Tender Offer - BEACON ROOFING SUPPLY INC

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Form Type: SC TO-T/A

Filing Date: 2025-04-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225001191

Filing Summary: This document is Amendment No. 33 to the Tender Offer Statement filed by QXO, Inc. and Queen MergerCo, Inc. regarding their offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.35 per share in cash, as detailed in the Amended and Restated Offer to Purchase dated March 31, 2025. The amendment does not change the information provided in previous filings except where specified and adds an email from QXO's Chief Human Resources Officer to Beacon employees dated April 25, 2025, as an exhibit. It signifies the continuation of the tender offer process initiated on January 27, 2025.

Additional details:

Tender Offer Price: 124.35

Tender Offer Expiration Date: not specified

Form Type: SC 14D9/A

Filing Date: 2025-04-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025033496

Filing Summary: Amendment No. 18 to Schedule 14D-9 is filed by Beacon Roofing Supply, Inc. regarding a tender offer made by QXO, Inc. and its subsidiary Queen MergerCo, Inc. The companies are offering to purchase all outstanding common stock of Beacon Roofing Supply for $124.35 per share, in cash, net of taxes. This amendment provides updates and clarifications to information originally filed on February 6, 2025, and further amended on March 31, 2025. The filing also incorporates an exhibit related to a current report on Form 8-K that presents preliminary financial results for the quarter ended March 31, 2025.

Additional details:

Exhibit Number: (a)(33)

Description: Current Report on Form 8-K disclosing unaudited preliminary analysis of certain financial results for the three months ended March 31, 2025.

Form Type: SC 14D9/A

Filing Date: 2025-04-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025033821

Filing Summary: This document is an amendment to the previously filed Schedule 14D-9 by Beacon Roofing Supply, Inc., regarding the tender offer made by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. The tender offer is for the acquisition of all outstanding shares of Beacon's common stock at a price of $124.35 per share in cash, without interest. This amendment updates the expiration time of the tender offer to 5:00 p.m. New York City time on April 28, 2025, with potential for extension based on the Merger Agreement. The rest of the information in the previous filings remains unchanged.

Additional details:

Tender Offer Price: 124.35

Expiration Time: 2025-04-28T17:00:00-04:00

Form Type: SC TO-T/A

Filing Date: 2025-04-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225001116

Filing Summary: This document is an Amendment No. 31 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc., which offers to purchase all outstanding shares of Beacon Roofing Supply, Inc. at $124.35 per share. The expiration of the tender offer has been extended to 5:00 p.m., New York City time, on April 28, 2025. As of April 19, 2025, approximately 23,820,838 shares, roughly 38.32% of the outstanding shares, have been validly tendered. Shareholders who previously tendered their shares do not need to take any further action due to this extension. The document includes references to the Offer to Purchase and a press release regarding the extension.

Additional details:

Tender Offer Price: 124.35

Expiration Time: 2025-04-28T17:00:00-04:00

Shares Tendered: 23820838

Percentage Tendered: 38.32

Form Type: SC TO-T/A

Filing Date: 2025-04-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225001123

Filing Summary: This document is Amendment No. 32 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. concerning a third-party tender offer by the Purchaser to acquire all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.35 per share in cash. The amendment updates details regarding the financial resources for the offer, citing an underwriting agreement entered into on April 16, 2025, which involved the sale of 37,735,850 shares of QXO's common stock at a public offering price of $13.25 per share, resulting in net proceeds of approximately $490 million. QXO anticipates sufficient cash availability to cover the offer price, refinance debt, and address related expenses. The amendment also includes updates to the Schedule TO and associated Offer to Purchase documentation, ensuring compliance with related SEC regulations.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Offer Price: 124.35

Equity Offering Shares Sold: 37735850

Equity Offering Public Price: 13.25

Equity Offering Net Proceeds: 490000000

Underwriters: Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC

Form Type: SC 14D9/A

Filing Date: 2025-04-14

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025031619

Filing Summary: This is Amendment No. 17 to the Schedule 14D-9 solicitation/recommendation statement filed by Beacon Roofing Supply, Inc. The original filing, made on February 6, 2025, relates to a tender offer initiated by QXO, Inc. and its subsidiary Queen MergerCo, Inc. to acquire all outstanding shares of Beacon Roofing Supply common stock at a price of $124.35 per share in cash. The amendment updates the expiration time of the tender offer to 5:00 p.m. New York City time on April 21, 2025, with provisions for possible extensions as outlined in the Merger Agreement. No other information in the original statement is changed by this amendment.

Additional details:

Tender Offer Price: 124.35

Expiration Time: 2025-04-21T17:00:00-04:00

Form Type: SC TO-T/A

Filing Date: 2025-04-14

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225001043

Filing Summary: On April 14, 2025, QXO, Inc. announced an extension of the Expiration Time of its tender offer for all outstanding shares of common stock of Beacon Roofing Supply, Inc., increasing the deadline to April 21, 2025, at 5:00 p.m. New York City time. The previous expiration was set for April 14, 2025. As of April 11, 2025, approximately 23,379,827 shares, roughly 37.63% of the outstanding shares, have been validly tendered. Shareholders who have tendered their shares do not need to take further action in response to this extension. The announcement is detailed in a press release attached as Exhibit (a)(5)(HH).

