Item 1.01 Entry into a Material Definitive Agreement.
On September 7, 2021, TopBuild Corp., a Delaware corporation ("TopBuild"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with DI
Parent, LP, a Delaware limited partnership (the "Seller"), DI Super Holdings,
Inc., a Delaware corporation ("DI"), Diameter Merger Co., a Delaware corporation
("Merger Sub"), and Advent International GPE VII, LLC, a Delaware limited
liability company (the "Shareholder Representative"). Pursuant to the Merger
Agreement, at the closing of the transactions contemplated thereby (the
"Closing"), Merger Sub will merge with and into DI, with DI surviving the merger
as a wholly owned subsidiary of TopBuild (the "Merger"). At Closing, TopBuild
will pay aggregate consideration of $1,001.0 million in cash, on a cash-free,
debt-free basis, subject to a customary purchase price adjustment mechanism.
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 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, DI 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, DI, 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.
Item 7.01 Regulation FD Disclosure.
On September 8, 2021, TopBuild issued a press release announcing the entry into
the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and incorporated by reference in this Item
7.01.
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 Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing by TopBuild under the Securities Act of
1933, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1* Agreement and Plan of Merger, dated as of September 7, 2021, by and
among DI Parent, LP, DI Super Holdings, Inc., TopBuild Corp., Diameter
Merger Co., and Advent International GPE VII, LLC
99.1 Press Release dated September 8, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
*The schedules and exhibits to the Agreement and Plan of Merger have been
omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. TopBuild
will furnish copies of any such schedules and exhibits to the Securities and
Exchange Commission upon request.
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