QXO said holders of TopBuild’s notes tendered nearly all of both bond issues by the early deadline, clearing the way for a key step in its pending acquisition of TopBuild.
For TopBuild’s $500 million of 4.125% senior notes due 2032, holders tendered $497.723 million, or 99.54% of the principal outstanding. For the $750 million of 5.625% senior notes due 2034, holders tendered $747.893 million, or 99.72% of the outstanding principal.
QXO also said it received the consents needed from a majority of the outstanding principal of each series, excluding certain company-related holdings. As a result, TopBuild executed supplemental indentures that remove the change-of-control offer requirement tied to the acquisition and future transactions, eliminate substantially all restrictive covenants, remove certain defeasance conditions, and strip out all events of default except those tied to missed principal and interest payments.
Holders who tendered by the early deadline are set to receive $1,011.25 per $1,000 principal amount accepted for purchase, including a $50 early tender payment. Those who tender after the early deadline but before the June 29 expiration date would receive $961.25 per $1,000, without the early payment.
The company said the tender offers remain scheduled to expire on June 29, with settlement expected on the second business day after expiration, and QXO said it anticipates extending the deadline so settlement lines up with the TopBuild acquisition closing. Following these announcements, the company's shares moved 1.18%, and are now trading at a price of $16.775. For more information, read the company's full 8-K submission here.
