TopBuild Escrow Corp. $400 Million Notes Offering


Davis Polk advised the joint book-running managers on a Rule 144A/Regulation S offering by TopBuild Escrow Corp., a wholly owned subsidiary of TopBuild Corp., of $400 million aggregate principal amount of its 5.625% senior notes due 2026.


Merrill Lynch, Pierce, Fenner & Smith Incorporated, acted as representative of the initial purchasers.

The notes are to be assumed by TopBuild Corp. upon satisfaction of certain escrow conditions related to its pending acquisition of USI Legend Parent, Inc., the indirect parent of United Subcontractors Inc., a provider of insulation, installation and distribution services to residential and commercial construction markets in the United States.

TopBuild Corp., headquartered in Daytona Beach, Florida, is a purchaser, installer and distributor of insulation products to the United States construction industry.

The Davis Polk corporate team included partner Michael Kaplan (Picture), counsel Jeffrey S. Ramsay and associate Rahim Manji. Partner Michael Farber provided tax advice. Counsel David A. Zilberberg provided environmental advice. Counsel Charles Shi provided ERISA advice. All members of the Davis Polk team are based in the New York office.

Involved fees earner: Michael Kaplan – Davis Polk & Wardwell; Jeffrey Ramsay – Davis Polk & Wardwell; Rahim Manji – Davis Polk & Wardwell; Michael Farber – Davis Polk & Wardwell; David Zilberberg – Davis Polk & Wardwell; Charles Shi – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Merrill Lynch, Pierce, Fenner & Smith Incorporated;