UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01Entry into a Material Definitive Agreement.
Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On February 24, 2021, TopBuild Corp., a Delaware corporation (the “Company”), entered into a note purchase agreement (the “Purchase Agreement”) together with the Company’s wholly owned subsidiaries (the “Guarantors”) and BofA Securities, Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Company has agreed to sell, and the Initial Purchasers have agreed to purchase, upon the terms and subject to the conditions contained in the Purchase Agreement, $400.0 million aggregate principal amount of 3.625% Senior Notes due 2029 (the “Notes”). The issuance and sale of the Notes is expected to close on March 15, 2021 (the “Closing Date”), subject to customary closing conditions. Upon consummation of the Closing, the Notes would be guaranteed, on an unsecured senior basis, by all of the Guarantors.
On the Closing Date, the Company intends to use the proceeds from the issuance and sale of the Notes, together with cash on hand, to redeem 100% of the Company’s issued and outstanding $400.0 million aggregate principal amount of 5.625% Senior Notes due 2026 (the “Existing Notes”). On February 24, 2021, the Company delivered a conditional notice of full redemption to U.S. Bank National Association, the trustee for the Existing Notes, to redeem all of the Existing Notes on the Closing Date in accordance with the optional redemption provisions of the Indenture, dated as of April 25, 2018, as supplemented, governing the Existing Notes (the “Existing Indenture”). The redemption is conditioned upon the successful consummation, on or prior to the Closing Date, of the issuance and sale of the Notes. Subject to the satisfaction of the foregoing condition, the Company will redeem the Existing Notes at a redemption price equal to 100% of the principal amount of the Existing Notes plus the Applicable Premium (as defined in the Existing Indenture) as of, and accrued and unpaid interest thereon to, but not including, the Closing Date.
The Purchase Agreement contains customary representations, warranties and agreements of the parties thereto. In addition, the Company and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes have not been 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 Current Report on Form 8-K 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 Current Report on Form 8-K does not constitute a notice of redemption under the Existing Indenture, or an offer to tender for, or purchase, any of the Existing Notes or any other security.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 1.01 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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1.01 | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
TOPBUILD CORP. | |||
By: | /s/ John S. Peterson | ||
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| Name: | John S. Peterson |
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| Title: | Vice President and Chief Financial Officer |
Dated: March 1, 2021 |
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