QXO prices $3 billion in senior notes to fund TopBuild acquisition

QXO Inc. (NYSE: QXO) announced that its subsidiary QXO Building Products Inc. has priced $3 billion in senior notes to help finance its acquisition of TopBuild Corp.

The offering consists of $1.5 billion of 6.500% senior notes due 2031 and $1.5 billion of 6.875% senior notes due 2034, both priced at par. The offering is expected to close on June 17, 2026, subject to market and other conditions.

If the notes are issued before the TopBuild acquisition closes, the proceeds will be placed in a segregated escrow account. The notes will be secured by this escrow account until the acquisition is completed. The TopBuild acquisition requires approval from shareholders of both companies.

QXO plans to use the proceeds from the notes offering, along with borrowings under new term loan facilities, proceeds from Series C Convertible Perpetual Preferred Stock and available cash from both companies, to fund the TopBuild acquisition and related transactions. This includes repaying TopBuild's existing debt and covering associated fees and expenses.

After the acquisition closes, the notes will become unsecured obligations guaranteed by QXO Building Products' domestic subsidiaries that guarantee its existing senior secured debt facilities.

The notes are being offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S. The securities have not been registered under the Securities Act of 1933.

QXO describes itself as the largest publicly traded distributor of roofing and waterproofing products and the second largest distributor of lumber and building materials in North America. The company has stated a target of reaching $50 billion in annual revenues within the next decade through acquisitions and organic growth.

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