Additional details:

Third Party Tender Offer: true

Offer Price: 124.35

Expiration Time: 2025-04-21T17:00:00-04:00

Shares Tendered: 23379827

Percent Shares Tendered: 37.63

Form Type: SC 14D9/A

Filing Date: 2025-04-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025030704

Filing Summary: Amendment No. 16 to Schedule 14D-9 is filed by Beacon Roofing Supply, Inc., related to a tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. to purchase all outstanding shares of Beacon's common stock at a price of $124.35 per share in cash, subject to required withholding taxes. The document serves as an update to the previous filings, specifically revising details from the original filing date of February 6, 2025, and incorporating findings from the prior amendment on March 31, 2025. This amendment also includes an addition to the list of exhibits, specifically an Employee FAQ issued on April 9, 2025.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Tender Offer Price: 124.35

Exhibit Description: Employee FAQ issued by the Company on April 9, 2025.

Form Type: SC TO-T/A

Filing Date: 2025-04-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225001026

Filing Summary: Amendment No. 29 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. on January 27, 2025, pertains to their offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. (Beacon) at a price of $124.35 per share in cash. This amendment includes updated information regarding the tender offer along with a new exhibit, an FAQ document for Beacon employees dated April 9, 2025. The filing indicates that the offer, structured as a third-party tender offer under Rule 14d-1, is still subject to the terms and conditions set forth in the original Offer to Purchase dated March 31, 2025. There were no other substantial changes to the information in the original Schedule TO as referenced in this amendment.

Additional details:

Tender Offer Price: 124.35

Offeror Name: Queen MergerCo, Inc.

Parent Of Offeror Name: QXO, Inc.

Offer Date: 2025-03-31

Faqs For Employees Date: 2025-04-09

Form Type: SC TO-T/A

Filing Date: 2025-04-02

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000964

Filing Summary: This document is Amendment No. 28 to the Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 for Beacon Roofing Supply, Inc. The filing is by QXO, Inc. and Queen MergerCo, Inc., who are making a third-party tender offer to purchase all outstanding shares of Beacon Roofing Supply at a price of $124.35 per share in cash, subject to conditions set forth in the Amended Offer to Purchase dated March 31, 2025. This amendment updates and supplements the previous Schedule TO filed on January 27, 2025, and includes additional exhibits such as news articles and social media posts related to the offer. The document confirms that the information provided is true and correct as certified by the Chief Legal Officer of QXO, Inc.

Additional details:

Tender Offer Price: 124.35

Offeror Name: Queen MergerCo, Inc.

Parent Of Offeror: QXO, Inc.

Title Of Class Of Securities: Common Stock

Cusip Number: 073685109

Form Type: SC 14D9/A

Filing Date: 2025-04-01

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025026560

Filing Summary: Beacon Roofing Supply, Inc. amended its previous filing, Schedule 14D-9, to reflect critical updates regarding a tender offer initiated by QXO, Inc. and its subsidiary, Queen MergerCo, Inc. The updated filing reveals that, as of March 20, 2025, the Offeror increased the cash offer price to $124.35 per share for all outstanding shares of Beacon Roofing Supply, which will now be followed by a merger of the Offeror with Beacon Roofing Supply. The offer is set to expire at 5:00 PM New York City time on April 14, 2025, unless extended. This action constitutes a significant change in control over Beacon Roofing Supply as defined by the company’s stock plans. The document also discusses various arrangements and agreements with QXO, including a confidentiality agreement and provisions for indemnification of current and former directors and officers of the company.

Additional details:

Tender Offer Price: 124.35

Expiration Date: 2025-04-14

Merger Sub: Queen MergerCo, Inc.

Offeror: QXO, Inc.

Last Amendment Date: 2025-03-20

Initial Offer Date: 2025-01-27

Form Type: SC TO-T/A

Filing Date: 2025-04-01

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000928

Filing Summary: Amendment No. 27 to the Tender Offer Statement on Schedule TO, filed by QXO, Inc. and Queen MergerCo, Inc., relates to the ongoing tender offer for Beacon Roofing Supply, Inc., extending the offer expiration to April 14, 2025. The previous expiration date was March 31, 2025. As of that date, approximately 26,359,566 shares, or 42.66% of the outstanding shares, have been tendered. Shareholders who have already tendered need not take further action due to the extension. A press release outlining these changes was also issued on April 1, 2025.

Additional details:

Offer Price: 124.35

Tendered Shares: 26359566

Tendered Percentage: 42.66

Expiration Time: April 14, 2025

Form Type: SC TO-T/A

Filing Date: 2025-04-01

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125011443

Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc., relating to their offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.35 per share. The tender offer is extended until April 14, 2025. As of March 31, 2025, a total of 26,359,566 shares, representing approximately 42.66% of the issued and outstanding shares, have been tendered and not withdrawn. The document also updates several exhibits related to the tender offer, indicating the ongoing process and regulatory compliance under the Securities Exchange Act of 1934.

Additional details:

Tender Offer Price: 124.35

Expiration Date: 2025-04-14

Shares Tendered: 26359566

Percentage Tendered: 42.66

Form Type: SC TO-T/A

Filing Date: 2025-03-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000865

Filing Summary: This document is Amendment No. 25 to the Tender Offer Statement under Schedule TO related to the acquisition of Beacon Roofing Supply, Inc. by QXO, Inc. and its subsidiary, Queen MergerCo, Inc. The amendment updates previous filings and reiterates the offer to purchase all outstanding shares of common stock of Beacon Roofing Supply at a price of $124.25 per share, which is to be paid to sellers in cash, without interest and less any required withholding taxes. The offer conditions and terms outlined in the original Offer to Purchase dated January 27, 2025, remain unchanged and applicable. Additionally, this amendment adds a social media post by Brad Jacobs dated March 27, 2025, as a new exhibit to the filing.

Additional details:

Tender Offer Price: 124.25

Offeror Name: QXO, Inc.

Purchaser Name: Queen MergerCo, Inc.

