QXO Announces Offering of Senior Notes

QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today that its wholly owned subsidiary, QXO Building Products, Inc. (the “Issuer”), intends to offer $1.5 billion in Senior Notes due 2031 (the “2031 Notes”) and $1.5 billion in Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “notes”), subject to market and other conditions.

If the issuance of the notes closes prior to the consummation of previously announced acquisition (the “TopBuild Acquisition”) of TopBuild Corp. (“TopBuild”), the gross proceeds of the offering will be deposited into a segregated escrow account and the notes will be secured on a first-priority basis by the escrow account and the funds held in the escrow account until the consummation of the TopBuild Acquisition (the “Release Date”). The consummation of the TopBuild Acquisition is subject to customary closing conditions, including approval by the shareholders of TopBuild and QXO.

Upon consummation of the TopBuild Acquisition, the notes will be fully and unconditionally guaranteed by each of the Issuer’s wholly-owned domestic restricted subsidiaries that guarantees the Issuer’s senior secured first lien term loan facility and senior secured notes. From and after the Release Date, the notes and related guarantees will be unsecured obligations of the Issuer and subsidiary guarantors.

The Issuer intends to use the proceeds from the offering of the notes, along with borrowings under new term loan facilities, proceeds from Series C Convertible Perpetual Preferred Stock of QXO and available balance sheet cash from QXO and TopBuild, to fund the TopBuild Acquisition and the other transactions contemplated by the related merger agreement, including the repayment or repurchase of TopBuild’s debt and payment of related fees and expenses.

The issuance and sale of the notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and the notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act.

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