QXO To Buy TopBuild for $17 Billion

--This story has been updated with events from April 20--

By Craig Webb

QXO announced April 19 that it will acquire TopBuild for $17 billion, or roughly 14.9 times EBITDA. The acquisition follows QXO's purchase of Kodiak Building Partners earlier this year and Beacon Building Products in 2025 and puts the company more than one-third of the way to its goal of being a $50 billion LBM giant.

How the combined QXO-TopBuild company would look. This slide is from QXO's April 20 investor presentation.

"TopBuild will be our most significant acquisition yet, making QXO the second largest publicly traded building products distributor in North America, with more than $18 billion of combined company revenue and more than $2 billion of combined company adjusted EBITDA." Chairman and CEO Brad Jacobs said in a news release. In an April 20 presentation, he included a slide (at right) showing how the combined company would look.

QXO calls TopBuild the largest distributor and installer of insulation and related building products in North America. It recorded a 1.5% increase in sales last year to $5.41 billion, according to its annual report to the SEC. Of that, about 59% came from installing products and 41% was from its Service Partners distribution arm.

QXO's press release put TopBuild's 2025 sales at $6.2 billion and EBITDA at $1.14 billion, saying its figures were "adjusted to reflect the full year contribution of acquisitions completed throughout the year." TopBuild purchased Progressive Roofing in July and Specialty Products & Insulation (SPI) in October. 

TopBuild has more than 250 distribution centers and 450 total locations across the United States and Canada. About 46 of its nearly 14,750 employees are installers.

Jacobs continued, “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centers, where scale matters. TopBuild has a deep bench of best-in-class operators, reflected in its industry-leading adjusted EBITDA margin of approximately 18%. We plan to replicate their best practices across QXO, including deploying their ‘special OPS’ teams to continuously improve operational excellence and customer service.”

The deal adds to QXO's self-proclaimed status as North America's No. 2 roofing provider, and--"in key geographies served"-- to No. 1 or No. 2 status in lumber and building materials. It did not provide information to show how it figured those statuses.

With TopBuild, QXO says it will have roughly 28,000 employees, 1,150 locations, and more than 10,000 vehicles.

"The purchase price of approximately $17 billion represents 14.9 times TopBuild’s 2025 adjusted EBITDA before the impact of expected synergies, and 11.8 times TopBuild’s 2025 adjusted EBITDA after the impact of expected synergies—in both cases adjusted EBITDA reflects the full-year contribution of acquisitions completed throughout 2025," QXO said.

The purchase is expected to be completed during the third quarter. Under the deal, QXO will pay $505 for each TopBuild share. That's 23.1% above TopBuild's closing price on April 17 and 19.8% above its 60-day average. TopBuild stockholders can get $505 in cash or 20.2 shares of QXO common stock for each TopBuild share they hold. 

QXO will expand its board of directors to include one nominee from TopBuild.

QXO's planned acquisition presents Jacobs with a dilemma: Can QXO be both a dealer and a distributor simultaneously? It's an expensive question: four-tenths of TopBuild's annual revenue--roughly $2.5 billion in 2025-- comes through its distributor Service Partners. And while we don't know how much revenue Dealers Choice brought in as part of the Beacon purchase, we do hear it's quite profitable. The ultimate decider might not be Jacobs if Service Partners' and Dealers Choice's customers abandon those operations now that they are part of QXO.

Key suppliers in the QXO-TopBuild deal. From a QXO investor presentation.

In his virtual presentation released April 20, Jacobs identified these critical suppliers that would be affected most by the deal: Saint-Gobain, Johns Manville, and Owens Corning. "Other strategic partners" on the supply side were Atlas Roofing Corporation, Amrize, Carlisle Companies Incorporated, IKO North America, TAMKO, and Knauf. In its initial evaluation of the deal, Evercore ISI said one of the risks to QXO would come if it couldn't pass on to customers any price increases announced by suppliers, thus causing a margin squeeze. A slowdown in residential construction also would hurt QXO's plans, it said.

During the April 20 presentation, Jacobs reaffirmed plans to build QXO into a company with $50 billion in annual revenue and $7.5 billion EBITDA (a 15% margin). He also reported the company has an active pipeline of potential M&A targets with a combined $100 billion in revenue.