- Expands TopBuild’s Specialty Distribution footprint and industry position
- Enhances fabrication capabilities and expands product distribution network
- Grows and strengthens Specialty Distribution’s recurring revenue stream
- Further differentiates TopBuild’s unique operating model – adding scale and capacity to better serve customers
- Anticipate
$35M to$40M of run-rate cost synergies
Webcast Scheduled for |
For the trailing 12 months ended
Compelling Strategic Opportunity with a Clear Path to Financial Value Creation
- Brings together two leading specialty distributors to further promote innovation and deliver best-in-class customer experiences.
- Reinforces position as a leading Specialty Distributor and enables multiple avenues for growth across the three highly fragmented insulation end markets we serve: Residential,
Commercial Building , and Commercial/Industrial Mechanical. - Further differentiates TopBuild’s unique operating model and reduces cyclicality by increasing recurring revenue stream.
- Provides opportunities to drive operational efficiencies throughout the Specialty Distribution segment.
- Enhances financial profile through revenue growth and synergy realization, with expected annual run rate cost synergies between
$35 and$40 million within two years following the close of the transaction.
In conclusion Buck noted, “The identification and integration of acquisitions is a
The transaction, which has been approved by TopBuild’s Board of Directors, is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Founded in 1982 and headquartered in
Webcast
A webcast to discuss the SPI transaction is scheduled for today,
Webcast | TopBuild Conference Call (choruscall.com)
A dial in number for the webcast is also available: (877) 407-9037. A copy of the investor presentation will be available on the Company’s website when the call commences.
About
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 and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,” “plan,” 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. For us, particular uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include, without limitation, our ability to successfully complete the proposed acquisition of SPI, including satisfying closing conditions; any delay in closing the proposed acquisition of SPI; the occurrence of any event that could give rise to termination of the purchase agreement governing the acquisition of SPI; risks inherent in the achievement of cost synergies and the timing thereof; risks related to the disruption to us and SPI and their respective management as a result of the proposed acquisition; the effect of the announcement of the proposed acquisition on SPI’s ability to retain and hire key personnel and maintain relationships with clients, suppliers and other third parties; our ability to successfully integrate SPI if the proposed acquisition is completed, including whether and to what extent the proposed acquisition will be accretive within the expected timeframe; and those described in the risk factors contained in our filings with the
Investor Relations and Media Contact
tabitha.zane@topbuild.com
386-763-8801
Reconciliation of Pro Forma Non-GAAP Measures to GAAP Measures (Unaudited) | ||||
(dollars in thousands) | ||||
Trailing Twelve Months Ended | ||||
Net sales | $ | 5,105,064 | ||
Pro forma acquisition sales (a) | 861,090 | |||
Pro forma sales | $ | 5,966,154 | ||
Net income, as reported | $ | 577,148 | ||
Adjustments to arrive at EBITDA, as adjusted: | ||||
Interest expense and other, net | 59,862 | |||
Income tax expense | 195,630 | |||
Depreciation and amortization | 124,936 | |||
Share-based compensation | 11,717 | |||
Rationalization charges | (645 | ) | ||
Acquisition related costs | 8,558 | |||
EBITDA, as adjusted | $ | 977,206 | ||
Pro forma acquisition EBITDA (a) | 96,515 | |||
Pro forma EBITDA, as adjusted | $ | 1,073,721 | ||
Total debt | $ | 1,464,937 | ||
Pro forma acquisition debt funding (b) | 550,000 | |||
Pro forma total debt | $ | 2,014,937 | ||
Cash and cash equivalents | $ | 333,778 | ||
Pro forma acquisition cash funding (c) | (505,000 | ) | ||
Pro forma cash and cash equivalents | $ | (171,222 | ) | |
Pro forma net debt leverage ratio | 2.0 | |||
(a) Represents the trailing twelve months proforma impact of SRI and Best Insulation acquisitions as well as our definitive agreement to acquire SPI. | ||||
(b) Represents the trailing twelve months proforma impact from our definitive agreement to acquire SPI. | ||||
(c) Represents the trailing twelve months proforma impact of Best Insulation acquisition and our definitive agreement to acquire SPI. |
Source:
2023 GlobeNewswire, Inc., source