M&A Acquirer Playbook

Floor & Decor Holdings, Inc. acquisition history.

Every deal, price, and strategic rationale.

Company Floor & Decor Holdings, Inc.

SEC CIK 0001507079

Tracked filings EDGAR · 8-K

Total deals tracked

Disclosed 8-K acquisitions, 2021 — present.

Aggregate disclosed value

$110M

Up to ~$110M across 2 disclosed transactions — Spartan Surfaces (up to $90M) plus Salesmaster ($20.1M); the rest of the growth story is organic store expansion.

Active acquisition years

2021 · 2023

a single commercial-surfaces deal in each active year.

Primary sectors

Commercial hard-surface flooring distribution

Spartan Surfaces (specifying distributor, Bel Air MD) and its bolt-on Salesmaster (NYC / New England).

Verified 2 deals on this page · sourced from SEC filings

All cross-references covered.

Timeline

2 deals, $110M deployed.

Plotted by close date where disclosed, otherwise announcement. Click any marker to jump to the deal entry.

The playbook

The rationale that repeats.

Three patterns show up across Floor & Decor's deal book — what the team buys, how it pays, and how it integrates. The patterns are the throughline; the individual deals below are the evidence.

Acquisition criteria

Bolt-ons that buy a sales channel, not stores.

Floor & Decor grows mostly by opening warehouse-format stores, so its rare acquisitions target capabilities its retail model lacks. Both Spartan Surfaces and Salesmaster are commercial-surfaces distributors that sell into architects, designers, and flooring contractors rather than walk-in shoppers, extending the company into a market it estimated at roughly $13 billion.

Spartan SurfacesSalesmaster Associates

Capital deployment

Build a commercial platform, then tuck more into it.

Spartan Surfaces became a wholly owned subsidiary kept under its existing management team, and the 2023 Salesmaster purchase was folded directly into Spartan rather than run separately. The pattern is a single acquired platform that then absorbs smaller regional sellers to widen geographic reach.

Spartan SurfacesSalesmaster Associates

Integration approach

Earnouts that tie price to performance.

The Spartan deal was structured with up to $18 million of contingent earn-out payments through fiscal 2024, split between earnings-margin and gross-profit targets, with $67 million in cash and $5 million in stock up front. Salesmaster likewise carried contingent consideration. Floor & Decor sizes these deals to be accretive but not material and keeps a meaningful slice of consideration at risk against post-close results.

Spartan SurfacesSalesmaster Associates

Deal book · 2 acquisitions

The full deal book.

2 acquisitions. Click any row to see the deal value, financing structure, target revenue, executive commentary, and the original SEC filing — the evidence behind the patterns above.

Spartan Surfaces is an end-to-end commercial flooring specifying distribution company headquartered in Bel Air, Maryland, serving the architectural and design community through a scalable specifying and consultative selling model. Floor & Decor acquired 100% of the issued and outstanding equity interests; Spartan operates as a subsidiary and continued to be led by its existing senior management team.

Why it was attractive

01 Gave Floor & Decor an established commercial-flooring channel into architects
02 designers
03 and contractors
04 accelerating expansion into a fragmented commercial market estimated at roughly $13 billion

Capabilities acquired

commercial flooring distributionspecifying and consultative sellingarchitect and designer relationshipsproject-based supply

We have seen strong growth in our commercial business over the last several years by providing a simplified, reliable and lower cost solution for commercial projects that leverages our merchandise sourcing and supply chain infrastructure. The addressable commercial market is large at an estimated $13 billion, and we believe Spartan Surfaces is the right strategic partner to enable us to incrementally accelerate our commercial flooring growth plans through their scalable specifying and consultative selling business model that primarily serves the architectural and design community.

Tom Taylor Chief Executive Officer, Floor & Decor

Floor & Decor's extensive sourcing and distribution capabilities of innovative, trend-forward products will serve as a key selling point for our business development team and for projects that depend on reliability and near-term supply. As we look to the future, we are excited that Floor & Decor has the experience and resources to help us accelerate our growth plans into many untapped and highly fragmented markets across the United States, while maintaining our unique culture.

Kevin Jablon Founder and CEO, Spartan Surfaces

Deal value

$90M

Up to $90 million (announced); $77.7 million total purchase consideration at acquisition-date fair value per FY2023 10-K — $63.6 million cash net of cash acquired, $9.1 million contingent consideration, and $5.0 million of common stock, plus potential earn-out of up to $18.0 million through fiscal 2024

Terms

AnnouncedMay 2021

ClosedJun 2021

StructureFull acquisition

Considerationcombination

Financials

Cash impact / synergiesCombining Floor & Decor's merchandise sourcing and supply-chain infrastructure with Spartan's specifying and consultative commercial sales model; expected to be accretive but not material to fiscal 2021 diluted EPS excluding transaction and integration costs.

Deal facts

GeographyBel Air, Maryland, United States

SegmentCommercial hard-surface flooring distribution

Integration unitOperates as a subsidiary of Floor & Decor Holdings, Inc., led by the Spartan Surfaces senior management team

Integration timelineAnnounced May 13, 2021; expected to close in the second quarter of fiscal 2021 and completed June 4, 2021.

Not disclosed in filing Target revenue / EBITDA

Fundingcombination — cash plus $5 million of Class A common stock, with up to $18 million performance-based earn-out.

SEC 8-K · Spartan Surfaces

Salesmaster Associates, Inc. is a seller of commercial surfaces that primarily serves end users and flooring contractors in New York City and certain New England markets. Floor & Decor acquired Salesmaster on June 7, 2023 as part of its continued expansion into commercial surfaces; Salesmaster is a wholly owned subsidiary of Spartan.

Why it was attractive

01 Extended the Spartan commercial-surfaces platform into the New York City and New England regions
02 serving end users and flooring contractors

Capabilities acquired

commercial surfaces distributionregional contractor and end-user sales in the New York City and New England markets

As part of the Company's continued expansion into commercial surfaces, the Company acquired a seller of commercial surfaces Salesmaster Associates, Inc. ('Salesmaster') on June 7, 2023. Total estimated consideration for the acquisition was $20.1 million, including $17.4 million of cash and contingent consideration with an estimated fair value of $2.8 million.

Floor & Decor FY2023 10-K Note 15 Acquisitions

Deal value

$20.1M

$20.1 million total estimated consideration — $17.4 million cash plus contingent consideration with an estimated fair value of $2.8 million

Terms

Disclosed in 8-KJun 2023

StructureFull acquisition

Considerationcash plus contingent consideration

Financials

Target revenue / EBITDANet sales and net earnings attributable to Salesmaster since the completion of the acquisition were immaterial to fiscal 2023.

Cash impact / synergiesGoodwill of $2.5 million primarily attributable to operational synergies and acceleration of growth strategies; recorded $5.0 million of customer relationships amortized over an estimated 12-year useful life.

Deal facts

GeographyNew York City and certain New England markets, United States

SegmentCommercial hard-surface flooring distribution

Integration unitWholly owned subsidiary of Spartan

Integration timelineCompleted June 7, 2023, during fiscal 2023; consolidated since the acquisition date.

Fundingcash plus contingent consideration.

SEC 8-K · Salesmaster Associates

End of deal book

2 acquisitions · $110M deployed ·2021 — present

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2 deals, $110M deployed.

The rationale that repeats.

Bolt-ons that buy a sales channel, not stores.

Build a commercial platform, then tuck more into it.

Earnouts that tie price to performance.

The full deal book.

Put VectorShift to workon every deal.

Put VectorShift to work
on every deal.