TopBuild announces termination of agreement to acquire SPI, pays $23M fee

TopBuild announced the mutual termination of its agreement to acquire Specialty Products and Insulation, or SPI, originally announced on July 27, 2023. Robert Buck, President and Chief Executive Officer of TopBuild, stated, “Over the last several months, we worked cooperatively to explore alternatives in a manner consistent with the Department of Justice’s view of the metal building insulation (“MBI”) business, which they defined narrowly. Because the parties were not able to agree to terms at a value that worked for both parties and that would be likely to obtain regulatory approval within the DOJ’s view of the MBI business, we have agreed to terminate the transaction. We intend to stay active on the acquisition front. We have a robust pipeline of opportunities, a core competency in integrating businesses and a proven M&A track record. Our total addressable market is more than $18 billion across the highly fragmented residential, commercial, and industrial and mechanical insulation end markets, and we continue to believe that reinvesting our strong free cash flow to make acquisitions will drive increased shareholder value.” The parties agreed to terminate the transaction and withdrew their Hart-Scott Rodino filings effective April 22. Under the terms of the purchase agreement, TopBuild paid a termination fee of $23M.