Date Of Offer: 2025-01-27

Exhibit Added: social media post by Brad Jacobs on March 27, 2025

Form Type: SC TO-T/A

Filing Date: 2025-03-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000859

Filing Summary: Amendment No. 24 to the Tender Offer Statement filed by QXO, Inc. and Queen MergerCo, Inc. relates to the acquisition of all outstanding shares of common stock of Beacon Roofing Supply, Inc. The offer price is set at $124.25 per share, payable in cash, with no interest and less applicable withholding taxes. This amendment does not change the information already disclosed in the original Schedule TO filed on January 27, 2025, except for the incorporation of a social media post by Brad Jacobs dated March 26, 2025, as an exhibit. The filing remains focused on the third-party tender offer under Rule 14d-1, as indicated in the filing. The document includes details on the entities involved in the tender offer and the process for submitting shares. The current state of the offer remains aligned with the previously published terms, ensuring clarity on the conditions for shareholders desiring to participate in the offer.

Additional details:

Offer Price: 124.25

Cusip Number: 073685109

Filing Persons: QXO, Inc., Queen MergerCo, Inc., Queen Holdco, LLC, Queen Topco, LLC

Address: Five American Lane, Greenwich, CT 06831

Contact Number: (888) 998-6000

Exhibit Social Media Post: (a)(5)(BB) Social media post by Brad Jacobs on March 26, 2025.

Form Type: SC TO-T/A

Filing Date: 2025-03-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000820

Filing Summary: This document is Amendment No. 23 to the Tender Offer Statement filed by QXO, Inc. and Queen MergerCo, Inc. on January 27, 2025. It pertains to a third-party tender offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share in cash, minus any applicable taxes. The amendment updates certain information and incorporates prior filings by reference. It also adds a new exhibit, which is a social media post made by Brad Jacobs on March 21, 2025.

Additional details:

Shares Price: 124.25

Issuer Name: Beacon Roofing Supply, Inc.

Offeror Name: Queen MergerCo, Inc.

Parent Name: QXO, Inc.

Other Filing Persons: ["Queen Holdco, LLC","Queen Topco, LLC"]

Counsel Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP

Counsel Address: 1285 Avenue of the Americas, New York, NY 10019

Counsel Phone: (212) 373-3000

Form Type: SC 14D9/A

Filing Date: 2025-03-20

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025025575

Filing Summary: This document is Amendment No. 14 to Schedule 14D-9 filed by Beacon Roofing Supply, Inc. in relation to an unsolicited tender offer made by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. The amendment provides updates to the solicitation statement originally filed on February 6, 2025. The tender offer aims to acquire all outstanding shares of Beacon Roofing's common stock at a price of $124.25 per share in cash, excluding interest and withholding taxes. The expiration date for this tender offer is set for March 31, 2025, at 5:00 p.m. New York City time, unless extended or terminated sooner. The document also mentions new exhibits including a joint press release and communications to employees, all dated March 20, 2025, providing more context and guidance regarding the tender offer.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Expiration Time: 2025-03-31T17:00:00-05:00

Tender Offer Price: 124.25

New Exhibits: [{"exhibit_number":"a(26)","description":"Joint Press Release"},{"exhibit_number":"a(27)","description":"Message to employees"},{"exhibit_number":"a(28)","description":"Employee FAQ"},{"exhibit_number":"a(29)","description":"LinkedIn post"}]

Form Type: DFAN14A

Filing Date: 2025-03-19

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000793

Filing Summary: On March 19, 2025, QXO, Inc. announced the extension of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share. The tender offer, originally set to expire on March 18, 2025, will now remain open until 5:00 p.m. (New York City time) on March 19, 2025. As of March 18, 2025, approximately 12,784,233 shares, or about 20.76% of the total outstanding shares, had been validly tendered and not withdrawn. Shareholders who have already participated in the tender do not need to take further action. QXO plans to leverage this acquisition to enhance its position in the building products distribution industry, which is valued at $800 billion. The announcement also includes a warning about forward-looking statements that might not come to fruition due to inherent risks and uncertainties associated with such business transactions, emphasising the necessity for investors to consider the details in the SEC filings related to the tender offer.

Additional details:

Tender Offer Price: 124.25

Tender Offer Expiration: 2025-03-19T17:00:00

Shares Tendered: 12784233

Percentage Tendered: 20.76

Form Type: SC 14D9/A

Filing Date: 2025-03-19

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025025143

Filing Summary: This document is Amendment No. 13 to the Solicitation/Recommendation Statement on Schedule 14D-9 relating to the unsolicited tender offer made by QXO, Inc. for the common stock of Beacon Roofing Supply, Inc. The offer price is set at $124.25 per share in cash, excluding interest and any required withholding taxes. The amendment updates details about the identity and background of the offering parties and restates the expiration time of the tender offer, which is set for 5:00 p.m., New York City time, on March 19, 2025. The information provided in the previous filings remains unchanged except for the clarifications made in this amendment.

Additional details:

Tender Offer Price: 124.25

Expiration Time: 2025-03-19T17:00:00-05:00

Offering Party: QXO, Inc.

Offering Party Type: delaware corporation

Form Type: SC TO-T/A

Filing Date: 2025-03-19

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000792

Filing Summary: On March 19, 2025, QXO, Inc. announced an extension of the Expiration Time of its tender offer for all outstanding shares of Beacon Roofing Supply, Inc. until 5:00 p.m. New York City time on the same day, having previously scheduled the expiration for March 18, 2025. As of the prior expiration, approximately 12,784,233 shares, representing around 20.76% of the issued and outstanding shares, were validly tendered and not properly withdrawn. Shareholders who had already tendered their shares were informed that no further action was required in response to this extension. Amendments included various references in the Offer to Purchase and related documents reflecting this updated expiration date. A related press release detailing this extension was also provided as an exhibit.

