QXO to Pay $11B in Cash for Beacon Roofing Supply

QXO, Inc. has struck a deal to acquire Beacon Roofing Supply, Inc. for $11 billion, or $124.35 per share, in an all-cash transaction. The deal, which includes all of Beacon’s outstanding debt, targets its extensive network of nearly 600 branches across the U.S. and Canada, tapping into the $800 billion building products distribution industry.

Expected to close by the end of April 2025, the acquisition hinges on standard tender offer conditions, including a majority of Beacon shareholders tendering their shares. QXO has lined up $5 billion in cash and financing commitments, bolstered by an $830 million private placement from institutional investors and support from banks like Goldman Sachs and Morgan Stanley. The transaction has already cleared antitrust hurdles in both the U.S. and Canada.

As part of the agreement, QXO has withdrawn its slate of 10 independent director nominees for Beacon’s 2025 annual meeting, while Beacon has exempted the tender offer—extended to March 31, 2025—from its shareholder rights plan.

Beacon’s chairman, Stuart Randle, noted, “Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all 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.”

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.