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
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Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2019, TopBuild Corp., a Delaware corporation (“we,” “us” or “our”), entered into an accelerated share repurchase agreement (the “2019 ASR Agreement”) with Bank of America, N.A. to repurchase an aggregate of $50.0 million of the Company’s outstanding common stock. Pursuant to the 2019 ASR Agreement, we will pay $50.0 million to Bank of America, N.A. in exchange for an initial delivery on November 5, 2019, of approximately 390,000 shares of our common stock, as agreed between us and Bank of America, N.A. The final number of shares to be repurchased under the 2019 ASR Agreement will be based on the average of the daily volume-weighted average prices of our common stock during the term of the transaction, less an agreed upon discount, and subject to potential adjustments pursuant to the terms and conditions of the 2019 ASR Agreement. The final settlement of the transaction under the 2019 ASR Agreement is expected to occur no later than the first quarter of 2020. At final settlement, under certain circumstances, Bank of America, N.A. may be required to deliver additional shares of common stock to us, or, under certain circumstances, we may be required either, at our election, to deliver shares of our common stock or to make a cash payment to Bank of America, N.A.
The 2019 ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the 2019 ASR Agreement may be accelerated, extended or terminated early by Bank of America, N.A. and various acknowledgments, representations and warranties made by the parties to one another. From time to time, Bank of America, N.A. and/or its affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation, fees and expense reimbursement.
The 2019 ASR Agreement is part of our previously announced $200.0 million share repurchase plan, as approved by our Board of Directors.
The foregoing description of the 2019 ASR Agreement is a summary and is qualified in its entirety by the terms of the 2019 ASR Agreement, which will be filed in the Company’s Annual Report on Form 10-K for year ended December 31, 2019.
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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. | |||
By: | /s/ John S. Peterson | ||
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| Name: | John S. Peterson |
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| Title: | Vice President and Chief Financial Officer |
Dated: November 5, 2019 |
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Document and Entity Information |
Nov. 04, 2019 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Nov. 04, 2019 |
| Entity File Number | 001-36870 |
| Entity Registrant Name | TopBuild Corp |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 47-3096382 |
| Entity Address, Address Line One | 475 North Williamson Boulevard |
| Entity Address, State or Province | FL |
| Entity Address, City or Town | Daytona Beach |
| Entity Address, Postal Zip Code | 32114 |
| City Area Code | 386 |
| Local Phone Number | 304-2200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.01 per share |
| Trading Symbol | BLD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001633931 |
| Amendment Flag | false |