QXO Inc has commenced the marketing of a $3 billion leveraged loan to finance its approximately $17 billion acquisition of rival TopBuild Corp, marking a key step in moving the strategic deal into concrete financial execution.

A banking syndicate led by Wells Fargo is offering investors a $3 billion senior secured term loan, priced at a spread of approximately 225 basis points over the benchmark rate, with an offering discount between 99 and 99.5 cents on the dollar.

This acquisition push comes just two months after QXO's purchase of Kodiak Building Partners, aiming to create the second-largest publicly traded building products distribution giant in North America with over $18 billion in annual revenue and more than $2 billion in adjusted EBITDA. Under the agreement, TopBuild shareholders can elect to receive $505 in cash per share or 20.2 shares of QXO common stock. The total consideration for the deal is structured as 45% cash and 55% stock.

To support this substantial transaction, QXO has secured a $6 billion debt financing commitment from Morgan Stanley, Wells Fargo, and Barclays. This package includes the $3 billion term loan currently being marketed and a $3 billion bridge loan. QXO may subsequently issue high-yield bonds to replace the bridge facility.

The market holds mixed views on this merger. On one hand, integrating TopBuild, a leading North American distributor and installer of insulation materials, would significantly expand QXO's footprint in the building products market. On the other hand, QXO reported a net loss of $227 million for the first quarter of this year, and its total debt plus preferred stock obligations approach $12 billion, raising concerns about the company's ability to service debt amid industry cyclicality. The transaction has been approved by both companies' boards and is expected to close in the third quarter of 2026, pending shareholder vote approvals.