M&A - BEACON ROOFING SUPPLY INC

Form Type: 10-K/A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000112494125000030

Filing Summary: On March 20, 2025, Beacon Roofing Supply, Inc. entered into a Merger Agreement with QXO, Inc. and Queen MergerCo, Inc., a wholly owned subsidiary of QXO. The agreement stipulates that the Merger Sub will purchase all outstanding shares of the Company's common stock for $124.35 per share in cash. Following the completion of this purchase, the Merger Sub will merge into Beacon Roofing Supply, thus completing the transaction. Additionally, an amendment was executed on the Rights Agreement to reflect this merger agreement. This filing includes necessary amendments to include information that was missing from the original 10-K filed on February 27, 2025. No changes to previously reported financial results or additional events occurring after the original filing are included, other than updates regarding the merger and rights amendment.

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Form Type: 11-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000112494125000033

Filing Summary: The document presents the annual report for The Beacon Roofing Supply, Inc. 2023 Employee Stock Purchase Plan for the fiscal year ending December 31, 2024. The report includes the audited financial statements, unaudited participant contributions, and relevant notes. The report shows that participant contributions held by the company increased from $4,163,341 in 2023 to $4,995,006 in 2024, with total liabilities matching the total assets. For the fiscal year 2024, total additions from participants' contributions were $9,272,097, equal to the total deductions, resulting in no change in plan equity. The report also details the termination of participation in the plan upon an employee's exit from the company, as well as specifics of participant rights and share purchases under the Plan. Notably, on March 20, 2025, the company entered into a merger agreement with QXO, Inc. Under this agreement, a tender offer for the company's shares was initiated and subsequently amended to increase the purchase price. The merger will cause the company to become a wholly owned subsidiary of QXO without needing stockholder approval. The plan may also be terminated prior to the merger's effective time, and all purchase rights are to be exercised automatically.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025281

Filing Summary: On March 20, 2025, Beacon Roofing Supply, Inc. announced its entry into an Agreement and Plan of Merger with QXO, Inc. and Queen MergerCo, Inc., a wholly owned subsidiary of QXO. This merger involves QXO amending its previously commenced tender offer from January 27, 2025, which offered $124.25 per share of Beacon's common stock, to a revised offer of $124.35 per share in cash. The agreement aims to consolidate operations and enhance market position. Beacon’s stockholders are encouraged to review the upcoming Tender Offer Statement and Solicitation/Recommendation Statement for detailed information regarding the merger.

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Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025025557

Filing Summary: On March 20, 2025, Beacon Roofing Supply, Inc. entered into an Agreement and Plan of Merger with QXO, Inc. and Queen MergerCo, Inc. The Merger Agreement, approved unanimously by Beacon’s board, includes an increased tender offer price of $124.35 per share for all outstanding shares of common stock, following a prior offer. Closing conditions for the offer include regulatory approvals and the satisfaction of customary closing conditions. The merger will result in Beacon becoming a wholly owned subsidiary of QXO, with certain conditions regarding outstanding equity awards and employee benefits outlined. The agreement also includes provisions for a termination fee and restrictions on soliciting alternative acquisition proposals.

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Form Type: SC TO-T/A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000114036125009592

Filing Summary: On March 20, 2025, QXO, the Purchaser, and Beacon Roofing Supply, Inc. entered into an Agreement and Plan of Merger providing for the acquisition of Beacon by QXO. The price per Share will increase from $124.25 to $124.35. Following the consummation of the Offer, the Purchaser will merge with and into Beacon, with Beacon surviving as a wholly owned subsidiary of QXO. The Expiration Time of the Offer is extended until 5:00 p.m., New York City time, on March 31, 2025. Approximately 12,174,965 Shares have been tendered as of March 19, 2025, representing about 19.71% of the issued and outstanding Shares. QXO plans to file amended Offer materials reflecting these changes by March 31, 2025. Joint press releases regarding the Merger Agreement and the extension of the Offer were issued on March 20, 2025.

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Form Type: DFAN14A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225000746

Filing Summary: On March 14, 2025, QXO, Inc. updated its website regarding its acquisition offer for Beacon Roofing Supply, Inc., with offers climbing to approximately $11 billion including debt. The bid now stands at $124.35 per share, slightly higher than the previous offer that Beacon rejected. QXO is actively engaged in negotiations for a definitive agreement after an ongoing battle for control that began last November. The communications highlight QXO's commitment to modernizing Beacon's operations, including significant technology upgrades and ensuring employee involvement. QXO’s CEO emphasized a respectful approach towards Beacon’s employees, clarifying that the issues are with Beacon's board decisions rather than its workforce. While both companies have agreed to conduct due diligence, there are no assurances that a final agreement will be reached. In the meantime, Beacon has implemented defensive strategies to fend off QXO's unsolicited approaches.