Additional details:

Tender Offer Price: 124.25

Shares Validly Tendered: 12784233

Percentage Of Shares Tendered: 20.76

Previous Expiration Time: 2025-03-18T17:00:00

New Expiration Time: 2025-03-19T17:00:00

Form Type: DFAN14A

Filing Date: 2025-03-18

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000771

Filing Summary: On March 17, 2025, QXO, Inc. announced an $830 million private placement, contingent upon the completion of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. QXO plans to sell approximately 67.5 million shares of its common stock at $12.30 per share in this private placement. The tender offer seeks to acquire Beacon at a revised price of $124.35 per share, valuing Beacon at approximately $7.7 billion, or $11 billion when including debt. QXO's ongoing proxy solicitation is aimed at electing its director nominees at Beacon's 2025 Annual Meeting and relates to its attempt to finalize its acquisition of Beacon, with past negotiations having turned amicable following QXO's improved offer.

Additional details:

Tender Offer Price: 124.35

Private Placement Amount: 830 million

Number Of Shares: 67.5 million

Per Share Price: 12.30

Deal Value With Debt: 11 billion

Tender Offer Date: 2025-03-17

Filing Date Schedule To: January 27, 2025

Solicitation Statement Date: February 6, 2025

Form Type: SC TO-T/A

Filing Date: 2025-03-18

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000770

Filing Summary: This document is an Amendment No. 20 to the Tender Offer Statement filed by QXO, Inc. and its affiliate Queen MergerCo, Inc., related to the offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share. The filing pertains to a third-party tender offer under Rule 14d-1 of the Securities Exchange Act of 1934. It provides details of the offer, including the purchase price and the conditions under which shares may be sold. Additionally, the amendment updates Item 12 by adding recent exhibits, including a press release and a news article link concerning the tender offer, both dated March 17, 2025. The filing emphasizes that all previous information remains unchanged unless otherwise stated in this amendment.

Additional details:

Tender Offer Price: 124.25

Filing Person Name: QXO, Inc.

Filing Person Address: Greenwich, CT 06831

Contact Person: Christopher Signorello

Contact Person Title: Chief Legal Officer

Form Type: DFAN14A

Filing Date: 2025-03-17

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000753

Filing Summary: On March 17, 2025, QXO, Inc. announced the extension of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share. The tender offer was originally set to expire on March 14, 2025, but has now been extended until March 18, 2025. As of the latest update, approximately 11,293,572 shares, or about 18.34% of Beacon's issued and outstanding shares, had been validly tendered and not withdrawn. Shareholders who have already tendered their shares do not need to take further action due to this extension. For additional assistance, shareholders may contact the information agent for the tender offer, Innisfree M&A Incorporated. Furthermore, QXO has plans to solicit proxies at Beacon’s 2025 Annual Meeting for the election of its director nominees. Important documentation concerning the tender offer has been filed with the Securities and Exchange Commission (SEC) and is accessible to investors.

Additional details:

Tender Offer Price: 124.25

Number Of Shares Tendered: 11293572

Percentage Of Shares Tendered: 18.34

Tender Offer Expiration Date: 2025-03-18

Form Type: SC 14D9/A

Filing Date: 2025-03-17

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025024594

Filing Summary: On March 17, 2025, Beacon Roofing Supply, Inc. filed Amendment No. 12 to its Solicitation/Recommendation Statement on Schedule 14D-9, originally submitted on February 6, 2025. This amendment pertains to the unsolicited tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. for all outstanding shares of Beacon Roofing's common stock at a price of $124.25 per share in cash, less applicable withholding taxes. The expiration of this tender offer is set for March 18, 2025, at 5:00 p.m. New York City time, unless extended or terminated by the Offeror. The amendment updates specific wording in the previous filing regarding the purpose of the tender offer, confirming that the objective is to acquire shares that have been validly tendered before the offer's expiration date. No other changes to the information provided in the original filing are noted.

Additional details:

Tender Offer Price: 124.25

Expiration Time: 2025-03-18 17:00:00

Form Type: SC TO-T/A

Filing Date: 2025-03-17

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000752

Filing Summary: On March 17, 2025, QXO, Inc. announced an extension of its tender offer for all outstanding shares of Beacon Roofing Supply, Inc. The offer price is set at $124.25 per share. The previously scheduled expiration date of the offer was March 14, 2025, which has now been extended to 5:00 p.m. on March 18, 2025. As of March 14, 2025, approximately 11,293,572 shares, or 18.34% of the total outstanding shares, had been validly tendered and not withdrawn. Shareholders who have already tendered their shares do not need to take further action due to this extension. The filing includes relevant amendments and a press release regarding the extension. This Amendment No. 19 updates the tender offer statement originally filed on January 27, 2025.

Additional details:

Tender Offer Price: 124.25

Expiration Time: 2025-03-18T17:00:00-05:00

Shares Validly Tendered: 11293572

Percentage Of Outstanding Shares Tendered: 18.34

Form Type: SC TO-T/A

Filing Date: 2025-03-14

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000745

Filing Summary: This is Amendment No. 18 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. regarding the offer to purchase all outstanding common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share. The offer is being conducted by QXO, Inc., a Delaware corporation, through its wholly owned subsidiary Queen MergerCo, Inc. This amendment does not change any previously disclosed terms but provides updates and new exhibit additions, notably news articles related to QXO’s offer on Beacon's website, updated as of March 14, 2025. The initial filing occurred on January 27, 2025, and the offer remains subject to certain conditions. The filing also confirms that QXO and its subsidiaries are authorized representatives for communication regarding this tender offer.

