Tender Offer - BEACON ROOFING SUPPLY INC

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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

Form Type: SC TO-T/A

Filing Date: 2025-02-21

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000499

Filing Summary: This Amendment No. 8 relates to the tender offer by Queen MergerCo, Inc., a subsidiary of QXO, Inc., 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 originally filed on January 27, 2025. This amendment serves to supplement and clarify details related to the offer, maintaining the original terms while incorporating additional information relevant to the filings, including a social media post by Brad Jacobs. The document confirms the structure and parties involved in the tender offer, emphasizing the ongoing engagement and updates regarding the acquisition process.

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Additional details:

Name Of Subject Company: BEACON ROOFING SUPPLY, INC.

Name Of Filing Person Offeror: QUEEN MERGERCO, INC.

Name Of Filing Person Parent Of Offeror: QXO, INC.

Name Of Filing Persons Other: QUEEN HOLDCO, LLC

Name Of Filing Persons Other: QUEEN TOPCO, LLC

Title Of Class Of Securities: Common Stock

Cusip Number Of Class Of Securities: 073685109

Tender Offer Price: $124.25

Exhibits Added: (a)(5)(H) Social media post by Brad Jacobs on February 21, 2025.

Form Type: SC 14D9/A

Filing Date: 2025-02-20

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025015460

Filing Summary: This Amendment No. 5 to Schedule 14D-9 updates the Solicitation/Recommendation Statement originally filed on February 6, 2025, regarding the unsolicited tender offer by QXO, Inc. and Queen MergerCo, Inc. to acquire all outstanding shares of Beacon Roofing Supply, Inc. at $124.25 per share in cash. The amendment highlights that J.P. Morgan and Lazard each provided opinions to the Board on February 5, 2025, stating that the proposed offer price was inadequate from a financial perspective for the company's shareholders. Furthermore, it was noted that six out of twelve brokers estimated price targets above the offered amount, indicating potential undervaluation of the shares by the offer. The document assures that other information in the original Statement remains unchanged.

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Additional details:

Title Of Class Of Securities: Common Stock

Counsel Name: Kai H.E. Liekefett

Counsel Firm: Sidley Austin LLP

Price Per Share: 124.25

Date Opinion Given: 2025-02-05

Brokers Reporting Price Targets: The Benchmark Company, J.P. Morgan, RBC Capital Markets, Loop Capital Markets, BMO Capital Markets, Thompson Research Group, Baird, Stifel Nicolaus, Raymond James, Stephens Inc, Jefferies, Truist Securities

Form Type: DEFA14A

Filing Date: 2025-02-14

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025014327

Filing Summary: On February 14, 2025, Beacon Roofing Supply, Inc. distributed a video message from CEO Julian G. Francis addressing recent developments regarding a tender offer from QXO. QXO has proposed to buy all shares of Beacon, prompting the Board of Directors to strongly recommend shareholders reject the tender offer, claiming it undervalues the company. The Board emphasizes the potential for better returns by holding shares. Additionally, QXO has nominated directors for consideration at the upcoming annual meeting, initiating a proxy contest. The Board will evaluate these nominees and communicate its recommendations in the proxy statement. The communication also highlights the importance of remaining focused on the company's operations amid the tender offer situation.

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Additional details:

Tender Offer Entity: QXO, Inc.

Tender Offer Status: Pending

Board Recommendation: reject tender offer

Proxy Contest: initiated by QXO

Upcoming Meeting: 2025 Annual Meeting of Stockholders

Video Transcript: CEO Julian G. Francis addresses employees and discusses tender offer and company's position

Company Website: BeaconBuildsValue.com

Form Type: SC 14D9/A

Filing Date: 2025-02-14

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025014297

Filing Summary: This Amendment No. 4 to Schedule 14D-9 amends and supplements the previously filed Solicitation/Recommendation Statement by Beacon Roofing Supply, Inc. regarding the unsolicited tender offer by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. The tender offer aims to purchase all outstanding shares of Beacon Roofing Supply's common stock at a price of $124.25 per share in cash, excluding interest and withholding taxes. The document indicates that there are no changes to the information previously stated in the initial filings, except for the amendments outlined in this document. Additionally, a transcript of a video message by the Chief Executive Officer addressed to the company's employees was added as an exhibit, distributed on February 14, 2025.

