Paul Weiss is advising QXO on its $17bn acquisition of building products distributor and installer TopBuild, which is being counselled on the matter by Jones Day.
Connecticut-based QXO said the deal would make it the second-largest publicly traded building products distributor in North America, with more than $18bn of combined company revenue.
It is the latest Paul Weiss-counselled acquisition by the company founded by billionaire dealmaker Brad Jacobs in 2024 to consolidate the $800bn building products distribution industry. The Paul Weiss effort is led by New York M&A partners Nickolas Bogdanovich and Stan Richards and firm chairman Scott Barshay.
Last spring, the trio also led the team that advised QXO on its $11bn acquisition of leading roofing distributor Beacon, while earlier this year Bogdanovich and Barshay co-headed a team alongside capital markets partner David Huntingdon that advised on QXO’s $2.25bn cash-and-stock acquisition of Kodiak Building Partners.
The Jones Day team advising TopBuild is led by M&A partners Ben Stulberg and Jared Hasson, who work out of Cleveland, Ohio, and Bob Profusek, the New York-based chair of the firm’s M&A practice.
The firm has advised the Florida-based company on its own acquisitions in the past, including its $810m acquisition of commercial roofing company Progressive Roofing and $1bn purchase of Specialty Products and Insulation last year.
Following the acquisition of TopBuild, QXO said it would have 28,000 employees, 1,150 locations across all 50 US states and seven Canadian provinces, and a fleet size of more than 10,000 vehicles.
“Over the past 11 months, we’ve built QXO into a market leader through more than $13bn of acquisitions, closing on Beacon in 2025 and Kodiak earlier this month,” Jacobs said. “TopBuild will be our most significant acquisition yet.”
He added: “The TopBuild transaction will also give us critical mass in the insulation sector and expand our exposure to large, complex projects like data centres, where scale matters.”
As part of the deal, QXO said TopBuild’s shareholders have the right to elect to receive $505 in cash or 20.2 shares of QXO common stock for each TopBuild share held on the condition that the total transaction is paid as approximately 45% in cash and 55% in shares of QXO common stock. The $505 cash consideration represents a premium of 23.1% to TopBuild’s closing price on Friday, 17 April.
QXO expects the deal, which has been unanimously approved by the boards of both companies, to be immediately and substantially accretive to its earnings. It is expected to close in the third quarter of 2026.
Morgan Stanley is acting as lead financial advisor to QXO, and Barclays and Wells Fargo Securities are acting as additional financial advisors to QXO. Goldman Sachs and RBC Capital Markets are serving as financial advisors to TopBuild.
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