StockWatch
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RETAIL: Building Materials
AcquisitionsJun 30, 2026, 08:07 AM

QXO Tender Offer for TopBuild Notes Sees 99.5%+ Participation

AI Summary

QXO announced the final results of its tender offers and consent solicitations for TopBuild Corp.'s 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. A significant majority of notes, 99.54% and 99.75% respectively, were validly tendered, with settlement expected on July 1, 2026. Additionally, QXO and TopBuild announced the results of the merger consideration election, with 91.0% of TopBuild stockholders electing cash, leading to a prorated distribution of cash and QXO common stock. These steps pave the way for the expected closing of the TopBuild acquisition on or about July 1, 2026.

Key Highlights

  • QXO's tender offers for TopBuild's 2032 and 2034 Senior Notes expired on June 29, 2026.
  • 99.54% ($497.723M) of 2032 Notes and 99.75% ($748.093M) of 2034 Notes were validly tendered.
  • Settlement for tendered notes is expected on July 1, 2026, coinciding with the TopBuild acquisition closing.
  • Consents were obtained to amend indentures, eliminating restrictive covenants and change of control offers.
  • 91.0% of TopBuild stockholders elected Cash Consideration for the merger.
  • Elected cash consideration was prorated to approximately $249.71 cash and 10.211 QXO shares per TopBuild share.
  • The acquisition of TopBuild is expected to close on or about July 1, 2026.