QXO has launched cash tender offers for all of TopBuild’s outstanding senior notes, putting up nearly $1.76 billion in principal across two bond issues as part of its pending acquisition of the company.
The offers target TopBuild’s 4.125% senior notes due 2032, with $500 million outstanding, and its 5.625% senior notes due 2034, with $750 million outstanding. For each $1,000 principal amount tendered, QXO is offering $961.25 in cash, plus a $50 early tender payment for holders who submit by the early deadline. That brings the total payout to $1,011.25 per $1,000 for early tenders.
The early tender deadline is June 11, 2026. The final expiration date is June 29, 2026. Notes tendered after the early deadline but before expiration will receive $961.25 per $1,000, without the $50 early payment.
QXO is also asking bondholders to consent to amendments that would strip out several protections in the indentures. The proposed changes would eliminate the change-of-control offer requirement tied to QXO’s acquisition of TopBuild, remove substantially all restrictive covenants, reduce defeasance conditions, and leave only payment defaults as events of default.
For the amendments to take effect in either bond series, consents must come in from holders of more than half of the outstanding principal amount of that series, excluding notes held by TopBuild or its affiliates.
If the offers succeed, QXO expects the bond transactions to close only if its acquisition of TopBuild is completed at substantially the same time. The market has reacted to these announcements by moving the company's shares -2.43% to a price of $17.25. For more information, read the company's full 8-K submission here.