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Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025021893

Filing Summary: On March 10, 2025, QXO, Inc. and Beacon Roofing Supply, Inc. confirmed they are in discussions regarding a potential acquisition where QXO would acquire Beacon for $124.35 per share in cash, amounting to approximately $11 billion. Customary due diligence is being conducted by QXO, and negotiations for a definitive agreement are ongoing. The planned Investor Day for Beacon has been postponed from March 13, 2025, due to these discussions. It is noted that there is no guarantee that these discussions will culminate in a transaction. Additionally, QXO intends to file a preliminary proxy statement to solicit proxies for electing its slate of director nominees at Beacon's upcoming Annual Meeting, emphasizing the importance of related documents for investors.

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Form Type: DEFA14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025022303

Filing Summary: On March 10, 2025, Beacon Roofing Supply, Inc. communicated to its employees about ongoing discussions with QXO concerning a potential acquisition. QXO has proposed to acquire the company for $124.35 per share in cash. The communication highlights that although significant evaluation has been performed to maximize shareholder value, no agreement has been finalized yet. The company's Board is reviewing opportunities while operations continue as usual. Employees are reminded of the company's strong performance history and the importance of their roles amidst these discussions. The document also mentions the filing of a solicitation/recommendation statement on Schedule 14D-9 with the SEC and encourages stockholders to read this and other important information regarding the upcoming Annual Meeting of Stockholders.

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Form Type: DFAN14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000691

Filing Summary: On March 10, 2025, QXO, Inc. and Beacon Roofing Supply, Inc. confirmed they are in discussions regarding a potential acquisition where QXO would acquire Beacon for $124.35 per share in cash, amounting to a total consideration of approximately $11 billion. QXO is currently conducting due diligence on Beacon’s business and the two companies are negotiating a definitive agreement. Additionally, Beacon has postponed its Investor Day that was set for March 13, 2025. The announcement includes a caution that there is no assurance that the discussions will lead to a finalized transaction.

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Form Type: DFAN14A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225000710

Filing Summary: On March 10, 2025, QXO, Inc., led by Chairman and CEO Brad Jacobs, announced that it is in discussions to acquire Beacon Roofing Supply, Inc. (Beacon) for approximately $11 billion total consideration or $124.35 per share in cash. This offer represents a 10-cent increase from a previously rebuffed offer. Both companies are negotiating a definitive agreement, with QXO conducting due diligence on Beacon's business. Beacon has delayed its investor day scheduled for March 13, 2025, emphasizing the potential of this combination as significant in the building-products distribution sector. Market analysts noted that QXO's acquisition of Beacon could streamline operations and enhance technological capabilities in a fragmented market. Both companies have acknowledged that there is no guarantee this negotiation will lead to a completed transaction, with regulatory approval and shareholder agreements still pending. This development comes amidst intensified deal activity in the building materials industry.

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Form Type: DFAN14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000649

Filing Summary: On March 6, 2025, QXO, Inc. updated its website to solicit shareholders of Beacon Roofing Supply, Inc. for its acquisition proposal of $124.25 per share. This offer has faced multiple rejections from Beacon, which claims it undervalues the company. The acquisition, valued at approximately $7.7 billion or about $11 billion including debt, was initially submitted on November 11, 2024. QXO has secured financing and is prepared to nominate new directors to Beacon's board. QXO's aggressive approach includes directly appealing to shareholders after failing to gain traction with Beacon's management. The tender offer is open until February 24, 2025, and it aims to provide compelling value to shareholders amidst management's defense of its share value. Analysts suggest the acquisition might prevail due to a lack of alternative bids and shareholder support for QXO's offer. Concerns have been raised regarding Beacon's performance and management's decisions, further complicating the situation as QXO continues to seek board control and regulatory approval for the deal.

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Form Type: DFAN14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000672

Filing Summary: On March 7, 2025, Brad Jacobs, the Chairman and CEO of QXO, Inc., communicated with the employees of Beacon Roofing Supply through a LinkedIn post regarding the potential acquisition of Beacon. He acknowledged the uncertainty surrounding the acquisition process and reassured employees that, if successful, the priority would be to listen to them and build on the existing foundations of the company. Jacobs expressed respect for the employees and highlighted the importance of their insights on improving the business. He emphasized his leadership style of inquiry and collaboration, noting his previous experience with around 500 acquisitions where employee ideas significantly strengthened operations. Jacobs conveyed goodwill towards the current employees regardless of the acquisition outcome.

