CT company to buy Beacon Roofing Supply for $11B
QXO
Brad Jacobs, chairman and CEO of QXO.
Greenwich-based QXO Inc., a publicly traded company in the building products distribution industry, has announced it will acquire Beacon Roofing Supply for $11 billion in cash.
Publicly traded QXO, which was founded in June 2024 by billionaire investor Brad Jacobs, has announced it has entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash.
Beacon is a Herndon, Va.-based 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 deal, which values Beacon at approximately $11 billion, including all its outstanding debt.
The deal is expected to close by the end of April, subject to a majority of Beacon shares tendering the offer.
Beacon’s board unanimously recommends that all shareholders tender their shares into the offer, QXO said in a news release.
“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.”
QXO sought to aggressively acquire Beacon in a hostile takeover earlier this year by offering to acquire the company for about $11 billion, or $124.25 per share, in an all-cash deal.
Beacon’s board rejected the offer, prompting QXO to launch a tender offer on Jan. 27, going to Beacon's shareholders with the same $124.25 per-share deal.
Beacon sought to prevent the hostile takeover by implementing defensive measures that included a "poison pill.”
As a result of the deal, QXO has withdrawn 10 nominees to Beacon’s board and Beacon has removed the tender offer from its previously adopted shareholder rights plan.
“Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all of our shareholders,” Beacon Chairman Stuart Randle said. “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.”
The deal has received antitrust clearance in the U.S. and Canada, QXO said.
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 completing the Beacon acquisition.
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