M&A - QXO, Inc.

Form Type: 424B5

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925052056

Filing Summary: On May 21, 2025, QXO, Inc. filed a prospectus supplement detailing the offering of 48,484,849 shares of its common stock and a concurrent public offering of 10,000,000 depositary shares representing a 1/20th interest in its Series B Mandatory Convertible Preferred Stock. The offering is intended to raise capital to repay indebtedness under their Term Loan Facility, strengthening their position for future acquisitions. As of April 29, 2025, QXO has completed the acquisition of Beacon Roofing Supply, Inc., which is now a wholly owned subsidiary renamed QXO Building Products, Inc. This acquisition positions QXO for substantial growth in the fragmented Building Products Distribution sector, which has an annual revenue of approximately $800 billion. The company plans to leverage Beacon's existing operations, customer base, and supply chain to enhance revenue and profitability, aiming for $50 billion in annual revenues in the next decade through strategic acquisitions and organic growth.

Form Type: 424B5

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925052059

Filing Summary: On May 21, 2025, QXO, Inc. filed a prospectus supplement regarding an offering of 10,000,000 Depositary Shares, representing a 1/20th interest in shares of 5.50% Series B Mandatory Convertible Preferred Stock. This offering is part of a strategy to strengthen its financial position for future acquisition opportunities, specifically following the recent acquisition of Beacon Roofing Supply, Inc. on April 29, 2025. The prospectus outlines the rights of shareholders in relation to dividends and conversion options associated with the Mandatory Convertible Preferred Stock, as well as detailing the public offering price and the underwriters involved. The offering is expected to close on May 27, 2025, which will enhance liquidity for QXO's expansion in the building products sector, targeting organic growth and further accretive acquisitions.

Form Type: 424B5

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925051069

Filing Summary: On May 20, 2025, QXO, Inc. filed a prospectus supplement related to its public offering of common stock and depositary shares. The document states that QXO is offering shares of its common stock alongside a separate offering of depositary shares representing interests in its Series B mandatory convertible preferred stock, with anticipated total proceeds of $1 billion. The funds from both offerings are intended for repaying indebtedness under the company's Term Loan Facility. This move comes following the completion of the acquisition of Beacon Roofing Supply, Inc. on April 29, 2025, aimed at establishing QXO as a leader in the Building Products Distribution sector, which has significant growth opportunities. The acquisition allows QXO to enhance its market position and drive future growth, leveraging Beacon’s established business operations throughout the U.S. and Canada. Furthermore, the document highlights potential risks associated with the investment and eligible jurisdictions for the offering, reinforcing that both offerings are independent of each other and that the completion of either is not conditional upon the other.

Form Type: 424B5

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925051078

Filing Summary: On May 20, 2025, QXO, Inc. filed a prospectus supplement related to the offering of depositary shares representing a 1/20th interest in shares of its % Series B Mandatory Convertible Preferred Stock. The offering includes the opportunity to purchase up to $1 billion in total between this offering and a concurrent public offering of common stock. Net proceeds are intended to repay indebtedness under a Term Loan Facility to enhance future acquisition capabilities. The document highlights the acquisition of Beacon Roofing Supply, Inc., completed on April 29, 2025, positioning QXO Building Products as a significant subsidiary. This acquisition aims to drive growth in the Building Products Distribution sector with a focus on operational excellence and revenue growth across diverse market segments. The filing includes risk factors, use of proceeds, and the company’s strategic vision to leverage the acquisition for future growth.

