QXO launches tender offers for TopBuild notes worth $1.25 billion

QXO Inc. (NYSE: QXO) announced cash tender offers to purchase all outstanding senior notes of TopBuild Corp. in connection with its pending acquisition of the company, according to a press release statement.

Through its subsidiary Titanium MergerCo Inc., QXO commenced offers for TopBuild's $500 million of 4.125% Senior Notes due 2032 and $750 million of 5.625% Senior Notes due 2034. The company is offering $961.25 per $1,000 principal amount for both series of notes, with an additional $50 early tender payment for notes submitted by June 11, 2026.

The tender offers expire at 5:00 p.m. New York time on June 29, 2026. Holders who tender notes before the early deadline will receive the full consideration of $1,011.25 per $1,000 principal amount, while those tendering after the deadline will receive $961.25.

QXO is simultaneously soliciting consents from noteholders to amend the bond indentures. The proposed amendments would eliminate the requirement for a "Change of Control Offer," remove most restrictive covenants, and eliminate certain events of default. The amendments require approval from holders of at least a majority of each series' outstanding principal amount.

The tender offers are conditional on the completion of QXO's acquisition of TopBuild under the merger agreement dated April 18, 2026. Morgan Stanley & Co. LLC serves as dealer manager for the transactions.

Noteholders will also receive accrued interest from the last payment date through the settlement date for accepted notes.

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