We advised the initial purchasers and the dealer manager on the offerings

Davis Polk advised the representative of the several initial purchasers in connection with the offering of $1.5 billion of 6.500% notes due 2031 and $1.5 billion of 6.875% notes due 2034 by a subsidiary of QXO. The proceeds of the notes are being used to pay a portion of the consideration for QXO acquisition of TopBuild and to pay related fees and expenses.

Davis Polk also advised the dealer manager in connection with concurrent cash tender offers by Titanium MergerCo, a QXO subsidiary, for all of TopBuild’s outstanding 4.125% senior notes due 2032 and 5.625% senior notes due 2034. The net proceeds of the notes offering were used to fund the cash tender offers.

Headquartered in Greenwich, Connecticut, QXO is the fastest-growing publicly traded distributor of building products in North America with a network of over 8,000 professionals. The company is targeting annual revenue of $50 billion in the coming decade through accretive acquisitions and organic growth. TopBuild is a leading installer and specialty distributor serving the construction industry across North America with more than 14,000 employees. With a network of over 200 branches throughout its installation services segment and more than 250 specialty distribution branches, TopBuild serves residential, commercial and industrial end markets.

The Davis Polk capital markets team included partner Michael Kaplan, counsel Jakub P. Jozwiak and associates Kanger Jin and Jean (Jean Young) Koo. Partner Lucy W. Farr and associates Fred (Chen) Fu and Serena Cheng provided tax advice. Partner David Hahn and associate Amanda Cheng provided finance advice. All members of the Davis Polk team are based in the New York office.

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