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): November 7, 2018

 

 

TopBuild Corp.

(Exact name of registrant as specified in its charter)

 

 

 

 

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))

 

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 1.01.  Entry into a Material Definitive Agreement.

 

On November 7, 2018, TopBuild Corp., a Delaware corporation (“we,” “us” or “our”), entered into a $50.0 million accelerated share repurchase agreement (the “2018 ASR Agreement”) with JPMorgan Chase Bank, National Association (“JPMorgan”).  Pursuant to the 2018 ASR Agreement,  we will pay $50.0 million to JPMorgan in exchange for an initial delivery on November 8, 2018, of approximately 800,000 shares of our common stock, as agreed between us and JPMorgan.  The final number of shares to be repurchased under the 2018 ASR Agreement will be based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less an agreed discount, and subject to potential adjustments pursuant to the terms and conditions of the 2018 ASR Agreement.  The final settlement of the transaction under the 2018 ASR Agreement is expected to occur during the first quarter of 2019.  At final settlement, JPMorgan may be required to deliver additional shares of common stock to us, or, under certain circumstances, we may be required to deliver shares of our common stock or to make a cash payment, at our election, to JPMorgan.  

The 2018 ASR Agreement is part of our previously announced $200.0 million, 24-month share repurchase plan, as approved by our Board of Directors.

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.