QXO, Inc. (NYSE: QXO) announced that its wholly owned subsidiary QXO Building Products, Inc. intends to offer $3 billion in senior notes to help fund its planned acquisition of TopBuild Corp.

The offering consists of $1.5 billion in Senior Notes due 2031 and $1.5 billion in Senior Notes due 2034, subject to market and other conditions, according to a company statement.

If the notes are issued before the TopBuild acquisition closes, the proceeds will be placed in a segregated escrow account. The notes will be secured by this escrow account until the acquisition is completed. The TopBuild acquisition requires approval from shareholders of both companies.

QXO plans to use the note proceeds along with borrowings under new term loan facilities, proceeds from Series C Convertible Perpetual Preferred Stock and available cash from both companies to fund the TopBuild acquisition and related transactions, including repaying TopBuild's existing debt.

After the acquisition closes, the notes will become unsecured obligations guaranteed by QXO Building Products' domestic subsidiaries that guarantee the company's existing senior secured debt facilities.

The notes are being offered only to qualified institutional buyers under Rule 144A and to certain non-U.S. persons in offshore transactions under Regulation S of the Securities Act. The securities have not been registered under the Securities Act of 1933.

QXO describes itself as the largest publicly traded distributor of roofing and waterproofing products and the second largest distributor of lumber and building materials in North America. The company has set a target of reaching $50 billion in annual revenues within the next decade through acquisitions and organic growth.