GlobeNewswire Inc | Sep 28, 2021 04:35PM EDT

September 28, 2021

DAYTONA BEACH, Fla., Sept. 28, 2021 (GLOBE NEWSWIRE) -- TopBuild Corp.(NYSE:BLD) (TopBuild or the Company) a leading installer and distributor of insulation and building material products in the United States, today announced the pricing of its previously announced private offering of $500.0 million aggregate principal amount of senior notes due 2032 (the notes) to be 4.125%. TopBuild intends to use the net proceeds from the sale of the 4.125% notes, together with borrowings under a new term loan and cash on hand, to fund the purchase price payable in connection with the consummation of its previously announced acquisition (the Acquisition) of Distribution International, Inc. (DI), including the payment of related fees and expenses.

The closing of the 4.125% notes offering is expected to occur prior to, and is not conditioned upon, the consummation of the Acquisition. However, the notes will be subject to a special mandatory redemption in the event that (i) the Acquisition is not consummated on or prior to August 7, 2022 or (ii) prior to August 7, 2022, the merger agreement is terminated, other than in connection with the consummation of the Acquisition, and is not otherwise amended or replaced. TopBuild expects the offering to close on October 14, 2021, subject to customary closing conditions.

The notes will be guaranteed, on an unsecured senior basis, by all of TopBuilds subsidiaries, including DI and its affiliates that are required to become guarantors under the Companys credit agreement by its terms upon consummation of the Acquisition.

The notes offering is subject to market and other conditions, and there is no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.

The notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as believe, anticipate, appear, may, might, will, should, intend, plan, estimate, expect, assume, seek, forecast, anticipates, appears, believes, estimates, predicts, potential or continue, the negative of these terms and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, the Companys actual results may differ materially from the results discussed in its forward-looking statements. The Company cautions against relying on any of these forward-looking statements. The Companys future performance may be affected by the duration and impact of the novel coronavirus ("COVID-19") pandemic on the U.S. economy, specifically with respect to residential and commercial construction; the Companys ability to continue operations in markets affected by the COVID-19 pandemic, and the Companys ability to collect its receivables from its customers; the Companys reliance on residential new construction, residential repair/remodel, and commercial construction; the Companys reliance on third-party suppliers and manufacturers; the Companys ability to attract, develop, and retain talented personnel and the Companys sales and labor force; the Companys ability to maintain consistent practices across the Companys locations; the Companys ability to maintain the Companys competitive position; the Companys ability to realize the expected benefits of the Companys acquisitions, including the Companys pending Acquisition; the Companys ability to consummate the Acquisition, including satisfying closing conditions; the Companys ability to achieve the strategic and other objectives relating to the Acquisition, including achieving any expected cost synergies, within the expected time frame or at all; and the Companys ability to successfully integrate DI if the Acquisition is completed. The Company discusses many of the risks it faces under the caption entitled Risk Factors in the offering memorandum for this offering and in the Companys Form 10-K for the year ended December 31, 2020 filed with the SEC and incorporated by reference into the offering memorandum. The Companys forward-looking statements in this press release speak only as of the date of this press release. Factors or events that could cause the Companys actual results to differ materially may emerge from time to time, and it is not possible for the Company to predict all of them. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.

Investor Relations and Media ContactTabitha Zanetabitha.zane@topbuild.com386-763-8801