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Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Tender Offer Price: $124.25

Ceo Video Transcript Date: 2025-02-14

Form Type: DEFA14A

Filing Date: 2025-02-13

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025013181

Filing Summary: Beacon Roofing Supply, Inc. announced that its Board of Directors received notice from QXO, Inc. nominating ten individuals for election to Beacon's Board at the upcoming Annual Meeting. This follows QXO's unsolicited tender offer to acquire all outstanding shares of Beacon for $124.25 per share, which the Beacon Board unanimously rejected as undervaluing the company. The Board maintains that the offer is not in the best interest of Beacon and its shareholders and encourages others not to tender shares. The Company has filed a recommendation statement on Schedule 14D-9 with the SEC regarding this unsolicited offer and further related materials have been made available. The Board plans to evaluate the nominations from QXO and will provide recommendations in the proxy statement ahead of the Annual Meeting, planned to address shareholder value maximization strategies and future growth plans during an Investor Day on March 13, 2025.

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Additional details:

Bx Offer Price: $124.25

Qxo Nominations: ten individuals

Event Date: 2025-02-12

Form Type: SC 14D9/A

Filing Date: 2025-02-13

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025013178

Filing Summary: This Amendment No. 3 to Schedule 14D-9 amends the previous Solicitation/Recommendation Statement originally filed by Beacon Roofing Supply, Inc. on February 6, 2025, related to an unsolicited tender offer by QXO, Inc. and its wholly-owned subsidiary Queen MergerCo, Inc. The tender offer aims to purchase all outstanding shares of Beacon Roofing Supply's common stock for $124.25 per share in cash. The filing includes updated information and additional exhibits, such as a press release dated February 12, 2025, concerning director nominations by QXO. No other information has been altered in this amendment.

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Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number: 073685109

Tender Offer Price: $124.25

Form Type: DFAN14A

Filing Date: 2025-02-12

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000328

Filing Summary: On February 12, 2025, QXO, Inc. announced its proposal to nominate a slate of 10 independent directors to replace the current Board of Directors at Beacon Roofing Supply, Inc. QXO is also conducting a tender offer to buy all outstanding shares of Beacon at $124.25 per share, which represents a 37% premium over Beacon's recent stock price. This offer, valued at approximately $11 billion, will remain open until February 24, 2025. QXO emphasizes the qualifications of its nominees and the potential for strategic corporate transformation at Beacon, urging shareholders to participate in the upcoming vote at the 2025 Annual Meeting.

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Additional details:

Company Name: QXO, Inc.

Proposal Type: Independent director nominees

Number Of Nominees: 10

Tender Offer Price: 124.25

Aggregate Enterprise Value: 11000000000

Premium Percentage: 37

Tender Offer Start Date: 2025-01-27

Tender Offer End Date: 2025-02-24

Antitrust Clearance: U.S. and Canada

Form Type: SC TO-T/A

Filing Date: 2025-02-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000095014225000327

Filing Summary: This filing is Amendment No. 6 to the Tender Offer Statement on Schedule TO, originally filed on January 27, 2025, 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 $124.25 per share in cash. The offer remains subject to certain terms and conditions as outlined in the Offer to Purchase and the related Letter of Transmittal. This amendment updates the filing with the inclusion of a new exhibit, specifically a press release issued by QXO, Inc. on February 12, 2025, and reaffirms that the information in the original filing is unchanged except where amended herein.

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Additional details:

Name Of Subject Company: BEACON ROOFING SUPPLY, INC.

Name Of Filing Person Offeror: QUEEN MERGERCO, INC.

Name Of Filing Person Parent Of Offeror: QXO, INC.

Name Of Filing Persons Other: QUEEN HOLDCO, LLC, QUEEN TOPCO, LLC

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

Form Type: SC TO-T/A

Filing Date: 2025-02-12

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125003961

Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO, filed on January 27, 2025, by QXO, Inc. and Queen MergerCo, Inc. regarding an offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share. Amendment No. 5 announces that as of February 12, 2025, the waiting period under the HSR Act has expired and early termination has been granted by the Canadian Competition Bureau, fulfilling the Regulatory Approvals Condition associated with the tender offer. The offer remains subject to other conditions outlined in the Offer to Purchase.