Form Type: 8-K

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925051003

Filing Summary: On May 20, 2025, QXO, Inc. reported the completion of its acquisition of QXO Building Products, Inc., as previously announced on April 29, 2025. The acquisition was executed under the Agreement and Plan of Merger dated March 20, 2025. This report includes unaudited condensed consolidated financial statements for QXO Building Products and unaudited pro forma combined financial information for both QXO and QXO Building Products, reflecting the financial status as of March 31, 2025, and for the year ended December 31, 2024. The report does not update the previously filed financial statements of QXO or include any new events following the last quarterly report.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025023834

Filing Summary: On March 20, 2025, QXO, Inc. entered into a Merger Agreement with Beacon Roofing Supply, Inc., completing the acquisition on April 29, 2025. The merger, which valued Beacon at approximately $11 billion, transitions QXO to a building products distribution company, significantly expanding its operational scope. The company is now the largest publicly traded distributor of roofing, waterproofing, and complementary building products in the U.S., aiming for $50 billion in annual revenues through growth and acquisitions. Financially, QXO reported a net income of $8.755 million for the quarter ended March 31, 2025, alongside a focus on critical software applications and professional services.

Form Type: 424B5

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125014221

Filing Summary: On April 16, 2025, QXO, Inc. filed a preliminary prospectus supplement related to an offering of $500,000,000 of shares of its common stock. This offering is connected to its recent merger agreement with Beacon Roofing Supply, Inc, where QXO intends to acquire Beacon for approximately $11 billion, equating to $124.35 per share in cash. The acquisition aims to solidify QXO's position in the Building Products Distribution sector, characterized by a projected growth to $800 billion in annual revenue. In addition, QXO plans to use the proceeds from the stock offering to finance the acquisition costs and cover related expenses. The company emphasizes that the offering is not contingent upon the acquisition's completion, and should the acquisition not go through, the funds will be directed towards general corporate purposes. The merger with Beacon, which operates 586 branches and covers a diversified product range, is seen as a strategic move to leverage Beacon’s established market presence and customer base.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125014209

Filing Summary: On April 16, 2025, QXO, Inc. filed a Form 8-K to report its acquisition of Beacon Roofing Supply, Inc., as stipulated in the Agreement and Plan of Merger entered into on March 20, 2025. The acquisition is structured as a two-step all cash transaction, starting with a tender offer for Beacon’s shares and concluding with a back-end merger. The transaction is projected to close at the end of April 2025, contingent upon a majority of Beacon's shareholders tendering their shares and fulfilling customary closing conditions. The 8-K includes the audited financial statements of Beacon as of December 31, 2024 and 2023, along with pro forma financial information for both QXO and Beacon as if the acquisition had occurred on January 1, 2024. It also contains the consent of Ernst & Young LLP, the independent registered public accounting firm for Beacon.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000114036125009591

Filing Summary: On March 20, 2025, QXO, Inc. entered into a Merger Agreement with Beacon Roofing Supply, Inc. and Queen MergerCo, Inc., a subsidiary of QXO. The agreement stipulates that QXO will amend its previous tender offer for all outstanding shares of Beacon common stock, increasing the offer price from $124.25 to $124.35 per share. The amended tender offer will be open for a minimum of 10 business days and is subject to various customary closing conditions including regulatory approvals and the valid tender of a majority of Beacon's shares. Following the offer, the Merger Sub will merge with Beacon, resulting in Beacon becoming a wholly owned subsidiary of QXO. The agreement includes provisions for the treatment of outstanding equity awards, and outstanding employee stock purchase rights will be exercised automatically. The Merger Agreement has been unanimously approved by QXO's board and includes termination rights and a termination fee of $336,931,450 under certain conditions. Additional disclosures were issued in a joint press release on the same date.

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000095014225000128

Filing Summary: On January 15, 2025, QXO, Inc. announced its proposal to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share in cash. This announcement was made public through a press release attached as Exhibit 99.1 to the Current Report on Form 8-K. QXO intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the SEC to solicit proxies for the election of its director nominees at Beacon's 2025 annual meeting of stockholders. The participants in this proxy solicitation are QXO and several individuals associated with the company, but as of the date of the communication, no participants beneficially own shares of Beacon common stock. The preliminary proxy statement will provide important information for Beacon's stockholders, and QXO strongly advises them to read it and other related documents as they become available.