TopBuild Corp 8K

TopBuild Corp. executed a supplemental indenture on June 11, 2026 that, contingent on the completion of a tender offer and related merger transaction, strips many covenants, events of default, and successor provisions from the indenture governing its 5.625% Senior Notes due 2034.

On June 11, 2026, TopBuild Corp. entered into a First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee, to amend the existing indenture governing its $750 million 5.625% Senior Notes due 2034 in connection with a tender offer and consent solicitation launched by Titanium MergerCo, Inc., a wholly owned subsidiary of QXO, Inc. The supplemental indenture, which becomes effective upon execution but only becomes operative if and when specified closing conditions for the tender offer and consent solicitation (including acceptance and payment for tendered notes and satisfaction or waiver of the merger condition and other conditions) are met, eliminates numerous restrictive covenants and related provisions from the indenture—such as reporting, asset sale, affiliate transaction, change of control repurchase, compliance certificate, future guarantor, lien, existence, covenant termination covenants, several events of default, portions of the defeasance conditions, and the operation of the successor issuer article—thereby significantly reducing protections and covenants benefiting the noteholders once the tender offer closes.

Filing Facts

CIK

1633931

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-073501

Alert Tier

7