TopBuild Corp. (NYSE:BLD) entered into an agreement to acquire Distribution International, Inc. from Advent International Corporation for $1 billion on September 7, 2021. The consideration is on cash free debt free basis. TopBuild plans to fund this transaction using cash on hand long-term debt. The transaction has Implied EV/Adjusted EBITDA multiple, net of $30 million of tax assets of ~12.9x for 12 months ended June 30, 2021. For the trailing 12 months ended June 30, 2021, DI generated pro-forma revenue of approximately $747 million. The transaction, which has been approved by TopBuild's Board of Directors, is subject to regulatory approval, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Company expects the transaction to close in the fourth quarter of 2021. Expected to be accretive to GAAP EPS in the first full year after close. J.P. Morgan Securities LLC is serving as financial advisor topBuild and Benjamin L. Stulberg of Jones Day is acting as legal counsel. RBC Capital Markets, LLTopBuild Corp. (NYSE:BLD) entered into an agreement to acquire Distribution International, Inc. from Advent International Corporation for $1 billion on September 7, 2021. The consideration is on cash free debt free basis. TopBuild plans to fund this transaction using cash on hand long-term debt. The transaction has Implied EV/Adjusted EBITDA multiple, net of $30 million of tax assets of ~12.9x for 12 months ended June 30, 2021. For the trailing 12 months ended June 30, 2021, DI generated pro-forma revenue of approximately $747 million. The transaction, which has been approved by TopBuild's Board of Directors, is subject to regulatory approval, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Company expects the transaction to close in the fourth quarter of 2021. Expected to be accretive to GAAP EPS in the first full year after close. J.P. Morgan Securities LLC is serving as financial advisor topBuild and Benjamin L. Stulberg of Jones Day is acting as legal counsel. RBC Capital Markets, LLC is serving as financial advisor, and Allison R. Liff, Annemargaret Connolly, Heather L. Emmel, Jeffrey D. Osterman, Jennifer Haydel Britz, Jonathan J. Macke, Michael Nissan, Nicholas J. Pappas, Ramona Y. Nee, Theodore E. Tsekerides, Vadim M. Brusser, John O'Loughlin, Thomas D. Goslin, Ami G. Zweig, Alexis Brown-Reilly and Timothy C. Welch of Weil, Gotshal & Manges LLP is acting as legal counsel to Advent and DI. TopBuild intends to use the net proceeds from the sale of the notes, together with borrowings under a new term loan and cash on hand, to fund the purchase price payable in connection with the consummation of its previously announced acquisition (the “Acquisition”) of Distribution International, Inc. (“DI”), including the payment of related fees and expenses.

As on Oct 8, 2021, TopBuild Corp provides for a new $300.0 million delayed draw term loan facility, the proceeds of which will be used, in part, to finance the acquisition of DI Super Holdings, Inc, the indirect parent of Distribution International, Inc., including the payment of related fees and expenses. RBC Capital Markets, LLC is serving as financial advisor, and Allison R. Liff, Annemargaret Connolly, Heather L. Emmel, Jeffrey D. Osterman, Jennifer Haydel Britz, Jonathan J. Macke, Michael Nissan, Nicholas J. Pappas, Ramona Y. Nee, Theodore E. Tsekerides, Vadim M. Brusser, John O'Loughlin, Thomas D. Goslin, Ami G. Zweig, Alexis Brown-Reilly and Timothy C. Welch of Weil, Gotshal & Manges LLP is acting as legal counsel to Advent and DI. TopBuild intends to use the net proceeds from the sale of the notes, together with borrowings under a new term loan and cash on hand, to fund the purchase price payable in connection with the consummation of its previously announced acquisition (the “Acquisition”) of Distribution International, Inc. (“DI”), including the payment of related fees and expenses.

TopBuild Corp. (NYSE:BLD) completed the acquisition of Distribution International, Inc. from Advent International Corporation on October 15, 2021. TopBuild acquired Distribution International for $1.031 billion in cash.