TopBuild (BLD) investor relations material

Deal rationale and strategic fit

• Acquisition unites two leading specialty distributors, expanding mechanical insulation fabrication capabilities and presence across North America, especially in the Southeast and Northeast U.S.

• Enhances offerings in commercial, industrial, and residential end markets, with 87% of acquired revenue from commercial and industrial sectors.

• Increases exposure to non-cyclical revenue streams, with up to 55% of acquired revenue from recurring maintenance and repair.

• Strengthens value-added fabrication capabilities and supports cross-selling in building envelope and roofing services.

• Reinforces leadership in specialty distribution, leveraging a proven M&A strategy and similar organizational cultures.

Financial terms and conditions

• All-cash transaction valued at $1 billion, funded with cash on hand and $750 million in senior notes.

• SPI generated $700 million in revenue and $75 million EBITDA (10.7% margin) for the trailing 12 months ended June 30, 2025.

• Acquisition multiple of 12.4x trailing EBITDA, reduced to 8.3x post-synergies, inclusive of a $70 million tax asset.

• Transaction is immediately accretive to EPS and includes $70 million in tax benefits.

• Pro forma net debt to adjusted EBITDA is approximately 2.4x.

Synergies and expected cost savings

• Expected annual run-rate synergies of $35 million–$40 million within two years, driven by supply chain savings, operational improvements, and optimized asset utilization.

• Consistent track record of achieving and exceeding synergy targets through integration and operational excellence.