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Item 1.01. Entry Into a Material Definitive Agreement. |
On July 26, 2023 (the “Amendment Effective Date”), TopBuild Corp., a Delaware corporation (the “Company”), together with certain of its subsidiaries, Bank of America, N.A., in its capacity of administrative agent for the lenders, and each of the lenders party thereto (the “Lenders”), entered into Amendment No. 4 (the “Amendment”) to the Company’s Amended and Restated Credit Agreement, dated March 20, 2020 (as amended, the “Credit Agreement”). The Amendment, among other things, (i) increases the Permitted Increase Amount (as defined in the Credit Agreement) from $300.0 million to $850.0 million and (ii) provides for a new $550.0 million delayed draw term loan facility (the “Delayed Draw Term Loan”), the proceeds of which will be used, in part, to finance the Transaction (as defined below), including the payment of related fees and expenses.
The Delayed Draw Term Loan is available in a single drawing to occur no later than October 25, 2024. Once drawn, the Delayed Draw Term Loan will mature on October 7, 2026 and will be subject to the same scheduled amortization payments as the Company’s existing term loan facility under the Credit Agreement. Borrowings of the Delayed Draw Term Loan bear interest at Term SOFR or the Base Rate (each as defined in Credit Agreement) plus an applicable rate ranging from 1.50% to 3.00% for Term SOFR-based loans and from 0.50% to 2.00% for Base Rate-based loans, depending upon the Company’s consolidated secured leverage ratio. The Company is required to pay a ticking fee on the undrawn Delayed Draw Term Loan commitments at a per annum rate equal to: (i) 0.175% for the first six-month period after the Amendment Effective Date, (ii) 0.200% for the next successive six-month period, and (iii) 0.250% for next successive three-month period.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described in Item 1.01 above relating to the Amendment is incorporated herein by reference into this Item 2.03.
On July 26, 2023, the Company entered into a definitive agreement to acquire SPI LLC, doing business as Specialty Products & Insulation (the “Transaction”), and issued a press release announcing the agreement on July 27, 2023 (the “Press Release”). The Transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 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