Additional details:

Shares Price: 124.25

Issuer Name: Beacon Roofing Supply, Inc.

Offeror Name: Queen MergerCo, Inc.

Parent Company Name: QXO, Inc.

Other Filing Persons: Queen HoldCo, LLC, Queen TopCo, LLC

Form Type: DFAN14A

Filing Date: 2025-03-11

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000718

Filing Summary: On March 11, 2025, QXO, Inc. announced the extension of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share. The tender offer was originally set to expire on March 10, 2025, but will now remain open until March 14, 2025. As of the previous deadline, 11,115,328 shares, representing about 18.05% of the outstanding shares, were validly tendered. Shareholders who have already tendered their shares do not need to take further action. QXO has filed relevant documents with the SEC regarding this tender offer, which contains critical information for investors. The press release emphasizes QXO's goals and capabilities, including its plans to expand significantly in the building products distribution industry.

Additional details:

Tender Offer Price: 124.25

Tender Offer Expiration Date: 2025-03-14

Shares Validly Tendered: 11115328

Percentage Of Outstanding Shares: 18.05

Form Type: SC 14D9/A

Filing Date: 2025-03-11

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025022808

Filing Summary: This document is Amendment No. 11 to Schedule 14D-9, which amends the Solicitation/Recommendation Statement originally filed by Beacon Roofing Supply, Inc. The statement relates to an unsolicited tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. to acquire all issued and outstanding shares of Beacon Roofing's common stock at a price of $124.25 per share in cash. The amendment provides updated information regarding the tender offer, emphasizing that the purpose of the offer is to acquire shares that are validly tendered prior to the expiration date, which is set for 5:00 p.m. on March 14, 2025, unless extended or terminated earlier. The filing was made to ensure compliance with SEC regulations and to provide accurate transaction details to shareholders.

Additional details:

Tender Offer Price: 124.25

Expiration Time: 2025-03-14T17:00:00-05:00

Form Type: SC TO-T/A

Filing Date: 2025-03-11

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000717

Filing Summary: This Amendment No. 17 updates the Tender Offer Statement on Schedule TO filed on January 27, 2025, by QXO, Inc. and Queen MergerCo, Inc. regarding their offer to purchase all outstanding shares of Beacon Roofing Supply, Inc. at a price of $124.25 per share. The expiration time of the tender offer has been extended from March 10, 2025, to March 14, 2025, at 5:00 p.m. New York City time. As of the previous expiration time, approximately 11,115,328 shares, about 18.05% of the outstanding shares, were validly tendered. Shareholders did not need to take further action due to this extension. A press release announcing this extension is attached as an exhibit.

Additional details:

Tender Offer Price: $124.25

Tender Offer Expiration Time: 2025-03-14 17:00:00

Shares Tendered: 11,115,328

Percentage Of Shares Tendered: 18.05%

Form Type: SC 14D9/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025021890

Filing Summary: Beacon Roofing Supply, Inc. filed an Amendment No. 9 to its Schedule 14D-9 regarding an unsolicited tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. The offer is to buy all outstanding shares of the common stock of Beacon Roofing Supply for $124.25 per share in cash. The Board of Beacon Roofing has authorized outreach to explore alternatives to the tender offer. On March 10, 2025, it was announced that the companies are in negotiations for a potential acquisition by QXO at a price of $124.35 per share. The company has not ceased discussing potential business transactions and is currently not engaged in any other negotiations related to significant acquisitions, mergers, or liquidations, nor any material changes to its financial strategies or assets.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Contact Person: Christine E. Reddy

Contact Person Title: Executive Vice President, General Counsel

Contact Person Address: 505 Huntmar Park Drive, Suite 300, Herndon, Virginia 20170

Contact Person Phone: (571) 323-3939

Additional Contact Persons: [{"name":"Kai H.E. Liekefett","firm":"Sidley Austin LLP"},{"name":"Leonard Wood","firm":"Sidley Austin LLP"},{"name":"Eric M. Swedenburg","firm":"Simpson Thacher & Bartlett LLP"},{"name":"Lee A. Meyerson","firm":"Simpson Thacher & Bartlett LLP"}]

Form Type: SC 14D9/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025022315

Filing Summary: This document is an amendment (Amendment No. 10) to the Solicitation/Recommendation Statement filed by Beacon Roofing Supply, Inc. regarding an unsolicited tender offer by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. The offer is for all outstanding shares of Beacon Roofing's common stock, priced at $124.25 per share in cash, excluding interest and any required withholding taxes. The original filing date was February 6, 2025, and this amendment includes the addition of an employee message dated March 10, 2025. The overall information in the statement remains unchanged except for the updates mentioned in this amendment.

Additional details:

Common Stock Par Value: $0.01

Tender Offer Price: $124.25

Date Of Original Filing: 2025-02-06

Form Type: SC TO-T/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000690

Filing Summary: Amendment No. 15 to the Tender Offer Statement on Schedule TO, filed by QXO, Inc. and Queen MergerCo, Inc., indicates an ongoing tender offer for all outstanding shares of common stock of Beacon Roofing Supply, Inc., at a price of $124.25 per share in cash. This amendment adds a press release dated March 10, 2025, as an exhibit and confirms no other changes to the previous filings. The offer is subject to the terms and conditions stated in the Offer to Purchase, initially filed on January 27, 2025. The tender offer is classified as a third-party tender offer under Rule 14d-1, and the filing is being amended under the relevant SEC regulations to keep it updated for stakeholders.

