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Highlights

  • QXO submits acquisition proposal to GMS Inc. valuing company at approximately USD 5 billion.
  • The company offers 27% premium over GMS’s 60-day average share price in all-cash transaction.
  • QXO outlines declining financial trends at GMS and expresses intent to move swiftly.

QXO, Inc. (NYSE: QXO) is a U.S.-based distributor of roofing, waterproofing, and related building products. The company has publicly stated its goal to build a scaled technology-enabled distribution platform in the estimated $800 billion building products market. QXO is pursuing growth through both strategic acquisitions and internal expansion, with a long-term revenue target of $50 billion annually.

The company has formally submitted a proposal to acquire all outstanding shares of GMS Inc. (NYSE: GMS) in an all-cash deal valued at USD 95.20 per share. The offer implies a total transaction value of roughly USD 5 billion and represents a 27% premium over GMS’s 60-day volume-weighted average share price of USD 74.82.

In a letter addressed to GMS President and CEO John Turner on June 18, 2025, QXO Chairman and CEO Brad Jacobs presented the terms and rationale for the proposal. According to QXO, the acquisition would deliver immediate cash value to GMS shareholders at a time when the company has shown signs of underperformance relative to its peers.

QXO's offer comes as GMS reports declining earnings and market challenges. The letter notes that GMS’s EBITDA has decreased at an annualized rate of 4.0% over the last three years, while peers have reported a median annual EBITDA growth of 4.6%. EBITDA margins at GMS have fallen 315 basis points from fiscal 2022 to 2025, down to 9.1%. Additionally, QXO pointed out that GMS has missed analyst estimates in four of the last five quarters and has underperformed the S&P 500 by nearly 1,900 basis points over the past year.

The proposed transaction would offer shareholders a 29% premium over the company’s share price of USD 73.74 as of May 22, 2025, the date of a prior meeting between the companies. It also reflects a 19% premium to the median 12-month analyst price target of USD 80 per share.

QXO’s offer letter highlights a recent deterioration in GMS’s performance outlook. Notably, the company posted lower-than-expected EBITDA in its fourth fiscal quarter, which declined by 25% year-over-year, along with a 10% drop in organic revenue. Forecasts also indicate anticipated volume declines in the multifamily and commercial segments for the first fiscal quarter of 2026.

Despite a same-day share price increase of 11% the largest single-day gain in GMS’s history following its earnings announcement, QXO emphasized that its proposal still reflects an 18% premium to the closing price.

QXO also stated that it has secured preliminary financing commitments from Goldman Sachs and Morgan Stanley, with no conditions related to funding in the definitive agreement. Legal counsel for the transaction will be provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The company expects the deal to close by August 2025, pending due diligence and negotiations.

If accepted, the acquisition would follow QXO’s earlier purchase of Beacon Roofing Supply, further expanding its presence in the building products distribution industry.

QXO’s leadership indicated a willingness to bring the proposal directly to GMS shareholders if the company’s board does not engage by the requested deadline of June 24, 2025. The letter concludes with a call for a timely and constructive dialogue, with QXO expressing readiness to proceed with confirmatory due diligence and documentation.