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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 10, 2023

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-36870

47-3096382

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

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 under the Exchange Act (17 CFR 240.14a-12)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

BLD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01.

Other Events.

On July 10, 2023, TopBuild Corp., a Delaware corporation (the “Company”), entered into a definitive agreement to purchase substantially all the assets of Best Insulation (the “Transaction”) and issued a press release announcing the agreement on July 11, 2023 (the “Press Release”). The Transaction is expected to close on or about July 17, 2023, subject to the fulfillment of certain closing conditions. The Press Release, which is attached as Exhibit 99.1 of this Current Report on Form 8-K, is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit
Number

    

Description

99.1

Press release issued by TopBuild Corp., dated July 11, 2023, announcing that it had entered into a definitive agreement to purchase substantially all of the assets of Best Insulation.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

2

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.

TOPBUILD CORP.

By:

/s/ Robert Kuhns

 

 

Name:

Robert Kuhns

 

 

Title:

Vice President and Chief Financial Officer

(Principal Financial Officer)

Dated: July 12, 2023

 

 

3

Exhibit 99.1

Graphic

FOR IMMEDIATE RELEASE:Ref: 23-09

TopBuild to Acquire Best Insulation

Residential Insulation Installer

$100 Million Annual Revenue

Expands Presence in Multiple High Growth Regions


DAYTONA BEACH, FL – July 11, 2023TopBuild Corp. (NYSE:BLD) a leading installer and distributor of insulation and building material products to the construction industry in the United States and Canada, has entered into an agreement to acquire all of the assets of Best Insulation, a residential insulation installer serving the Texas markets of Austin, San Antonio, and Houston, the Arizona markets of Phoenix and Tucson as well as the cities of  Nashville, Tennessee and Tampa and Lakeland, Florida. Best Insulation generated approximately $100 million in revenue for the trailing twelve months ending April 30, 2023. The transaction is expected to close within seven business days.  

Robert Buck, President and CEO of TopBuild, noted, “Best Insulation is an outstanding addition to our Installation business with a strong customer base and an experienced team of over 200 installers.  Best Insulation’s markets are in high growth regions in the southeast and southwest and its primary product offering is spray foam.  Travis Lafayette, the President of Best Insulation, will join TopBuild and focus on the continued growth of our business in the regions Best Insulation serves.”

Upon the closing of the Best Insulation transaction, TopBuild will have announced two acquisitions in 2023 with combined annual revenues totaling approximately $162 million.  

About TopBuild

TopBuild Corp., headquartered in Daytona Beach, Florida, is a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada.  We provide insulation installation services nationwide through our Installation segment which has approximately 235 branches located across the United States. We distribute building and mechanical insulation, insulation accessories and other building product materials for the residential, commercial, and industrial end markets through our Specialty Distribution business.  Our Specialty Distribution network encompasses approximately 180 branches.  To learn more about TopBuild please visit our website at www.topbuild.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act.  These forward-looking statements may address, among other things, our expected financial and operational results, the related assumptions underlying our expected results, and our plan to repurchase our common stock under stock repurchase transactions. These forward-looking statements can be identified by words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” “may,” “project,” “estimate” or “intend,” the negative of these terms, and similar references to future periods.  These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements.  Our forward-looking statements contained herein speak only as of the date of this press release.  Factors or events that we cannot predict, including those described in the risk factors contained in our filings with the Securities and Exchange Commission, may cause our actual results to differ from those expressed in forward-looking statements.  Although TopBuild believes the expectations reflected in such forward-looking


Graphic

statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved and it undertakes no obligation to update any forward-looking statements as a result of new information, future events, or otherwise, except as required by applicable law.

Investor Relations and Media Contact

Tabitha Zane

tabitha.zane@topbuild.com

386-763-8801

2


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Document and Entity Information
Jul. 10, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jul. 10, 2023
Entity File Number 001-36870
Entity Registrant Name TopBuild Corp
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 47-3096382
Entity Address, Address Line One 475 North Williamson Boulevard
Entity Address, State or Province FL
Entity Address, City or Town Daytona Beach
Entity Address, Postal Zip Code 32114
City Area Code 386
Local Phone Number 304-2200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol BLD
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001633931
Amendment Flag false

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