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 (Date of earliest event reported): November 9, 2010
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8649
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41-0580470 |
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
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| 8111 Lyndale Avenue South |
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| Bloomington, Minnesota
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55420 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (952) 888-8801
Not Applicable
(Former name or former address, if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 9, 2010, The Toro Company (“Toro”), and each of Toro Credit Company, Toro
Manufacturing LLC, Exmark Manufacturing Company Incorporated, Toro International Company,
Tover Overseas B.V., and Toro Factoring Company Limited, each of which is a subsidiary of
Toro (collectively, with Toro, the “Borrowers”), entered into Amendment No. 5 to Credit
Agreement (the “Amendment”), with certain lenders from time to time party thereto (the
“Lenders”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C
Issuer (the “Agent”). The Amendment amends that certain Credit Agreement, dated as of
September 8, 2004 (as amended to date, the “Credit Agreement”), which was previously amended
by Amendment No. 1 to Credit Agreement dated as of October 25, 2005, Amendment No. 2 to
Credit Agreement dated as of January 10, 2007, Amendment No. 3 to Credit Agreement effective
as of February 28, 2007, and Amendment No. 4 to Credit Agreement dated as of February 29,
2008.
The Amendment, at Toro’s request, (i) reduces the aggregate loan commitments available to
Toro under the Credit Agreement from $225 million to $175 million, (ii) replaces the maximum
total indebtedness to capitalization covenant with a covenant providing that Toro’s maximum
total indebtedness to consolidated EBITDA shall not exceed 3.25 to 1.00 for any four-quarter
period, and (iii) clarifies the restrictions regarding permitted loans and investments. The
foregoing description of the Amendment is a summary of the material terms of such agreement,
does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Bank of America, N.A. and its affiliates, including Banc of America Securities LLC, have in
the past performed, and may in the future from time to time perform, investment banking,
financial advisory, lending and/or commercial banking services for Toro and its subsidiaries
in arm’s length transactions, on terms customarily available to unrelated third-parties and
for which services it has in the past received, and may in the future receive, customary
compensation and reimbursement of expenses. Additionally, certain other Lenders and their
affiliates have in the past performed, and may in the future from time to time perform,
financial services for Toro and its subsidiaries in arm’s length transactions, on terms
customarily available to unrelated third-parties and for which services such Lenders have in
the past received, and may in the future receive, customary compensation and reimbursement of
expenses.