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Additional details:

Ciks Of Filing Persons: 073685109

Offer Price: 124.25

Hsr Act Waiting Period Status: expired

Regulatory Approvals Condition Status: satisfied

Form Type: SC TO-T/A

Filing Date: 2025-02-10

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125003662

Filing Summary: This document is an amendment to the Tender Offer Statement on Schedule TO, originally filed on January 27, 2025, by QXO, Inc. and Queen MergerCo, Inc., related to 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 amendment pertains to updates and details surrounding this tender offer, reaffirming that terms set in the original Offer to Purchase remain unchanged unless otherwise noted. Additionally, a press release issued by QXO, Inc. on February 10, 2025, is included as an exhibit to this amendment.

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Additional details:

Tender Offer Price: 124.25

Purchase Entity: Queen MergerCo, Inc.

Parent Company: QXO, Inc.

Common Stock Cusip: 073685109

Contact Person: Christopher Signorello

Contact Address: Five American Lane, Greenwich, CT 06831

Contact Phone: (888) 998-6000

Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025010741

Filing Summary: On February 6, 2025, Beacon Roofing Supply, Inc. (the 'Company') publicly announced its Board of Directors' unanimous recommendation to shareholders to reject an unsolicited tender offer from QXO, Inc. for $124.25 per share in cash. The Board concluded that the offer significantly undervalues the Company and its growth prospects. Multiple financial advisors, including J.P. Morgan and Lazard, provided opinions indicating that the offer price is inadequate. The Board emphasized that the Company, through its Ambition 2025 plan, has demonstrated strong performance with over 200% total shareholder returns over the past five years. Beacon expressed its willingness to engage with QXO under a non-disclosure agreement, but QXO declined to provide any confidential information, undermining the potential for a constructive dialogue. The Company remains committed to maximizing shareholder value independent of the tender offer and plans to present updated growth strategies at an upcoming Investor Day on March 13, 2025. Beacon's official response was filed with the SEC in a Schedule 14D-9, detailing the rationale for rejecting the tender offer and presenting insights into the Company's financial health and market position.

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Additional details:

Offer Price: 124.25

Financial Advisors: ["J.P. Morgan","Lazard"]

Board Chair: Stuart Randle

Growth Strategy: Ambition 2025

Total Shareholder Returns: 200%

Form Type: DEFA14A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025010988

Filing Summary: On February 6, 2025, Beacon Roofing Supply, Inc. publicly communicated to its employees regarding QXO's unsolicited offer to acquire the company at $124.25 per share. The Board of Directors, guided by independent financial and legal advisors, unanimously determined that the offer significantly undervalues the company and its growth prospects. Therefore, the Board recommends that shareholders reject the offer and not tender their shares. This communication reiterated the company's commitment to providing superior service and creating shareholder value under its 'Ambition 2025' plan. It also indicated that key financial targets and growth strategies will be discussed in further detail during the upcoming Investor Day on March 13, 2025. Investors were directed to a press release for additional insights and were advised to consult further information available through the company's SEC filings and official website. The document included forward-looking statements and encouraged shareholders to read important proxy materials pertaining to the stockholder meeting.

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Additional details:

Tender Offer Price: 124.25

Board Recommendation: reject

Events Date: 2025-03-13

Form Type: DFAN14A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125003394

Filing Summary: On February 6, 2025, QXO, Inc. announced that it urged Beacon Roofing Supply, Inc. to allow shareholders to decide on its all-cash tender offer of $124.25 per share, which represents a significant 37% premium over Beacon's average stock price before the offer. QXO commenced this tender offer on January 27, 2025, which values Beacon at approximately $11 billion. Beacon's Board rejected the offer, stating it undervalues the company but provided no justification for their assessment. QXO challenged this assertion, claiming that market indicators reflect a misjudgment by Beacon's Board. Additionally, QXO expressed concerns regarding Beacon's delay in announcing its financial projections and remains prepared to finalize the acquisition without any financing or due diligence conditions. The tender offer is set to expire at the end of February 24, 2025. Morgan Stanley is advising QXO on this offer, which is designed to be beneficial for shareholders seeking immediate and certain cash returns without delays.

