Dechert Advises Court Square and Kodiak on US$2.25 Billion Sale of Kodiak to QXO

Dechert advised Court Square Capital Partners (Court Square) and Kodiak Building Partners (Kodiak) on a definitive agreement for QXO, Inc. to acquire Kodiak for approximately US$2.25 billion. The transaction is expected to be highly accretive to 2026 earnings and will expand QXO’s current addressable market to more than US$200 billion.

The deal delivers US$2 billion cash and 13.2 million shares, with QXO retaining the right to repurchase these shares at US$40 per share. Closing is targeted for early Q2 2026, subject to the satisfaction of customary closing conditions.

Court Square brings more than 40 years of middle market private equity experience. Kodiak is a national distributor of essential building products, including lumber and components, trusses, windows and doors, construction supplies, waterproofing, roofing and complementary exterior materials. QXO is the fastest-growing publicly traded building products distributor in North America.

Corporate partners Eric Siegel and Stephanie Haas led the Dechert team alongside corporate associates Callie Maslowsky and Erin Wilson.

The expanded team also included tax partner David Passey and associate Ishani Kundu; employee benefits partner Howard Klein and associate Michael Binko; and global finance partner Soo-ah Nah.

About Dechert

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For more than 150 years, we have advised clients on critical issues — from high-stakes litigation to first-in-market transaction structures and complex regulatory matters. Our lawyers in commercial centers worldwide are immersed in the key sectors we serve – financial services, private capital, real estate, life sciences and technology.

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