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What is merger arbitrage?

Merger arbitrage is an investment strategy that involves buying shares of a company that is the target of an acquisition, profiting from the spread between the current market price and the announced deal price. Returns depend on the probability and timing of the deal closing successfully.

What is a deal spread in M&A?

A deal spread is the difference between the current trading price of an acquisition target and the price offered by the acquirer. A wider spread indicates greater market uncertainty about whether the deal will close. Merger arbitrage traders monitor spreads to assess risk and potential return.

How does FTC merger review work?

The FTC reviews mergers under the Hart-Scott-Rodino Act. After parties file an HSR notification, the FTC has 30 days to issue a Second Request for more information or clear the deal. If the FTC finds competitive concerns, it may negotiate remedies or file suit to block the transaction in federal court.

What is a Second Request in antitrust review?

A Second Request is a formal demand for additional documents and information issued by the DOJ or FTC during merger review. Receiving a Second Request extends the HSR waiting period and signals heightened regulatory scrutiny. Complying with a Second Request typically takes several months and significantly increases deal uncertainty.

How long does antitrust review take?

Basic HSR antitrust review takes a minimum of 30 days. If regulators issue a Second Request, the process typically extends to 6–18 months. Complex deals involving large market shares, sensitive sectors, or multiple jurisdictions — such as EU, UK CMA, and US reviews running simultaneously — can take longer.

What is CFIUS and when does it review deals?

CFIUS (Committee on Foreign Investment in the United States) reviews foreign acquisitions of US businesses for national security risks. Filing is mandatory when a foreign buyer acquires control of a US business in critical technology, critical infrastructure, or sensitive personal data sectors. CFIUS review typically takes 30–45 days, with a possible 45-day investigation extension.

What is the UK CMA merger review process?

The UK Competition and Markets Authority conducts a two-phase merger review. Phase 1 takes up to 40 working days and results in clearance, remedies, or a Phase 2 referral. Phase 2 is an in-depth investigation lasting up to 24 weeks. A Phase 2 referral significantly increases deal risk and is closely monitored by merger arbitrage traders.

What is a break fee in M&A?

A break fee, also called a termination fee, is a payment one party must make to the other if a merger agreement is terminated under specified conditions. Reverse break fees — paid by the acquirer — are particularly significant in deals facing regulatory risk, as they set a floor on downside for the target's shareholders.

BLD/QXO

Homebuilding

May 27, 2026

Merger clears HSR hurdle as anticipated.

Diane Alter

QXO and TopBuild cleared the HSR antitrust waiting period for their proposed $17bn merger on May 26, according to sources familiar with the matter.

CTFN previously reported the parties were not expecting a need to pull and refile. Given their minimal overlaps, a second request was avoidable.

QXO is also in the process of arranging permanent debt financing to replace the bridge facility it put in place when the deal was announced, the sources said.

QXO has commitments for a $3bn senior secured term loan and $3bn of bridge financing to fund the cash portion of the deal, and it has said it expects to replace the bridge with permanent debt before closing.

The transaction, which has unanimous board approval at both companies, is expected to close in the third quarter of this year, and, as CTFN previously reported, early in that quarter, subject to shareholder approvals and other customary conditions.

HSR clearance brings CEO Brad Jacobs a step closer to his stated goal of building QXO into a $50bn-revenue powerhouse in the building-products industry. QXO's acquisition of Beacon Roofing Supply last year, completed for roughly $11bn, immediately made it North America's largest roofing-products distributor, and the TopBuild deal would layer on a major installation platform atop that distribution network.

Jacobs said he selected building products after his team reviewed 600 companies across 55 industries, calling it the only sector to "check every box" — citing predictable long-term demand, a generational housing shortage in the US, and a fragmented landscape of smaller players ripe for consolidation.

With two blockbuster deals in little over a year, QXO is rapidly emerging as the dominant consolidator in a sector that has long lacked one.

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