TopBuild acquired by QXO
Client(s) TopBuild Corporation
Jones Day advised TopBuild Corp. in its acquisition by QXO, Inc. (NYSE: QXO) for approximately $17 billion. TopBuild is the largest distributor and installer of insulation and related building products in North America.
Under the terms of the agreement, TopBuild stockholders had the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held, subject to proration, on the condition that the total transaction consideration was paid as approximately 45% in cash and 55% in shares of QXO common stock. The maximum cash proceeds were capped in aggregate at 45% of the transaction consideration. Under the terms of the agreement, QXO expanded its board of directors to include one nominee from TopBuild.
The transaction was unanimously approved by the boards of directors of both companies.