QXO to Acquire Beacon Roofing Supply for $11 Billion

QXO, Inc. and Beacon Roofing Supply, Inc. announced that they have entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash. Beacon is a leading distributor of roofing, waterproofing and exterior products, with nearly 600 branches across the U.S. and Canada.

The boards of directors of both companies have unanimously approved the transaction, which values Beacon at approximately $11 billion, including all its outstanding debt. The transaction is expected to close by the end of April, subject to a majority of Beacon shares tendering in the offer and other customary closing conditions. Beacon’s board unanimously recommends that all shareholders tender their shares into the offer.

“Acquiring Beacon is a key milestone in our plan to create substantial shareholder value and establish QXO as a leader in the $800 billion building products distribution industry,” said Brad Jacobs, chairman and chief executive officer of QXO. “We will be applying our proven playbook to a platform ripe to deliver above-market organic growth and significant margin expansion.”

Stuart Randle, Beacon’s chairman, said, “Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all of our shareholders. Following our Board’s comprehensive review, we concluded that this transaction is in the best interests of Beacon and its shareholders given the immediate premium and certainty of value in cash it offers, particularly in an uncertain environment.”

Julian Francis, president and chief executive officer of Beacon, said, “Since the launch of Ambition 2025 three years ago, we successfully transformed Beacon, delivering superior financial and operational results. We have a highly differentiated business with multiple paths to success, margin expansion and value creation, and thanks to the incredible talent and dedication of our employees, I know Beacon has a bright future ahead. We will now enter a new chapter of growth, true to our mission to help our customers build more.”

Terms

On January 27, 2025, QXO commenced an all-cash tender offer to acquire all of the outstanding shares of Beacon. QXO today announced that it has extended its current tender offer to expire at 5:00 p.m., New York City Time, on March 31, 2025. QXO will amend its current tender offer on or prior to the new expiration date to reflect the terms of the definitive merger agreement with Beacon, including to reflect an offer price of $124.35 per share in cash. Beacon will also amend its recommendation statement on Schedule 14D-9 in support of such amended tender offer.

In connection with the transaction, QXO has withdrawn its nomination of 10 independent director nominees for election at Beacon’s 2025 annual meeting of shareholders and Beacon has exempted the tender offer from its previously adopted shareholder rights plan.

The acquisition has received antitrust clearance in the U.S. and Canada. QXO has $5 billion of cash and secured financing commitments covering the full purchase price, including debt refinancing and transaction costs. As reported earlier this week, QXO has also entered into purchase agreements with certain institutional investors for an $830 million private placement financing, subject to the completion of the Beacon acquisition.

Advisors

Morgan Stanley is acting as lead financial advisor to QXO. QXO is also being advised by Goldman Sachs, Citi, Centerview, Credit Agricole, Wells Fargo and Mizuho. Paul Weiss is acting as lead legal counsel to QXO, with Wachtell Lipton providing additional legal advice. J.P. Morgan is serving as financial advisor to Beacon and its board, and Lazard is serving as financial advisor to the Beacon board. Sidley Austin and Simpson Thacher are serving as legal advisors to Beacon.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit www.qxo.com for more information.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 530 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.

Contact:

Jennifer Lewis – VP, Communications and Corporate Social Responsibility – jennifer.lewis@becn.com – (571) 752-1048

Source: Beacon Roofing Supply, Inc.