UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On October 7, 2021, TopBuild Corp., a Delaware corporation (the “Company”), together with certain of its subsidiaries, Bank of America, N.A., in its capacity of administrative agent for the lenders, and each of the lenders party thereto (the “Lenders”), entered into Amendment No. 2 (the “Amendment”) to the Company’s Amended and Restated Credit Agreement, dated March 20, 2020 (as amended, the “Credit Agreement”) filed as Exhibit 10.1 to the Form 8-K dated March 23, 2020.
The Amendment, among other things, (i) extends the maturity date of both the revolving and term loan facilities under the Credit Agreement to October 7, 2026, (ii) re-advances to the Company an aggregate amount equal to $7.5 million as part of the term loan under the Credit Agreement, such that the aggregate outstanding principal amount of the term loan is $300.0 million, which equals the original principal amount of such term loan as of the original date of the Credit Agreement (and resets the amortization schedule accordingly, taking into account the extended maturity date), (iii) increases the commitments available under the revolving facility from $450.0 million to $500.0 million and (iv) 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.
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described in Item 1.01 above relating to the Amendment is incorporated herein by reference into this Item 2.03.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Exhibit Description | |||
Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 7, 2021 | ||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||
2
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. | ||||||
Date: October 8, 2021 | By: | /s/ John S. Peterson | ||||
John S. Peterson | ||||||
Vice President and Chief Financial Officer | ||||||
3