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Form Type: DFAN14A

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000485

Filing Summary: On February 20, 2025, QXO, Inc. initiated an online portal to support its offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for an all-cash price of $124.25 per share, which is at a significant premium over Beacon's recent trading prices. The offer represents a 37% premium to Beacon’s unaffected 90-day volume-weighted average price (VWAP) of $91.02, as of November 15, 2024. Despite the attractiveness of the proposal, Beacon's management has reportedly employed tactics aimed at delaying the process and has adopted a poison pill strategy to obstruct the tender offer by QXO. Analysts have expressed skepticism about Beacon's claims of strong standalone growth under its 'Ambition 2025' plan, pointing out that the company's growth has consistently lagged behind its peers. QXO’s offer has been lauded by market experts as compelling, potentially leading to significant shareholder value, especially given Beacon's missed margin targets and stock sales by its executives at prices lower than QXO's bid. The company is expected to hold an investor day on March 13, which follows the timing of QXO's public engagement with shareholders, raising questions about the transparency of Beacon's internal projections and strategies.

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Form Type: DFAN14A

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125003963

Filing Summary: On February 12, 2025, QXO, Inc. announced that it has obtained antitrust clearance for its acquisition of Beacon Roofing Supply, Inc. This clearance was received in both the U.S. and Canada, allowing QXO to proceed with the transaction promptly. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, and early termination was granted by the Canadian Competition Bureau. QXO's chairman expressed readiness to complete the acquisition, emphasizing the removal of a 'poison pill' defense by Beacon to facilitate the process for its shareholders. The all-cash tender offer for Beacon's shares is set at $124.25 per share, which is noted to be a record high for Beacon's stock, remaining open until February 24, 2025. The company has assured there are no financing conditions obstructing the transaction's completion. Morgan Stanley is acting as the lead financial advisor for QXO, while legal counsel is provided by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The communication includes forward-looking statements and urges shareholders to read further materials filed with the SEC regarding the tender offer and upcoming proxy solicitation.

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Form Type: DFAN14A

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125003664

Filing Summary: On February 10, 2025, QXO, Inc. issued a statement urging shareholders of Beacon Roofing Supply, Inc. to accept its all-cash acquisition offer of $124.25 per share, criticizing the Board for misleading statements regarding the company's performance and prospects. QXO's offer is presented as a significant premium compared to Beacon's stock performance and is positioned as beneficial for shareholders amidst concerns about Beacon's declining market performance and margin targets. QXO asserts that there are no competing offers for Beacon, emphasizing the urgency for the Board to allow shareholders to decide on the proposal. The tender offer will remain valid until February 24, 2025, aiming for a quick acquisition thereafter, free from financing and due diligence conditions. This situation underscores potential management conflicts and questions about Beacon's current leadership.

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Form Type: DEFA14A

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: New

Accession Number: 000112494125000011

Filing Summary: On January 15, 2025, Beacon Roofing Supply, Inc. communicated to its employees regarding an unsolicited acquisition offer from QXO, Inc. The Company’s Board of Directors evaluated the offer and unanimously rejected it, determining that it significantly undervalued Beacon and its growth prospects. The communication emphasized the ongoing positive developments within Beacon, including the successful execution of their Ambition 2025 plan and upcoming strategic discussions planned for March 2025. The Company reassured employees that the acquisition proposal has no impact on business operations or strategy and encouraged maintaining focus on organizational goals. The letter also mentioned possible media attention resulting from the announcement and reiterated the importance of directed communications regarding the matter.

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Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000112494125000005

Filing Summary: On January 15, 2025, Beacon Roofing Supply, Inc. announced an unsolicited acquisition proposal from QXO, Inc. to acquire all outstanding shares of the Company. The press release detailing this proposal is included as Exhibit 99.1 in the filing. The document serves as a formal disclosure of this significant event to investors and regulators, highlighting the potential interest in the company from external parties.

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Form Type: DEFA14A

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000112494125000007

Filing Summary: On January 15, 2025, Beacon Roofing Supply, Inc. issued a press release concerning an unsolicited proposal from QXO, Inc. to acquire all outstanding shares of the Company. This proposal represents a potential acquisition, as it involves an external party expressing an interest in purchasing the company's shares, indicating a strategic move in the market. The press release serves to inform stakeholders about this development, reflecting the company's commitment to transparent communication regarding significant corporate events.

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Form Type: DFAN14A

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000129

Filing Summary: On January 15, 2025, QXO, Inc. announced a proposal to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share in cash. This press release serves as notice to the Board of Directors of Beacon. The proposal also indicates an intention to file a preliminary proxy statement along with a WHITE universal proxy card to solicit proxies for the election of QXO's director nominees at Beacon's 2025 annual stockholders meeting. Current participants in this solicitation include QXO and several individuals, although none own shares of Beacon stock at this time. Potential future updates will include detailed information about the participant's interests and holdings.

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