QXO Acquires Beacon Roofing Supply for $11 Billion

QXO, Inc., which provides technology solutions, and Beacon Roofing Supply, a leading distributor of roofing, waterproofing and exterior products, with nearly 600 branches across the US and Canada, have signed an agreement on Thursday under which QXO will acquire Beacon for $124.35 per share in cash which values Beacon approximately at $11 billion.

The boards of directors of both companies have unanimously approved the transaction, 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.

QXO Chairman and CEO Brad Jacobs said that acquiring Beacon is a key milestone in their plan to create substantial shareholder value and establish QXO as a leader in the $800 billion building products distribution industry.

“We will be applying our proven playbook to a platform ripe to deliver above-market organic growth and significant margin expansion,” Jacobs said.

Beacon’s Chairman Stuart Randle said that since QXO made its initial offer last November, they have evaluated strategic alternatives to enhance value for all of their shareholders.

He added: “Following Beacon’s 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.”

Beacon’s President and CEO Julian Francis said that since the launch of Ambition 2025 three years ago, they have 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,” Francis said.

Offer Made in January

It may be recalled that on 27 January 2025, QXO commenced an all-cash tender offer to acquire all of the outstanding shares of Beacon and QXO on Thursday said that it has extended its offer to expire at 5 pm New York City Time, on 31 March 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 US 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.