QXO Inc has announced that its cash tender offer and consent solicitation for two series of TopBuild's senior notes has been met with exceptionally high acceptance, with the related amended terms now officially effective. This development clears a major obstacle for the completion of QXO's acquisition of TopBuild.

The tender offer was initiated by Titanium MergerCo, a wholly-owned subsidiary of QXO Inc. It covered TopBuild's $500 million principal amount of 4.125% senior notes due 2032 and its $750 million principal amount of 5.625% senior notes due 2034. By the early tender deadline of June 11, approximately $497.7 million of the 2032 notes were validly tendered, representing 99.54% of the outstanding principal. For the 2034 notes, about $447.9 million were validly tendered, an acceptance rate as high as 99.72%.

Holders who tendered their notes by the early deadline will receive a total consideration of $1,011.25 per $1,000 principal amount, which includes an acquisition price of $961.25 and an early tender premium of $50. Holders tendering after the deadline will receive the acquisition price of $961.25 per $1,000 principal amount, without the early premium.

As the company has received consents from a majority of the outstanding principal of each series of notes, TopBuild has executed supplemental indentures to amend the relevant terms. The amendments include the elimination of the obligation to make a change of control offer triggered by the acquisition, the removal of substantially all restrictive covenants, and the removal of most events of default other than the failure to pay principal or interest.

This tender offer is conditional upon the completion of QXO Inc's acquisition of TopBuild. QXO expects to extend the expiration date so that the settlement date aligns with the closing of the acquisition. The acquisition proposal has already been approved by shareholders of both companies, with the transaction expected to be completed in early July.