Drew M. Altman and Jaret L. Davis, with Greenberg Traurig. Photo: J. Albert Diaz

Jaret Davis and Drew Altman

Greenberg Traurig

The Greenberg Traurig legal team helped coordinate a $475 million merger requiring regulatory approval and $400 million in financing to make it possible.

Miami co-managing shareholder Jaret Davis and shareholder Drew Altman represented TopBuild Corp., the largest U.S. insulation distributor and installer, in its $475 million acquisition of United Subcontractors Inc., which closed May 1.

The attorneys also represented publicly traded TopBuild in a $400 million offering of 5.625 percent senior notes due in 2026 to qualified institutional buyers, which closed April 25.

The combination of Daytona Beach-based Top Build with Minnesota-based United, another large player in the industry, and the financing deal required considerable strategic planning by the attorneys, their client and bankers.

TopBuild became a standalone public company in 2015 following its spinoff from Masco Corp., and this was its largest acquisitions to date. The deal was considered transformative because of the significant increase in size that would result.

To help sway the Federal Trade Commission to stay on the sidelines, the attorneys enlisted the help of an econometrics firm to prove the insulation market was so fragmented that the merger would not give TopBuild control of the market. A significant deal point also addressed how the parties would bear costs if the regulator required modifications to the corporate structure.

The financing entailed a special purposes entity owned by TopBuild issuing the notes and escrowing the proceeds before closing. Escrowed funds were available solely for the acquisition. If the deal didn't close, the special purposes company would have been required to redeem the notes.

TopBuild used the net proceeds from the note sale and proceeds from a delayed-draw term loan under an existing secured credit facility to complete the purchase.

The purchase created a combined company with nearly 10,000 employees, about 300 installation and distribution facilities and 2017 revenue of $2.3 billion.

“Turning strategy into reality is especially exciting,” Altman said.