Additional details:

Tender Offer Price: 124.25

Offeror Name: QXO, Inc.

Purchaser Name: Queen MergerCo, Inc.

Common Stock Par Value: 0.01

Form Type: SC TO-T/A

Filing Date: 2025-03-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000709

Filing Summary: This document is Amendment No. 16 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. with the SEC. It relates to the offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share in cash. This amendment supports the ongoing tender offer process and includes updates such as new exhibits, including a social media post and news article links related to the offer. The tender offer is subject to customary conditions as outlined in the original Offer to Purchase dated January 27, 2025, which remains unchanged except for the amendments noted in this document.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Tender Offer Price: $124.25

Form Type: SC TO-T/A

Filing Date: 2025-03-07

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000648

Filing Summary: This document serves as Amendment No. 13 to the Tender Offer Statement under Schedule TO for Beacon Roofing Supply, Inc. The amendment is filed by QXO, Inc. and its subsidiaries regarding the acquisition of all outstanding shares of Beacon Roofing at a price of $124.25 per share. The offer is presented in cash, excluding taxes. The amendment includes updates to the exhibit section, specifically adding news article links related to the offer on QXO’s website. It outlines that the offer is a third-party tender offer under Rule 14d-1, and relates to the Tender Offer Statement originally filed on January 27, 2025. The amendment certifies the statement’s accuracy by Christopher Signorello, Chief Legal Officer.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Offer Price: 124.25

Form Type: SC TO-T/A

Filing Date: 2025-03-07

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000671

Filing Summary: This document is Amendment No. 14 to the Tender Offer Statement on Schedule TO filed by QXO, Inc., offering to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share in cash. The amendment updates the offer details and includes references to associated documents, including the Offer to Purchase and a Letter of Transmittal. It also mentions a social media post related to the tender offer dated March 7, 2025, and certifies that the information provided is complete and correct. The parties involved include Queen MergerCo, Inc. as the Purchaser and various other affiliated companies as filing persons.

Additional details:

Offer Price: 124.25

Shares: common stock

Cusip Number: 073685109

Filing Person: QXO, Inc.

Purchaser: Queen MergerCo, Inc.

Exhibit: (a)(5)(O) Social media post by Brad Jacobs on March 7, 2025.

Form Type: DFAN14A

Filing Date: 2025-03-05

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000638

Filing Summary: On March 5, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc., criticized Beacon Roofing Supply for a misleading press release regarding its Q1 2025 guidance, asserting that the company had provided clear guidance metrics, leading to significant downward revisions in forecasted EBITDA and revenue by analysts. QXO has attempted meetings with Beacon since July 2024, but claims Beacon insisted on a standstill agreement to prevent QXO from informing shareholders of its tender offer for Beacon. QXO announced that its tender offer remains open until Monday and has nominated a new board slate. Jacobs countered Beacon's argument that QXO's offer was too low by pointing out that Beacon's share price is currently trading below QXO’s offered price per share of $124.25, representing a 37% premium over the unaffected VWAP prior to the offer. Additionally, he highlighted the decline in relevant market indices and compared potential share price adjustments without QXO's offer, suggesting a substantial undervaluation for Beacon's stock.

Additional details:

Tender Offer Price: 124.25

Sell Side Estimate Q1 Ebitda: 74 million

Previous Sell Side Estimate Q1 Ebitda: 117 million

Sell Side Estimate Q1 Revenue: 1.83 billion

Previous Sell Side Estimate Q1 Revenue: 2.0 billion

Standstill Agreement: required for meetings

Market Price Difference: 10% below tender offer

Premium Over Vwap: 37%

Form Type: SC TO-T/A

Filing Date: 2025-03-05

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000637

Filing Summary: On March 5, 2025, an amendment was filed for the tender offer by QXO, Inc. and Queen MergerCo, Inc. to acquire all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share. This amendment updates the filing initially submitted on January 27, 2025, and incorporates additional exhibits, including social media posts and updated quotes related to the offer. The tender offer remains subject to the terms and conditions set forth in the related Offer to Purchase. The amendment does not alter the previously disclosed terms, retaining consistency across the documentation filed with the SEC.

Additional details:

Common Stock Price: 124.25

Filing Persons: ["QXO, Inc.","Queen MergerCo, Inc.","Queen HoldCo, LLC","Queen TopCo, LLC"]

Exhibits Added: ["Social media post by Brad Jacobs on March 5, 2025","Additional quotes for QXO's offer to purchase Beacon website, updated by QXO, Inc. on March 5, 2025"]

Form Type: DEFA14A

Filing Date: 2025-03-04

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025020279

Filing Summary: On March 4, 2025, Beacon Roofing Supply, Inc. issued a statement in response to QXO, Inc.'s second extension of its unsolicited tender offer to acquire all outstanding shares of Beacon common stock for $124.25 per share in cash. Beacon's Board of Directors maintains a unanimous recommendation that shareholders refrain from tendering their shares, arguing that the offer undervalues the company and does not serve the best interests of its shareholders. Despite QXO's efforts, only 19.12% of shareholders had tendered their shares, reflecting a lack of confidence in QXO's proposal. Beacon emphasized its commitment to maximizing shareholder value, citing record sales and strong performance despite economic challenges in 2024. The company noted that they would continue to seek alternatives and remain open to discussions with QXO if it pursues their offer further. Additionally, Beacon provided information about upcoming events, including an Investor Day scheduled for March 13, where future growth plans will be outlined.

