MarketBrain

QXO to Buy TopBuild in $17 Billion All-Cash Deal

The acquisition would create the second-largest publicly traded building-products distributor in North America, with over $18 billion in combined revenue.

**QXO (QXO) agreed to acquire TopBuild Corp. (BLD) for approximately $17 billion in an all-cash transaction**, positioning itself as the tech-enabled leader in the $800 billion building-products distribution industry. The deal, unanimously approved by both companies’ boards, is expected to close in the third quarter of 2026, pending shareholder and regulatory approvals.

The transaction values TopBuild at 14.9 times its 2025 adjusted EBITDA before synergies and 11.8 times after expected synergies, with the purchase price funded through a mix of $3 billion in senior notes ($1.5 billion of 6.500% notes due 2031 and $1.5 billion of 6.875% notes due 2034), borrowings under new term loan facilities, proceeds from QXO’s Series C Convertible Perpetual Preferred Stock, and available balance-sheet cash from both companies. QXO projects $300 million in synergies by 2030, driven by cross-selling opportunities, scaled procurement, and technology integration.

**The acquisition would combine QXO’s leadership in roofing, waterproofing, and lumber-related materials with TopBuild’s insulation and commercial roofing capabilities**, creating a higher-margin business with expanded value-added offerings. Brad Jacobs, QXO’s chairman and CEO, called TopBuild "our most significant acquisition yet," noting it would make QXO the second-largest publicly traded building-products distributor in North America, with over $18 billion in combined revenue and more than $2 billion in adjusted EBITDA. "The transaction will give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters," Jacobs said.

TopBuild, a leading installer and distributor of insulation and related building products, reported first-quarter 2026 sales of $1.45 billion, up 17.2% year-over-year, driven by acquisitions including SPI and Progressive Roofing. The company operates over 450 branches across the U.S. and Canada, serving residential, commercial, and industrial markets. Its adjusted EBITDA margin stood at 16.5% for the quarter, with management guiding to $9 billion–$10 billion in annual revenue and $1.7 billion–$2.0 billion in adjusted EBITDA by 2030. "By combining with QXO, we can accelerate cross-selling initiatives and leverage digital technology to benefit customers and stakeholders," said Robert Buck, TopBuild’s CEO.

The deal follows QXO’s April 2026 acquisition of Kodiak Building Partners for $2.25 billion and its 2025 purchase of Beacon Roofing Supply for $11 billion, part of a strategy to reach $50 billion in annual revenue within a decade. Those transactions established QXO as a consolidator in a fragmented industry, where scale drives procurement savings and technology adoption. The TopBuild acquisition would further diversify QXO’s end-market exposure, with the combined company deriving roughly half its revenue from repair and remodeling and the other half from new construction.

Regulatory and shareholder approvals remain key conditions for closing, with QXO expecting the deal to be immediately and substantially accretive to earnings. The company plans to integrate TopBuild’s operations while maintaining its focus on organic growth and additional M&A, targeting a $300 billion addressable market.