Greetings and welcome to the TopBuild acquisition of Specialty Products and Insulation (SPI) in an all-cash transaction valued at $1 billion conference call. At this time, all participants are in a listen-only mode. A question- and- answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, PI Aquino, Vice President Investor Relations for TopBuild. Thank you. You may begin.
Good morning, everyone, and thanks for joining us on such short notice. With me today are Robert Buck, our President and CEO, and Rob Kuhns, our CFO.
Earlier this morning, we issued a press release announcing that we've completed the acquisition of Specialty Products and Insulation, or SPI, a leading specialty distributor and fabricator of mechanical insulation solutions for commercial, industrial, and residential end markets. Many of our remarks today will include forward-looking statements, which are subject to known and unknown risks and uncertainties, including those set forth in this morning's press release and in the company's SEC filings. The company assumes no obligation to update any forward-looking statements because of new information, future events, or otherwise. Please note that some of the financial measures to be discussed during this call will be on a non-GAAP basis. These non-GAAP measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
We've provided a reconciliation of these financial measures to the most comparable GAAP measures in today's press release and presentation, both of which are available on our website at topbuild.com. Let me now turn the call over to our President and CEO, Robert Buck.
Good morning. Thank you for joining us. As PI noted, we announced this morning that we have successfully closed on the acquisition of Specialty Products and Insulation (SPI) in an all-cash transaction valued at $1 billion. This is an exciting day for TopBuild and our shareholders, as we're taking another step forward to deliver on our growth strategy. Let me start by covering the SPI business at a high level and our strategic rationale, and then I'll turn it over to Rob to talk about the financials before we open it up for Q&A. SPI is a leading specialty distributor and fabricator of mechanical insulation solutions in the U.S. and Canada. The company is based in Charlotte, North Carolina, and has 90 branches and approximately 1,000 employees across North America.
We've had the pleasure of getting to know Ray Sears and the SPI team over the last few years, and they've done a great job driving steady growth and profit improvement. Both TopBuild and SPI have similar corporate values and culture, with a strong emphasis on people, safety, integrity, and execution. We're excited to welcome SPI's experienced and talented team to the TopBuild family. The SPI acquisition represents the next phase of expansion in our mechanical insulation business, bringing together two specialty distribution leaders, each with a strong presence in the commercial and industrial end markets. SPI is a great complement to our existing specialty distribution business and enables us to further expand our installation solutions for customers across all verticals: data centers, energy, industrial manufacturing, and marine, just to name a few.
For those of you that are less familiar with mechanical insulation, it is any form of insulation designed to install equipment in commercial and industrial facilities and to use in both high and low-temperature applications. It includes the protective coverings applied to pipes, ducts, and other equipment to regulate temperature, reduce noise, and improve energy efficiency. It also helps protect workers from exposure to extreme temperatures. The transaction extends our geographic footprint and expands our value-added fabrication capabilities for engineered mechanical insulation parts, better enabling us to serve our customers' needs. The combination of SPI and our current mechanical insulation business creates opportunities for us to drive operational excellence throughout the organization. In the presentation, we've included a map showing the combination of SPI and TopBuild's mechanical insulation branches, and as you can see, SPI's branch network is complementary.
SPI also enables us to expand into some key white spaces, such as Florida, where today we don't have a mechanical insulation distribution presence. SPI has a strong presence in the Southeast and Northeast, both of which are important markets for mechanical insulation. We also see strong potential to share leads and capture cross-selling opportunities for our building envelope installation and commercial roofing installation services. The SPI transaction also improves our non-cyclical revenue mix. More than half of SPI's sales are driven by maintenance, repair, and replacement activity. As a result, the acquisition improves our revenue resiliency, something Rob will get into more detail in his remarks. Finally, the transaction drives strong return on invested capital and leverages our core strength in M&A. The complementary nature of SPI's business gives us great confidence in our ability to drive $35 million- $40 million in annual run-rate synergies within two years.
Those of you that have followed TopBuild closely have heard us talk about our core strengths and specifically M&A being a core competency. We have a clearly defined strategy and process and are very disciplined around identifying and executing strategic M&A. Having now completed 45 acquisitions in the last 10 years, we have a strong track record of success. We're experienced at integrating companies, converting them onto our ERP, and realizing synergies. Through the acquisition of SPI, we're once again putting our M&A expertise to good use. With that, let me hand it over to Rob to discuss a couple of other very attractive features of the deal.
Good morning, everybody, and thanks for joining us. Let me reiterate how excited we are to announce the SPI transaction. We believe the transaction provides significant value for our shareholders and is a great use of capital. We're acquiring a well-run company that is complementary to TopBuild and has a solid track record of driving profitable growth. Let me start with the financial details of the transaction. The cash consideration for SPI was $1 billion. Revenue for the trailing 12 months ended June 30th, 2025, was approximately $700 million. The company generated $75 million of EBITDA for the same period, representing a margin of 10.7%. This represents an acquisition multiple of 12.4x trailing twelve months EBITDA, inclusive of a $70 million tax asset. We expect annual run-rate synergies of $35 million- $40 million within two years, which takes the transaction to an 8.3x EBITDA multiple post-synergies.
We have a consistent track record of achieving synergies and expect to drive a combination of supply chain savings and operational improvements. The transaction closed on October 7 and was funded with cash on hand, including the proceeds from our $750 million senior notes issuance in September. Pro forma for the transaction, our net debt to adjusted EBITDA as of June 30, 2025, is approximately 2.4x . We've included a slide in our presentation that gives you a view of TopBuild's trailing twelve months pro forma revenue. Total pro forma revenue for TopBuild is $6.4 billion for the trailing 12 months ended June 30th, 2025. Specialty distribution, inclusive of SPI, will now account for 43% of our annual revenue. Revenue from the commercial and industrial end markets will now account for 47% of total TopBuild revenue.
This transaction also improves TopBuild's revenue resiliency as our non-cyclical revenue is now approximately 22% of total sales. In closing, I would like to welcome the SPI team to TopBuild. I'm extremely confident that the combination of our companies will be a success for our customers, our employees, and our shareholders. With that, let me hand it back over to Robert to wrap up our prepared remarks.
The acquisition of SPI is another important step for TopBuild. Bringing together two leading specialty distributors with a strong commercial and industrial end-market mix reinforces our leadership position so that we can drive innovation and better meet customers' needs. SPI's geographic reach and fabrication capabilities enable us to extend our footprint and create opportunities to drive operational efficiencies across our branch network.