TopBuild Corp. (NYSE:BLD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On March 1, 2018, TopBuild Corp., a Delaware corporation (“TopBuild”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legend Holdings LLC, a Delaware limited liability company (“Seller”), USI Legend Parent, Inc., a Delaware corporation (“USI”), and Racecar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of TopBuild (“Merger Sub”). to the Merger Agreement, at the closing of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into USI, with USI surviving the merger as a wholly owned subsidiary of TopBuild (the “Merger”). At Closing, TopBuild will pay aggregate consideration of $475.0 million in cash, subject to a customary purchase price adjustment mechanism providing that USI be free of cash and debt at Closing.
Consummation of the Merger is subject to customary conditions, including the absence of legal restraints and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”).Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other parties (subject to certain exceptions) and the performance in all material respects of the other parties’ respective covenants under the Merger Agreement.Consummation of the Merger is not subject to a financing condition.
The Merger Agreement contains certain termination rights for both TopBuild, on the one hand, and Seller, on the other hand.The Merger Agreement provides that, upon termination under specified circumstances related to the failure to obtain HSR Clearance or the imposition of certain requirements by governmental authorities in order to obtain HSR Clearance, TopBuild would be required to pay to Seller a termination fee of $25.0 million.
The foregoing description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Merger Agreement is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms.It is not intended to provide any other factual information about TopBuild, Seller, USI or Merger Sub.The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders.Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of TopBuild, Seller, USI or Merger Sub.Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in TopBuild’s public disclosures, except to the extent required by law.