QXO has launched cash tender offers for all of TopBuild’s outstanding senior notes, setting the same price for both bond issues while adding a $50 early tender payment for holders who act by June 11.
For TopBuild’s $500 million of 4.125% senior notes due 2032 and $750 million of 5.625% senior notes due 2034, QXO is offering $961.25 per $1,000 principal amount, plus the $50 early tender payment, for a total of $1,011.25 per $1,000 for notes tendered by the early deadline and accepted.
That means the two debt issues, which total $1.25 billion in principal, are being targeted at the same price despite different maturities and coupon rates. Holders tendering after the early deadline but before the June 29 expiration would receive $961.25 per $1,000, or $50 less than early tenders.
QXO is also seeking consent from noteholders to amend both indentures. For each series, it needs consents from holders of more than half of the outstanding principal amount, excluding notes held by TopBuild, its guarantors, or affiliated parties.
The proposed amendments would remove the change-of-control offer requirement tied to QXO’s acquisition of TopBuild, strip out substantially all restrictive covenants, ease defeasance conditions, and leave only payment defaults as events of default.
The tender offers and consent solicitations are tied to QXO’s pending acquisition of TopBuild and are conditioned on that deal closing. The early tender deadline is June 11, and the offers expire June 29. The market has reacted to these announcements by moving the company's shares -2.43% to a price of $17.25. For the full picture, make sure to review QXO's 8-K report.
