QXO, Inc. 8-K

What Happened
QXO, Inc. reported early tender results on June 12, 2026 for tender offers and consent solicitations made by its subsidiary Titanium MergerCo, Inc. in connection with QXO’s pending acquisition of TopBuild. Holders validly tendered $497,723,000 (99.54%) of TopBuild’s 4.125% Senior Notes due 2032 and $747,893,000 (99.72%) of the 5.625% Senior Notes due 2034 before the June 11, 2026 early tender deadline. Tendered notes submitted before the early deadline will be accepted at $1,011.25 per $1,000 of principal plus accrued interest, subject to the Offer to Purchase terms. Supplemental indentures to both note indentures were executed and will eliminate the change-of-control offer requirement, remove substantially all restrictive covenants, narrow defeasance conditions, and remove all defaults except failures to pay principal and interest — but those amendments only become operative if the Offeror accepts tenders satisfying the required consents.

Key Details

• Tendered amounts: $497,723,000 of 2032 Notes (99.54%) and $747,893,000 of 2034 Notes (99.72%).
• Purchase price for early-tendered notes: $1,011.25 per $1,000 plus accrued interest.
• Important dates: Early Tender/Withdrawal Deadline — June 11, 2026; press release filed June 12, 2026; Tender Offers expire June 29, 2026 (Offeror expects to extend until acquisition can close with settlement).
• Legal changes: Supplemental indentures executed with Trustee (U.S. Bank Trust Company) to implement amendments that remove the change-of-control offer and most covenants; these become effective only upon acceptance of tenders meeting the Requisite Consents.

Why It Matters
For investors, these results signal that nearly all outstanding bonds in both series have been tendered and that the Offeror secured the consents needed to amend the note terms. If accepted and settled, the supplemental indentures will reduce contractual protections for the affected bondholders (eliminating the change-of-control offer and most covenants) and leave default remedies limited to nonpayment. The premium tender price (slightly above par) will result in cash payouts to tendering bondholders at settlement, and the transaction structure is designed to facilitate QXO’s planned acquisition of TopBuild.