QXO完成收購TopBuild票據要約，獲逾99%持有人接納

EX-99.1
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tm2618991d6_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

QXO Announces the Expiration and Final Results
of Cash Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.’s 4.125% Senior Notes due 2032 and 5.625% Senior
Notes due 2034

 

GREENWICH, Conn. – June
30, 2026 – QXO, Inc. (“QXO”) (NYSE: QXO) announced today the expiration and final results of the previously
announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) by
QXO’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Company”), for the (i) $500.0
million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million
aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032
Notes, the “Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations
expired at 5:00 p.m., New York City time, on June 29, 2026 (the “Expiration Date”). No tenders submitted after the
Expiration Date are valid.

 

According to information provided
to the Company by D.F. King & Co., Inc., the information and tender agent (the “Information and Tender Agent”)
for the Tender Offers and Consent Solicitations, as of the Expiration Date, Notes were validly tendered and not validly withdrawn with
respect to (i) $497,723,000 aggregate principal amount of the 2032 Notes, representing approximately 99.54% of the outstanding 2032
Notes, and (ii) $748,093,000 aggregate principal amount of the 2034 Notes, representing approximately 99.75% of the outstanding
2034 Notes.

 

The Company has accepted for purchase all Notes
that were validly tendered (and not validly withdrawn) in the Tender Offers and Consent Solicitations. The “Settlement Date”
for the Tender Offers and Consent Solicitations is expected to be July 1, 2026, substantially coinciding with, and contingent upon, the
expected closing of QXO’s acquisition of TopBuild (the “TopBuild Acquisition”).

 

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.

 

On the Early Tender Deadline, the Company received
consents sufficient to amend the applicable Indentures governing the Notes to (i) eliminate the requirement to make a “Change of
Control Offer” for the related Notes in connection with the TopBuild Acquisition and future transactions, (ii) eliminate substantially
all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and
covenant defeasance in the applicable Indenture and the Notes and (iv) eliminate all events of default other than events of default relating
to the failure to pay principal of and interest on the Notes (collectively, the “Proposed Amendments”). On the Early
Tender Deadline, TopBuild and the trustee of each series of Notes entered into a supplemental indenture to each Indenture to effect the
Proposed Amendments, both of which will become operative on the Settlement Date.

 

 

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On June 18, 2026, TopBuild issued conditional
notices of redemption to redeem any Notes remaining outstanding upon consummation of the Tender Offers and Consent Solicitations at a
redemption price equal to $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 Notes up to, but not including, the redemption date, which is intended to be the Settlement Date. The redemptions
are conditioned upon the consummation of the Tender Offers and Consent Solicitations. This press release does not constitute a notice
of redemption with respect to the Notes.

 

The terms and conditions of
the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026
(the “Offer to Purchase and Consent Solicitation Statement”). The consummation of the Tender Offers and Consent Solicitations
for the Notes of either series is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the
Offer to Purchase and Consent Solicitation Statement, including, among other things, the substantially concurrent consummation of the
TopBuild Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 18, 2026 (as it may be amended
from time to time, the “Merger Agreement”), by and among QXO, the Company, Titanium MergerCo 2, LLC and TopBuild.

 

This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.

 

Morgan Stanley & Co. LLC acted as the dealer
manager and solicitation agent (the “Dealer Manager”) in the Tender Offers and Consent Solicitations. D.F. King &
Co., Inc. was retained to serve as both the Information and Tender Agent for the Tender Offers and Consent Solicitations. Questions regarding
the Tender Offers and Consent Solicitations should be directed to the Dealer Manager at (800) 624-1808 (Toll-Free) or (212) 761-1057
(Collect Number). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should
be directed to D.F. King & Co., Inc. at [email protected] (email), (866) 796-6867 (U.S. Toll-Free) or (646) 698-8770 (Banks
and Brokers).

 

About QXO

 

QXO, Inc. (NYSE: QXO) is the
largest publicly traded distributor of roofing, waterproofing, and related products and the second largest publicly traded distributor
of lumber and building materials in North America. QXO is the fastest growing company in the $800 billion building products distribution
industry and plans to become the tech-enabled leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders.
The company is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. Visit
www.qxo.com for more information.

 

 

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Forward-Looking Statements

 

This communication contains forward-looking statements.
Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the
closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial
position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.
These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not
place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”
 “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
 “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results
to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially
from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the
anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed
acquisition; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships
with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change
or other circumstance or condition that could give rise to the termination of the Merger Agreement, including circumstances that require
the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated,
including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation
and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition
may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive
or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding
general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties
set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each
company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, and a Registration
Statement on Form S-4/A filed by QXO with the SEC on May 29, 2026 in connection with the proposed transaction. Forward-looking statements
should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking
statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of
these statements in light of new information or future events, except to the extent required by applicable law.

 

Media Contact

 

Joe Checkler

[email protected]
203-609-9650

 

Investor Contact

 

Mark Manduca
[email protected]
203-321-3889