This extraction is sourced from QXO's 8-K exhibit (Exhibit 99.1) filed with the SEC on April 20, 2026, announcing the signed definitive agreement. The transaction subsequently closed on July 1, 2026, per a separate QXO 8-K exhibit filed that date confirming completion.
Morgan Stanley & Co. LLC acted as lead financial advisor to QXO, with Barclays and Wells Fargo Securities acting as additional financial advisors to QXO on the buy side. Goldman Sachs & Co. LLC and RBC Capital Markets served as financial advisors to TopBuild on the sell side.
On the legal side, Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to QXO, while Jones Day served as legal counsel to TopBuild.
The transaction valued each TopBuild share at $505, a premium of 19.8% to TopBuild's 60-day volume-weighted average price and 23.1% to its closing price on April 17, 2026. TopBuild stockholders could elect to receive $505 in cash or 20.2 shares of QXO common stock per share held, subject to proration, with total consideration fixed at approximately 45% cash and 55% QXO stock. The purchase price represented 14.9 times TopBuild's 2025 adjusted EBITDA before expected synergies and 11.8 times after an expected $300 million of run-rate synergies by 2030. Both boards unanimously approved the deal, which was subject to shareholder votes at both companies and was expected to close in the third quarter of 2026.
The press release does not disclose the specific advisory fees paid to Barclays, Morgan Stanley, Wells Fargo Securities, Goldman Sachs, or RBC Capital Markets, nor does it specify a termination fee or other deal-protection terms in the merger agreement.