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Topbuild Corp.
Nov 2, 2025 at 4:53 PM UTC
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TopBuild: Acquires Specialty Products and Insulation (SPI) in All-Cash Transaction Valued at $1 Billion

TopBuild Acquires Specialty Products and Insulation (SPI) in All-Cash Transaction Valued at $1 Billion

Robert Buck, President & CEO Rob Kuhns, CFO

1

October 8, 2025





Specialty Products and Insulation (SPI) Snapshot

1982

Charlotte, NC

90

~1,000

Founded

Headquarters

Branches

Employees

  • Attractive and complementary businesses and footprint

  • Specialized engineering and fabrication capabilities

  • Talented and experienced management team

  • Track record of profitable

growth

15%

Products

85%

Mechanical Insulation Building Insulation

SPI SALES MIX1

13%

End

Market

87%

Commercial & Industrial Residential

55%

Demand

Drivers

45%

New Construction Maintenance and Repair

A Leading Specialty Distributor of Mechanical Insulation


1 For the trailing twelve months ended June 30, 2025. Excludes metal building insulation. 3



Acquisition Advances TopBuild's Growth Strategy and Drives Strong Returns



STRATEGIC RATIONALE HIGHLIGHTS

Acquired Specialty Products & Insulation for $1B

SPI is a leading specialty distributor and fabricator of mechanical insulation solutions

Expect $35M to $40M of annual run-rate cost synergies within

two years

Brings together two leading specialty distributors with
  1. strong Commercial and Industrial (C&I) end market mix

    and complementary product offerings to drive further innovation

    and even better meet customer needs

  2. Extends geographic footprint and expands mechanical insulation fabrication capabilities in highly fragmented industry
  3. Improves non-cyclical revenue mix driven by recurring maintenance and repair
  4. Drives strong return on invested capital and leverages core M&A strength
Reinforces Specialty Distribution Leadership Position


4



Brings Together Two Leading Specialty Distributors with Strong C&I End Market Mix



Complementary Product Offerings Serving C&I customers across all verticals

HVAC Systems

Duct liner Duct wrap Duct board

HVAC insulation

Building Insulation

Fiberglass Spray Foam Mineral Wool

Fiberglass batt insulation

Plumbing and Mechanical

Fiberglass pipe cover Foam glass pipe cover Rubber pipe cover Pipe and tank wrap

Calcium silicate insulation Insulation jacket systems

Data Centers Industrial

Manufacturing

Oil & Gas

Energy & Alternative Fuels

Chemical

Processing

Pharmaceuticals & Biotech

Food &

Beverage Marine

Acquisition Further Enables Best-in-Class Customer Experiences


5





Extends Mechanical Insulation Footprint and Fabrication Capabilities

  • Expands coverage across key regions, such as Northeast and Southeast U.S., including Florida

  • Enables opportunities to drive operational efficiencies

  • Improves cross-selling opportunities

    Mechanical Insulation Branches

    TopBuild SPI

    Complementary Footprint Further Supports Customers


    6



    Leverages Core M&A Strengths



    CLEARLY DEFINED M&A STRATEGY AND PROCESS

    M&A Strategy

    • Disciplined approach, rigorous diligence

    • Enhance resources and capabilities

    • Expand geographic presence and customer base

    • Value accretive growth opportunities

    • Aligns to culture and leadership

      Integration Competency





    • Dedicated integration team

    • Timely conversion to our ERP system

    • Realize synergies

      quickly

    • Leverage best practices

      Track Record of Success

    • Completed 45 acquisitions since spin-off in 2015

    • Historically exceeded

      projected synergy targets

    • Consistently expanded margins post-acquisitions

TopBuild Recognized as an Acquirer of Choice


7



Specialty Products & Insulation Transaction Overview





  • A leading specialty distributor and fabricator of value-added mechanical insulation solutions for commercial, industrial and residential end markets

  • Excludes SPI's metal building insulation (MBI) business

Financial Highlights1

  • Revenue of ~$700M as of June 30, 2025

  • EBITDA of $75M and EBITDA margin of 10.7%

  • Immediately accretive to EPS

Consideration and Valuation

  • Cash consideration of $1.0B

  • $70M of tax benefits

  • Expect $35-$40M in annual run-rate cost synergies by the end of year 2

  • Inclusive of tax asset, represents 12.4x EBITDA or 8.3x EBITDA post-synergies

Funding

  • Cash on hand, including proceeds from $750M senior notes issuance in September

  • ~2.4x pro forma Net Debt to Adjusted EBITDA as of June 30, 2025

  • Transaction closed on October 7, 2025

$35-$40M in Annual Synergies by the End of Year 2


1 For the trailing twelve months ended June 30, 2025. 8



Pro Forma Revenue Mix

TOPBUILD PRO FORMA REVENUE1 = $6.4 B

Installation

Specialty Distribution

Residential

Commercial & Industrial

New construction

22%

Demand

Drivers

78%

47%

End

Market

53%

43%

Segment

57%

Non-cyclical -maintenance/repair, re-roofing, repair/remodel

Drives more balanced segment mix

Increases C&I exposure

Grows non-cyclical revenue



~22% of TopBuild Total Revenue is Non-Cyclical

9



1 Trailing twelve months (TTM) ended June 30, 2025 historical TopBuild revenue plus TTM ended June 30, 2025 Progressive and SPI revenue. 9





Significant Cost Synergies

~$35M to $40M

SOURCES OF SYNERGIES

~$17M to $20M

SUPPLY CHAIN

  • Leverage TopBuild's scale and best practices across the supply chain and branch network

    Run-rate End Year 1 Run-rate End Year 2

    Consistent track record of successfully delivering synergies on time

    OPERATIONAL IMPROVEMENTS

  • Improve efficiencies and productivity

  • Achieve enhanced asset utilization

  • Optimize fleet and logistics

  • Reduce indirect spend

Highly complementary businesses enable substantial

synergy realization

Highly Confident in Ability to Capture Meaningful Synergies


10



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