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Get filing alertsQXO completes TopBuild debt tender at 99%+; stockholders elect 91% cash, triggering proration
Filed June 30, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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high
QXO subsidiary tendered 99.54% of TopBuild's $500M 2032 notes and 99.75% of $750M 2034 notes at premiums to par, settling July 1 and clearing nearly all existing debt ahead of acquisition close.
Item 8.01 verify on EDGAR → -
high
91% of TopBuild stockholders elected cash consideration, triggering proration to $249.71 cash plus 10.211 QXO shares per share (vs. full $505 cash election), reflecting strong cash preference and affecting QXO's post-merger ownership structure.
Exhibit 99.2 view on EDGAR → -
high
Sufficient consents obtained to eliminate change-of-control provisions, substantially all restrictive covenants, and most events of default from TopBuild note indentures, amendments operative at settlement.
Exhibit 99.1 view on EDGAR → -
medium
TopBuild issued conditional redemption notices for any remaining notes not tendered at $1,011.25 per $1,000 principal plus accrued interest, ensuring complete retirement of both note series at closing.
Exhibit 99.1 view on EDGAR → -
high
Transaction expected to close July 1, 2026, one day after election results announced, with all material approvals and conditions apparently satisfied.
Exhibit 99.2 view on EDGAR →
Summary
QXO disclosed the successful completion of two critical pre-closing steps for its TopBuild acquisition: a near-total debt tender and stockholder merger-consideration elections that reveal strong cash preference.
The subsidiary tendered 99.54% of TopBuild's $500 million 2032 notes and 99.75% of its $750 million 2034 notes, paying modest premiums ($1,011.25 per $1,000 principal for early tenders, $961.25 for late) and obtaining consents to strip out change-of-control protections and most covenants. Settlement is July 1, the expected closing date, leaving QXO to assume minimal legacy debt.
The stockholder election results are more revealing: 91% of TopBuild shares elected cash consideration, far exceeding the transaction's cash allocation cap and triggering proration mechanics. Instead of the full $505 cash election, those stockholders will receive approximately $249.71 cash plus 10.211 QXO shares per TopBuild share. Only 9% will receive the full stock consideration of 20.200 QXO shares. This lopsided preference for cash over QXO equity may signal stockholder skepticism about QXO's valuation or a simple liquidity preference, and it materially affects QXO's post-merger share count and ownership dilution. The transaction is on track to close July 1, 2026, completing QXO's entry into the building products distribution sector.
Section-by-Section Diff
Event · Item 8.01 — Other Events
QXO announces 99.5%+ acceptance of TopBuild debt tender offers and discloses TopBuild stockholder merger-consideration election results.
Added in current filing · verify on EDGAR →
$497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $748,093,000 in aggregate principal amount of the 2034 Notes, equal to 99.75% of the outstanding amounts of such notes, were validly tendered (and not validly withdrawn) as of the Tender Offer Expiration Date.
QXO's subsidiary successfully tendered for nearly all of TopBuild's outstanding senior notes: 99.54% of the $500 million 2032 Notes and 99.75% of the $750 million 2034 Notes. Notes tendered by the early deadline (June 11) were purchased at $1,011.25 per $1,000 principal; notes tendered after that but by the June 29 expiration were purchased at $961.25 per $1,000 principal, plus accrued interest. Settlement is expected July 1, 2026. This near-complete acceptance clears most of TopBuild's existing debt ahead of QXO's acquisition.
Added in current filing · verify on EDGAR →
On June 30, 2026, QXO and TopBuild issued a joint press release announcing the results of the election by TopBuild stockholders regarding the form of merger consideration they wish to receive in connection with QXO’s acquisition of TopBuild.
TopBuild stockholders have completed their election on the form of merger consideration (cash vs. stock) they will receive when QXO acquires TopBuild. The 8-K references a joint press release with the election results but does not disclose the specific breakdown in the body text. This election determines the mix of cash and equity QXO will pay, which affects QXO's financing needs and post-merger ownership structure.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Any eligible holder that validly tendered their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) (and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026) were accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of such Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Settlement Date. Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline but at or prior to the Expiration Date were accepted for purchase at a price of $961.25 per $1,000 of principal amount of such Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Settlement Date.
Early tenders received $1,011.25 per $1,000 principal (a modest premium to par) plus accrued interest, while late tenders received $961.25 per $1,000 principal plus accrued interest. The pricing structure incentivized early participation in the tender offer. Note: these figures were previously disclosed in the company's Jun 12, 2026 8-K.
Event · Exhibit 99.2
Added in current filing · view on EDGAR → · paraphrased
TopBuild stockholders of record representing approximately 1.4% of the outstanding shares of TopBuild common stock elected to receive the Stock Consideration; TopBuild stockholders of record representing approximately 7.6% of the outstanding shares of TopBuild common stock did not make a valid election or did not deliver a valid election by the Election Deadline and are therefore deemed to have elected to receive the Stock Consideration in accordance with the terms of the merger agreement.
Only 1.4% of TopBuild stockholders affirmatively elected stock consideration, while an additional 7.6% made no election and are deemed to have elected stock (totaling 9% receiving the full 20.200 shares of QXO common stock per TopBuild share). The stark preference for cash over stock may reflect stockholder views on relative valuations or liquidity preferences.
Added in current filing · view on EDGAR →
The parties expect the Transaction to close on or about July 1, 2026, subject to the satisfaction or waiver of customary closing conditions.
QXO's acquisition of TopBuild is expected to close on or about July 1, 2026, one day after this announcement. The election deadline was June 29, 2026, and the rapid timeline suggests all material approvals and conditions have been satisfied.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify