QXO receives high participation in TopBuild debt tender offers
QXO Inc. (NYSE: QXO) announced that its subsidiary received strong participation in tender offers for TopBuild Corp.'s outstanding senior notes, with bondholders tendering 99.54% of the $500 million 4.125% notes due 2032 and 99.72% of the $750 million 5.625% notes due 2034.
The tender offers are part of QXO's pending acquisition of TopBuild. QXO's wholly-owned subsidiary Titanium MergerCo received $497.7 million in aggregate principal amount of the 2032 notes and $747.9 million of the 2034 notes by the early tender deadline of June 11, 2026.
The company secured requisite consents from bondholders, allowing TopBuild to execute supplemental indentures that eliminate the requirement for a change of control offer related to the acquisition. The amendments also remove substantially all restrictive covenants and most events of default, except those related to principal and interest payment failures.
Holders who tendered notes by the early deadline will receive $1,011.25 per $1,000 principal amount, which includes a $50 early tender payment. Those tendering after the early deadline but before expiration will receive $961.25 per $1,000 principal amount.
The tender offers expire at 5:00 p.m. New York time on June 29, 2026, with settlement expected two business days later. QXO anticipates extending the expiration date to align with the TopBuild acquisition closing. The tender offers are conditional on the concurrent completion of the TopBuild acquisition under the April 18, 2026 merger agreement.
Morgan Stanley serves as dealer manager for the tender offers.
