공시 • Jul 01
QXO, Inc. (NYSE:QXO) completed the acquisition of TopBuild Corp. (NYSE:BLD).
QXO, Inc. (NYSE:QXO) entered into a definitive agreement to acquire TopBuild Corp. (NYSE:BLD) for $14.3 billion on April 18, 2026. Under the agreement, TopBuild stockholders may elect to receive either $505 in cash or 20.2 shares of QXO common stock per share, subject to proration. Total consideration will be approximately 45% cash and 55% QXO stock, with cash capped at 45%. QXO may increase stock consideration if elections exceed 55% in shares, and its board will expand to include one TopBuild nominee. TopBuild shareholders expected to own approximately 19% of the combined company on a fully diluted basis (assuming 55% stock consideration). The transaction values each TopBuild share at $505, representing a premium of 19.8% to TopBuild’s 60-day volume-weighted average price and 23.1% to TopBuild’s closing price on April 17, 2026. The transaction will be financed through $3 billion senior secured term loan facility, $3 billion of bridge financing and the remaining will be funded from cash on hand. Following the acquisition of TopBuild, QXO will have approximately 28,000 employees, 1,150 locations across all 50 U.S. states and seven Canadian provinces, and a fleet size of more than 10,000 vehicles. Under specific circumstances, TopBuild may be required to pay QXO a termination fee of $600 million or QXO may be required to pay TopBuild a termination fee of $600 million.
Alec Covington, TopBuild’s former Chairman, joined QXO’s Board of Directors, effective immediately. Mr. Covington replaces Jared Kushner, who has resigned from the Board of Directors to focus on other commitments. TopBuild's shares will stop trading on the New York Stock Exchange.
The transaction is subject to customary closing conditions, including approval by the shareholders of QXO, Inc. and TopBuild Corp., listing of new shares on the New York Stock Exchange, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the effectiveness of a registration statement of QXO relating to the registration under the Securities Act of 1933 and and other regulatory approvals. The transaction is not subject to any financing contingency. The transaction has been unanimously approved by the boards of directors of QXO, Inc. and TopBuild Corp. As on May 29, 2026, the Registration Statement was declared effective by the SEC. The special meetings of the shareholders of both QXO, Inc. and TopBuild Corp. will be held to approve the transaction on June 29, 2026. The acquisition is expected to close in the third quarter of 2026. As of June 29, 2026, shareholders of both QXO, Inc. and TopBuild Corp approved the transaction. The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied. The transaction is expected to be immediately and substantially accretive to the company’s earnings.
Morgan Stanley & Co. LLC acted as financial advisor for QXO, Inc. Barclays Capital Inc. acted as financial advisor for QXO, Inc. Wells Fargo Securities, LLC acted as financial advisor for QXO, Inc. Nickolas Bogdanovich, Stan Richards, David Huntington, Scott Barshay, Danielle Penhall, Mark Wlazlo, David Hong, David Sobel, Christopher Gonnella, Jean McLoughlin, Ross Ferguson, Yuni Sobel, Scott Sontag, Alyssa Wolpin, Jonathan Ashtor and Marty Flumenbaum of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for QXO, Inc. Goldman Sachs & Co. LLC acted as financial advisor for TopBuild Corp. RBC Capital Markets, LLC acted as financial advisor for TopBuild Corp. Robert A. Profusek, Benjamin L. Stulberg and Jared P. Hasson of Jones Day acted as legal advisor for TopBuild Corp. Innisfree M&A Incorporated acted as information agent for QXO, Inc. MacKenzie Partners, Inc. acted as information agent for TopBuild Corp.
QXO, Inc. (NYSE:QXO) completed the acquisition of TopBuild Corp. (NYSE:BLD) on July 1, 2026.