Additional details:

Tender Offer Price: 124.25

Tendered Shares Percentage: 19.12

Next Event Date: 2025-03-13

Form Type: DFAN14A

Filing Date: 2025-03-04

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000597

Filing Summary: On March 4, 2025, QXO, Inc. announced the extension of its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share. The tender offer, originally set to expire on March 3, 2025, has been extended until March 10, 2025. QXO is prepared to complete the acquisition shortly after this date, as it is not contingent on any financing or due diligence conditions and has already secured antitrust clearance in the U.S. and Canada. QXO's chairman criticized Beacon’s board for blocking the offer despite recent sales of shares by Beacon's chairman and CEO at lower prices. As of March 3, 2025, approximately 11,810,616 shares, or roughly 19.18% of Beacon’s outstanding shares, had been tendered. QXO has also secured financing commitments from several major financial institutions, ensuring it can meet the acquisition costs and any necessary refinancing of Beacon's debt. Additionally, QXO plans to solicit proxies for the election of its director nominees at Beacon’s upcoming Annual Meeting, reinforcing its intent to pursue the acquisition actively.

Additional details:

Tender Offer Price: 124.25

Tender Offer Expiration Date: 2025-03-10

Number Of Tendered Shares: 11810616

Percentage Of Outstanding Shares: 19.18

Financing Commitments: Goldman Sachs, Morgan Stanley, Citi, Crédit Agricole, Wells Fargo, Mizuho

Form Type: SC 14D9/A

Filing Date: 2025-03-04

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025020277

Filing Summary: This is Amendment No. 8 to the Solicitation/Recommendation Statement filed by Beacon Roofing Supply, Inc. which relates to an unsolicited tender offer by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. for the purchase of all outstanding shares of Beacon Roofing Supply's common stock at a price of $124.25 per share in cash. The expiration date for the offer is set for 5:00 p.m., New York City time, on March 10, 2025, unless it is extended or terminated earlier. This amendment updates certain details in the original statement filed on February 6, 2025, specifically related to the tender offer and also adds new exhibits including a press release and a message to employees, both dated March 4, 2025.

Additional details:

Tender Offer Price: 124.25

Expiration Time: 2025-03-10T17:00:00-05:00

Form Type: SC TO-T/A

Filing Date: 2025-03-04

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000596

Filing Summary: Amendment No. 11 to the Tender Offer Statement on Schedule TO, originally filed on January 27, 2025, by QXO, Inc., announces an extension to the Expiration Time of the offer to purchase all outstanding shares of Beacon Roofing Supply, Inc. Common Stock at $124.25 per share. The new expiration time is set for 5:00 p.m. New York City time on March 10, 2025, an extension from the previous deadline of March 3, 2025. As of March 3, 2025, approximately 11,810,616 shares, representing 19.18% of the outstanding shares, had been tendered. Shareholders who have already tendered their shares do not need to take further action due to this extension. A press release regarding this extension was issued by QXO, Inc. on March 4, 2025.

Additional details:

Expiration Time: 2025-03-10T17:00:00-05:00

Tender Offer Price: 124.25

Percent Validly Tendered: 19.18

Number Of Shares Tendered: 11810616

Previous Expiration Time: 2025-03-03T17:00:00-05:00

Form Type: DEFA14A

Filing Date: 2025-02-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025018170

Filing Summary: On February 27, 2025, Beacon Roofing Supply, Inc. held its Fourth Quarter & Full Year 2024 earnings call. During the call, it was highlighted that QXO, Inc. had launched an unsolicited tender offer at $124.25 per share on January 27, 2025. The Company's Board, after consulting with independent financial and legal advisers, unanimously determined that the offer significantly undervalues the Company and recommended shareholders not to tender their shares. The Board expressed openness to considering opportunities to maximize shareholder value and announced plans to discuss future growth and long-term financial targets at an upcoming Investor Day on March 13, 2025. The communication included forward-looking statements and emphasized the importance of reading the associated solicitation and recommendation statement that would be available for shareholders.

Additional details:

Offer Price: 124.25

Event Date: 2025-01-27

Board Recommendation: not tender shares

Form Type: SC 14D9/A

Filing Date: 2025-02-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025018163

Filing Summary: This document is an Amendment No. 7 to the Schedule 14D-9 filed by Beacon Roofing Supply, Inc. regarding an unsolicited tender offer by QXO, Inc. and Queen MergerCo, Inc. to acquire all outstanding shares of the Company’s common stock at a price of $124.25 per share in cash. The amendment includes updates to the previous filings and adds new exhibits related to the Company's earnings call and earnings infographic dated February 27, 2025. The filing confirms that the earlier information remains unchanged except for the specified updates regarding exhibits.

Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number: 073685109

Tender Offer Price: 124.25

Exhibit No 19: Excerpt from Company’s Fourth Quarter & Full Year 2024 earnings call

Exhibit No 20: Fourth Quarter & Full Year 2024 Earnings Infographic

Exhibit No 21: Company advertisements

Form Type: DEFA14A

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025017150

Filing Summary: Beacon Roofing Supply, Inc. responds to QXO, Inc.’s extension of its unsolicited tender offer to acquire all outstanding shares of Beacon for $124.25 per share in cash. The Board of Directors unanimously recommends that shareholders not tender their shares, asserting that the offer significantly undervalues the company and its growth prospects. Despite QXO’s claim that approximately 10,685,631 shares have been tendered into the offer, representing 17.27% of all issued shares, the Board maintains confidence in Beacon’s standalone value and trajectory, encouraging shareholders to withdraw any shares tendered. The company is focused on its Ambition 2025 initiative and preparing for upcoming financial disclosures and meetings. Financial and legal advisory services are provided by J.P. Morgan and Lazard, as well as Sidley Austin LLP and Simpson Thacher & Bartlett LLP respectively.

