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QXO completes acquisition of TopBuild; TopBuild renamed QXO Insulation, LLC, shares delisted
Merger consideration: $505 cash or 20.2 QXO shares per TopBuild share; 91% elected cash, prorated to ~$249.67 cash + 10.212 QXO shares per share.
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TopBuild stockholders approve QXO acquisition with 78% of votes cast; close expected July 1
At TopBuild special meeting, 78% of votes cast (65% of outstanding shares) approved merger adoption.
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TopBuild supplements proxy on QXO merger; discloses Morgan Stanley fee details amid lawsuit
Shareholder lawsuit filed June 8, 2026 alleges fiduciary duty breaches and inadequate disclosures in merger proxy.
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TopBuild amends senior notes to facilitate QXO acquisition; removes change-of-control and covenants
Entered supplemental indentures on June 11, 2026, amending 4.125% notes due 2032 and 5.625% notes due 2034.
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TopBuild stockholders must elect merger consideration by June 29: $505 cash or 20.200 QXO shares per share
Election deadline for TopBuild stockholders: 5:00 p.m. ET on June 29, 2026.
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TopBuild Q1 sales up 17.2% to $1.45B; net income down 15% to $104.8M; four acquisitions in 2026
Sales $1.45B (+17.2% YoY); reported gross margin 27.7% vs 28.5%, operating margin 12.1% vs 14.4%.
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QXO to acquire TopBuild for $17B; creates 2nd largest public building products distributor
Per-share consideration: $505 cash or 20.20 QXO shares, subject to proration (45% cash/55% stock max).
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TopBuild Q4 sales up 13.2% on M&A; adj EBITDA margin 17.9%; guides 2026 sales $5.93B-$6.23B
Q4 sales $1.485B (+13.2% YoY) driven by acquisitions; organic volume down 10.5%
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TopBuild Q3 adjusted EPS $5.36; raises 2025 guidance to $5.35-$5.45B revenue
Q3 2025 sales $1.393B, up 1.4% YoY; adjusted EBITDA margin 19.8%.
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TopBuild completes $1B all-cash acquisition of Specialty Products & Insulation
Acquired SPI for $1.0B in cash; funded with cash on hand and September senior notes proceeds.
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TopBuild prices $750M senior notes offering at 5.625% due 2034
Priced $750M aggregate principal amount of senior unsecured notes bearing 5.625% interest, maturing 2034.
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TopBuild reports Q2 sales $1.3B (-5% YoY); closes $810M Progressive Roofing deal
Q2 adjusted EBITDA margin 20.1%, reported EPS $5.32 vs $4.78 YoY.
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TopBuild announces $810M all-cash acquisition of Progressive Roofing
TopBuild to acquire Progressive Roofing for $810M cash; 9.1x TTM EBITDA, 8.6x post-synergies.
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TopBuild upsizes credit facilities to $2.25B, extends maturity to 2030
Revolving credit facility increased from $500M to $1.0B; new $1.0B term loan and $250M delayed draw term loan added.
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TopBuild Q1 sales down 3.6% to $1.23B; adj. EBITDA margin 19.0%; confirms FY outlook
Net income $123.4M ($4.23 diluted EPS); adjusted EPS $4.63 vs $4.81 YoY.
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TopBuild Q4 sales up 2% to $1.31B; FY2024 adj EBITDA $1.07B; guides 2025 sales $5.05-5.35B, new $1B buyback
Q4 GAAP EPS $5.11 vs $4.60 YoY; adjusted EPS $5.13 vs $4.69; sales $1.31B (+2.0%).
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TopBuild Q3 sales $1.37B record; adjusted EPS $5.68; narrows 2024 guidance
Q3 sales $1.373B (+3.6% YoY); GAAP EPS $5.65, adjusted EPS $5.68 vs $5.43 prior year.
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TopBuild Q2 sales $1.37B (+3.7% YoY), adj. EBITDA $277.7M; revises FY 2024 guidance
Net income $150.7M ($4.78 diluted EPS); adjusted net income $170.8M ($5.42 diluted EPS).
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TopBuild Q1 sales up 1.1% to $1.3B, net income up 12.2%, raises 2024 outlook, authorizes $1B buyback
Q1 2024 sales $1,278.7M (+1.1% YoY); net income $152.4M (+12.2%); diluted EPS $4.79 (+11.9%).
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TopBuild terminates SPI acquisition; pays $23M fee, cites DOJ MBI stance
Mutual termination of deal to acquire Specialty Products and Insulation, effective April 22, 2024.
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TopBuild Q4 sales up 1.7% to $1.29B; adjusted EPS $4.69; guides 2024 sales $5.36-$5.56B
Q4 revenue $1.286B (+1.7% YoY); gross margin 30.4% (+70 bps); adjusted EBITDA margin 19.6% (+80 bps).
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TopBuild Q3 net sales up 1.9%, adjusted EPS $5.43, acquires SPI for $960M
Q3 net sales $1.33B (+1.9% YoY); adjusted diluted EPS $5.43 (+13.1%).
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TopBuild Q2 sales up 3.4% to $1.3B, adj. EPS $5.25 +18.5%, announces SPI acquisition
Sales $1.317B (+3.4% YoY); reported EPS $5.18 (+17.5%); adjusted EPS $5.25 (+18.5%).
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TopBuild to acquire Specialty Products & Insulation for $960M all-cash; funds with $550M term loan
All-cash transaction valued at $960 million; SPI generated $703M revenue and $77M adjusted EBITDA (TTM 3/31/23).
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TopBuild to acquire Best Insulation for $100M revenue; expands in high-growth regions
Best Insulation generated approximately $100M in revenue for trailing twelve months ending April 30, 2023.
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TopBuild Q1 sales +8.2% to $1.27B; adj. EBITDA margin expands 150 bps to 18.8%
Sales $1.265B (+8.2% YoY); GAAP net income $135.9M ($4.28 diluted EPS); adjusted net income $138.4M ($4.36 diluted EPS).
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TopBuild Q4 sales up 18.9% to $1.26B, EPS $4.52; guides 2023 EBITDA $820M-$910M
Q4 net income $143.8M ($4.52 diluted EPS) vs $78.3M ($2.37) a year ago; adjusted EPS $4.40.
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TopBuild Q3 net sales $1.30B (+53.8%), EPS $4.76, guides FY22 sales $4.95-5.0B
Net sales $1.30B (+53.8% YoY); diluted EPS $4.76 (+65.3%); adjusted diluted EPS $4.80 (+62.7%).
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TopBuild Q2 sales up 52.7% to $1.3B; net income up 59% to $143.7M
Diluted EPS of $4.41 (62.1% YoY); adjusted EPS of $4.43 (60.5% YoY).
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TopBuild Board authorizes $200M share repurchase program
Board authorized up to $200M of common stock repurchases on July 25, 2022.
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TopBuild Q1 sales up 57.4% to $1.17B; raises 2022 outlook, $100M ASR
Sales $1.169B (+57.4% YoY); adjusted EPS $3.50 (+73.3% YoY); same-branch revenue +18.7%.