TOPBUILD CORP : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-18 06:51:04 ET BLD

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 15, 2021 (the "Closing Date"), TopBuild Corp., a Delaware corporation ("TopBuild"), completed its previously reported acquisition of Distribution International pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") with DI Parent, LP, a Delaware limited partnership, DI Super Holdings, Inc., a Delaware corporation ("DI"), Diameter Merger Co., a Delaware corporation ("Merger Sub"), and Advent International GPE VII, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, at the closing of the transactions contemplated thereby, Merger Sub merged with and into DI, with DI surviving the merger as a wholly owned subsidiary of TopBuild (the "Merger"). On the Closing Date, TopBuild paid aggregate consideration of $1,001.0 million in cash in respect of the acquisition of DI, on a cash-free, debt-free basis, subject to a customary purchase price adjustment mechanism.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is only a summary and is qualified in its entirety by reference to the complete text of the Merger Agreement, which TopBuild previously filed as Exhibit 2.1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2021, which Exhibit is incorporated by reference in this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On October 18, 2021, TopBuild issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by TopBuild under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

TopBuild will provide the financial statements required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(b) Pro forma financial information.

TopBuild will provide the pro forma financial information required to be filed under Item 9.01 of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.