Additional details:

Shareholder Participation: approximately 10,685,631 shares tendered

Offer Price: $124.25 per share

Held Shares Percentage: approximately 17.27%

Form Type: DFAN14A

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000534

Filing Summary: On February 25, 2025, QXO, Inc. announced that it is extending its all-cash tender offer to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share. The tender offer extension will remain open until 5:00 p.m. on March 3, 2025. As of February 24, 2025, approximately 10,685,631 shares have been tendered, representing about 17.27% of the issued and outstanding shares at that time. QXO has secured financing commitments to cover the purchase price and associated transaction costs, and believes the offer presents a significant opportunity for Beacon shareholders despite resistance from the Beacon Board due to a poison pill strategy. The communication contains information on the terms and methods of the tender offer and mentions that QXO and others anticipate filing a preliminary proxy statement in connection with the election of their director nominees at Beacon’s upcoming annual meeting.

Additional details:

Tender Offer Price: 124.25

Number Of Shares Tendered: 10685631

Percentage Of Outstanding Shares: 17.27

Financing Commitments: Goldman Sachs, Morgan Stanley, Citi, Crédit Agricole, Wells Fargo, Mizuho

Current Time Extension Expires: March 3, 2025

Form Type: SC 14D9/A

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025017147

Filing Summary: This document is Amendment No. 6 to the Schedule 14D-9 filed by Beacon Roofing Supply, Inc. regarding an unsolicited tender offer by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc., to acquire all outstanding shares of Beacon Roofing's common stock at a price of $124.25 per share in cash. The tender offer is set to expire on March 3, 2025, at 5:00 p.m. New York City time, unless extended or terminated early. The amendment updates information within the original Statement, which was first filed on February 6, 2025, detailing the purpose of the tender offer and providing additional communications such as a press release and a message to employees issued on February 25, 2025.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Tender Offer Price: 124.25

Expiration Time: 2025-03-03T17:00:00-05:00

Form Type: SC TO-T/A

Filing Date: 2025-02-25

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000533

Filing Summary: On February 25, 2025, QXO, Inc. announced an extension of the Expiration Time of the tender offer for all outstanding shares of common stock of Beacon Roofing Supply, Inc. The new expiration time is set for 5:00 p.m. New York City time on March 3, 2025, which is an extension from the previous expiration time of 12:00 midnight on February 24, 2025. As of February 24, 2025, approximately 10,685,631 shares, representing about 17.27% of Beacon's issued shares, had been validly tendered. Shareholders who have already tendered their shares are not required to take further action due to this extension. This amendment serves to update several related documents to reflect this change in expiration time, ensuring clarity in the tender offer process. A press release regarding this extension is included as an exhibit.

Additional details:

Expiration Time: 5:00 p.m. on March 3, 2025

Previous Expiration Time: 12:00 midnight on February 24, 2025

Shares Tendered: 10,685,631

Percentage Shares Tendered: 17.27%

Form Type: DFAN14A

Filing Date: 2025-02-24

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000521

Filing Summary: QXO, Inc. intends to file a preliminary proxy statement and a white universal proxy card to solicit proxies for the election of director nominees at Beacon Roofing Supply, Inc.'s 2025 Annual Meeting. On February 24, 2025, QXO announced a tender offer for Beacon's shares at $124.25 per share, representing a robust 37% premium over the 90-day volume-weighted average price. This offer is presented as an all-cash transaction, claiming it is the highest price Beacon's stock has ever traded. Forward-looking statements are included, outlining the intentions and potential risks associated with the transaction, highlighting the necessity for shareholder and regulatory approvals. Additionally, QXO filed a Tender Offer Statement with the SEC on January 27, 2025, and Beacon filed a related Solicitation/Recommendation Statement on February 6, 2025. The communication advises investors to read these documents carefully as they provide essential information regarding the tendering of shares.

Additional details:

Tender Offer Price: 124.25

Premium Percentage: 37

Offer Type: all-cash

Shareholder Approval Required: yes

Regulatory Approval Required: yes

Form Type: SC TO-T/A

Filing Date: 2025-02-24

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000520

Filing Summary: This document serves as Amendment No. 9 to the Tender Offer Statement under Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. regarding their offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share in cash. The Tender Offer was initially filed on January 27, 2025, and this amendment includes supplementary information confirming the ongoing nature of the tender offer and provides updates including the addition of search engine marketing advertisements issued by QXO, Inc. on February 24, 2025. It confirms ongoing compliance with SEC regulations related to the tender offer process, updates relevant correspondence, and maintains all other information from the initial filing. Christopher Signorello, as Chief Legal Officer, certifies the validity of the information provided.

Additional details:

Title Of Class Of Securities: Common Stock, par value $0.01 per share

Cusip Number Of Class Of Securities: 073685109

Offer Price Per Share: 124.25

Date Of Offer: 2025-01-27

Form Type: SC TO-T/A

Filing Date: 2025-02-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000484

Filing Summary: This document represents Amendment No. 7 to the Tender Offer Statement under Schedule TO for Beacon Roofing Supply, Inc. The filing was submitted by QXO, Inc. and Queen MergerCo, Inc. The purpose of this tender offer is for the Purchaser to acquire all outstanding shares of common stock of Beacon Roofing Supply at a price of $124.25 per share. The offer was initiated on January 27, 2025, and details surrounding the terms and conditions of the offer are outlined in the Offer to Purchase and associated Letter of Transmittal. An online portal for the offer was launched on February 20, 2025.

Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Offer Price: 124.25

Offer Launch Date: 2025-01-27

Online Portal Launch Date: 2025-02-20

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