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Get filing alertsQXO secures 99.5%+ acceptance in $1.25B TopBuild note tender, strips bondholder protections
Filed June 12, 2026 · Period ending June 12, 2026 · ~1 min read
Key Changes
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high
QXO's subsidiary received 99.54% acceptance on TopBuild's $500M 2032 notes and 99.72% on $750M 2034 notes, paying $1,011.25 per $1,000 principal plus accrued interest.
Item 8.01 — Other Events verify on EDGAR → -
high
Majority bondholder consents enabled amendments eliminating change-of-control put rights, substantially all restrictive covenants, and all default triggers except payment failures.
Item 8.01 — Other Events verify on EDGAR → -
medium
Tender offers expire June 29, 2026, but QXO expects to extend the deadline so settlement coincides with closing the TopBuild acquisition under the April 18, 2026 merger agreement.
Item 8.01 — Other Events verify on EDGAR →
Summary
QXO disclosed overwhelming acceptance in its tender offers for TopBuild's $1.25 billion senior notes, with over 99.5% of both the 2032 and 2034 series tendered by the early deadline. Tendering holders will receive a modest premium—$1,011.25 per $1,000 principal—plus accrued interest, with settlement expected to align with the TopBuild acquisition closing. The high acceptance rate gave QXO the majority consents needed to amend TopBuild's note indentures, stripping nearly all bondholder protections.
The amendments eliminate change-of-control put rights (which would have allowed noteholders to demand repurchase at par upon the acquisition), remove substantially all restrictive covenants, and limit default triggers to payment failures only. These changes become operative when the tendered notes are accepted for purchase, effectively clearing the path for QXO's acquisition by neutralizing bondholder defenses. The tender offers are scheduled to expire June 29, 2026, though QXO anticipates extending that date to synchronize settlement with the merger closing.
Section-by-Section Diff
Event · Exhibit 99.1
QXO's subsidiary received 99.5%+ tenders of TopBuild's $1.25B senior notes, securing consents to eliminate change-of-control protections.
Added in current filing · view on EDGAR → · paraphrased
Aggregate Principal Amount Outstanding: US $500,000,000 ... Aggregate Principal Amount of Early Tender Notes: $497,723,000 ... Percent of Outstanding Principal Amount Tendered: 99.54% ... Aggregate Principal Amount Outstanding: US $750,000,000 ... Aggregate Principal Amount of Early Tender Notes: $747,893,000 ... Percent of Outstanding Principal Amount Tendered: 99.72%
QXO's subsidiary received early tenders for 99.54% of TopBuild's $500 million 4.125% 2032 notes and 99.72% of the $750 million 5.625% 2034 notes by the June 11 deadline. Tendering holders will receive $1,011.25 per $1,000 principal (including a $50 early tender premium) plus accrued interest, with final settlement expected to coincide with the TopBuild acquisition closing.
Added in current filing · verify on EDGAR →
Because the Company received consents in respect of a majority of the aggregate principal amount of each series of Notes then outstanding ... TopBuild executed and delivered a supplemental indenture to each Indenture ... (i) eliminating the requirement to make a “Change of Control Offer” for the related Notes in connection with the TopBuild Acquisition and future transactions, (ii) eliminating substantially all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminating certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the Notes and (iv) eliminating all events of default other than events of default relating to the failure to pay principal of and interest on the Notes
QXO secured majority bondholder consents to amend TopBuild's note indentures, removing change-of-control put rights, substantially all restrictive covenants, and most default triggers. These amendments become operative when the tendered notes are accepted for purchase, effectively stripping bondholder protections in connection with the acquisition.
Event · Item 8.01 — Other Events
QXO announced 99.5%+ acceptance in tender offers for TopBuild's $1.25B senior notes, securing bondholder consents to strip covenants.
Added in current filing · verify on EDGAR →
The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on June 29, 2026, unless extended or earlier terminated by the Offeror (the “Expiration Date”). The Offeror anticipates extending the Expiration Date until such time that the TopBuild Acquisition may be consummated substantially concurrently with the Settlement Date.
The tender offers are scheduled to expire June 29, 2026, but QXO expects to extend that deadline so the note settlement occurs simultaneously with closing the TopBuild acquisition. This timing coordination ensures the covenant stripping becomes effective only when the merger completes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify