s largest and most successful rural development and home building businesses in the thriving coastal markets of Northern and Southern California.

Since its inception in 1955 by brothers Nathan and David Shapell and brother-in-law Max Webb, Shapell has delivered more than 70,000 homes. Shapell`s land portfolio, which acquires Toll Brothers, consists of approximately 5,200 residential sites, 97.5% of which are licensed, in established communities. This country has been united for many decades in many of the state`s most prosperous and growing markets: the San Francisco Bay Area, Metro Los Angeles, Orange County, and Carlsbad Market. As of August 31 of the 2013 calendar year, Shapell has delivered 347 homes at an average price of $791,000. . . .