QXO Seals $11 Billion Beacon Roofing Supply Buyout, Ending Takeover Battle With Cash-Packed Deal

QXO, Inc. QXO and Beacon Roofing Supply, Inc. BECN shares are trading higher premarket on Thursday.

On Thursday, QXO disclosed entering into a definitive merger agreement to acquire Beacon for $124.35 per share in cash.

Beacon is a distributor of roofing, waterproofing and exterior products, with nearly 600 branches across the U.S. and Canada.

Notably, in January, QXO revealed its intention to make an all-cash tender offer for Beacon Roofing Supply, with a total value estimated at around $11 billion.

Beacon’s board unanimously recommends that all shareholders tender their shares into the offer.

On January 27, QXO commenced an all-cash tender offer for Beacon. Today, QXO extended the tender offer, which will now expire at 5:00 p.m. New York City Time on March 31, 2025.

The company plans to amend the tender offer before the new expiration date to align with the terms of the definitive merger agreement with Beacon, including the offer price of $124.35 per share in cash.

Beacon will also update its recommendation statement on Schedule 14D-9 to support the amended tender offer.

As part of the deal, QXO has withdrawn its nomination of 10 independent director nominees for Beacon’s 2025 annual shareholder meeting. Additionally, Beacon has exempted the tender offer from its existing shareholder rights plan.

The acquisition has received antitrust clearance in both the U.S. and Canada.

Notably, QXO has secured $5 billion in cash and financing commitments to cover the full purchase price, including debt refinancing and transaction costs.

Furthermore, QXO has entered into agreements with institutional investors for a $830 million private placement financing, contingent on the completion of the Beacon acquisition.

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.”

As of December 31, QXO’s cash and cash equivalent stood at $5.07 billion.

Price Action: QXO shares are trading higher by 5.29% at $13.74 and BECN is up 1.95% at $123.90 premarket at the last check Thursday.

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