TopBuild Corp. (NYSE:BLD) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure.
TopBuild Corp., a Delaware corporation (the “Company”), today announced its private offering (the “Offering”) of $375.0million aggregate principal amount of Senior Notes due 2026 (the “Notes”) to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Offering is to be made by means of a confidential offering memorandum. In order to ensure compliance with Regulation FD under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby furnishing to the Securities and Exchange Commission (the “Commission”) selected information contained in such confidential offering memorandum, which selected information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
Additionally, the Company is reaffirming its 2018 annual guidance. It is projecting total revenue to be between $2,050million and $2,115million and Adjusted EBITDA to be between $222million and $242million. This guidance assumes a range of residential new housing starts of between 1.24million and 1.28million. It does not include any effects related to potential acquisitions that may occur after the date of this Current Report on Form 8-K. For a reconciliation of Adjusted EBITDA to net income, please refer to the Company’s press release issued on February27, 2018 and furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished to the Commission on February27, 2018.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 furnished herewith, 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. The Notes will not be 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.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements may address, among other things, the Company’s expected financial and operational results and the related assumptions underlying its expected results. These forward-looking statements are distinguished by the 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, the Company’s actual results may differ materially from the results discussed in its forward-looking statements. The Company’s forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K. Factors or events the Company cannot predict, including those described in the risk factors contained in its filings with the Commission, may cause the Company’s actual results to differ materially from those expressed in forward-looking statements. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be achieved, and the Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events, or otherwise.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act.
Item 7.01 Other Events.
On April9, 2018, the Company issued a press release in accordance with Rule 135c promulgated under the Securities Act in respect of its private offering of the Notes. In accordance with Rule 135c(d), a copy of such press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
Item 7.01 Financial Statements and Exhibits.
TopBuild Corp ExhibitEX-99.1 2 d543850dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 SUMMARY The Combination of TopBuild and USI We are the leading purchaser,…To view the full exhibit click
About TopBuild Corp. (NYSE:BLD)
TopBuild Corp. installs and distributes insulation products to the United States construction industry. The Company operates through two segments: Installation (TruTeam) and Distribution (Service Partners). The Company’s Installation segment principally includes the sales and installation of insulation and other building products. Its Distribution segment principally includes the distribution of insulation and other building products. It provides insulation installation services nationwide through its TruTeam contractor services business, which has over 180 installation branches located in approximately 44 states. It installs various insulation applications, which include fiberglass batts and rolls, blown-in loose fill fiberglass, blown-in loose fill cellulose and polyurethane spray foam. The Company distributes insulation and other building products, including rain gutters, fireplaces, closet shelving, and roofing materials through its Service Partners business.