MergerJun 12, 2026, 04:32 PM
TopBuild Amends Senior Note Indentures to Facilitate QXO Merger
AI Summary
TopBuild Corp. entered into two Supplemental Indentures on June 11, 2026, to amend the terms of its 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034. These amendments, made in connection with the previously announced acquisition by QXO, Inc., eliminate the change of control offer requirement, substantially all restrictive covenants, certain defeasance conditions, and most events of default. The changes became effective upon execution but will only become operative once specific conditions related to the tender offers and the merger are met, following consent from a majority of noteholders.
Key Highlights
- TopBuild Corp. entered into Supplemental Indentures for its 4.125% Senior Notes due 2032 and 5.625% Senior Notes due 2034.
- Amendments eliminate the "Change of Control Offer" requirement related to the QXO, Inc. acquisition.
- Substantially all restrictive covenants in the applicable indentures and notes are removed.
- Certain conditions for legal and covenant defeasance are eliminated.
- All events of default, except for failure to pay principal and interest, are removed.
- Amendments are effective immediately but become operative upon satisfaction of tender offer and merger conditions.
- Consents for the amendments were received from a majority of noteholders for each series.
Price Impact
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