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Additional details:

Tender Offer Price: 124.25

Tender Offer Premium: 37%

Tender Offer Aggregate Value: 11 billion

Tender Offer Expiration Date: 2025-02-24

Form Type: SC 14D9

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025010736

Filing Summary: On February 6, 2025, Beacon Roofing Supply, Inc. filed a Schedule 14D-9 in relation to an unsolicited tender offer made by QXO, Inc. and its wholly owned subsidiary, Queen MergerCo, Inc. to purchase all outstanding shares of Beacon Roofing Supply for $124.25 per share in cash. The offer is open until February 24, 2025, unless extended or terminated earlier. The tender offer is contingent upon several conditions, including a minimum tender requirement where shares must represent more than half of the outstanding shares once validly converted. Additionally, the board of directors must approve the offer as well as meet regulatory approvals. The filing includes details about share ownership prior to the offer, affirming that QXO and its affiliates owned 100 shares of Beacon Roofing Supply as of January 27, 2025, or approximately 0.0002% of the total outstanding shares. The filing outlines various conditions for the offer's validation, including no adverse legal actions, maintenance of share structure, and potential impact on employee equity awards.

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Additional details:

Tender Offer Price: $124.25

Expiration Time: 2025-02-24

Minimum Tender Condition: Shares must represent more than half of all Shares outstanding.

Board Approval Condition: Board of Directors must approve the Offer and merger.

Regulatory Approvals Condition: Must meet all necessary regulatory approvals.

Material Adverse Effect Condition: No material adverse effect since December 31, 2023.

No Injunction Condition: No legal injunctions against the Offer.

No Additional Issuances Condition: No additional issuances or alterations of shares.

No Change In Employment Agreements Condition: No changes to employment agreements part of the tender.

No Contractual Impairment Condition: No prior agreements that would impede the tender.

No Rights Plan Condition: No shareholder rights plan that could hinder the Offer.

Form Type: SC 14D9/A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025010739

Filing Summary: This Amendment No. 1 to Schedule 14D-9 provides updates to the original Solicitation/Recommendation Statement filed by Beacon Roofing Supply, Inc. on February 6, 2025, which pertains to an unsolicited tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. They intend to purchase all outstanding shares of the Company's common stock at a price of $124.25 per share in cash, net of any required withholding taxes. The amendment confirms that except for the added information, the rest of the Statement remains unchanged. Additionally, it includes a press release from the Board of Directors recommending the pending tender offer.

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Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number: 073685109

Tender Offer Price: 124.25

Press Release Date: 2025-02-06

Form Type: SC 14D9/A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025010987

Filing Summary: Amendment No. 2 to Schedule 14D-9 is filed by Beacon Roofing Supply, Inc. in relation to an unsolicited tender offer by QXO, Inc. and its subsidiary Queen MergerCo, Inc. to purchase all outstanding common shares of the Company at a price of $124.25 per share in cash. This amendment supplements the previous Schedule 14D-9 originally filed on February 6, 2025. The filing includes updated communication to employees and shareholders, including messages to employees, an intranet posting, and a shareholder information website. The core details of the tender offer remain unchanged in this amendment.

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Additional details:

Title Of Class: Common Stock

Cik Number: 073685109

Tender Offer Price: 124.25

Offeror Name: QXO, Inc.

Subsidiary Name: Queen MergerCo, Inc.

Agent Name: Christine E. Reddy

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

Agent Phone: (571) 323-3939

Legal Counsel Firm 1: Sidley Austin LLP

Legal Counsel Firm 2: Simpson Thacher & Bartlett LLP

Form Type: SC TO-T/A

Filing Date: 2025-02-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125003392

Filing Summary: This Amendment No. 3 supplements the Tender Offer Statement on Schedule TO filed on January 27, 2025 by QXO, Inc. and Queen MergerCo, Inc. The amendment pertains to the cash tender offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. at a price of $124.25 per share. This offer is made to shareholders and is subject to terms outlined in the Offer to Purchase and related documents. The document also includes mentions of additional exhibits such as a press release dated February 6, 2025.

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Additional details:

Offer Price: 124.25

Offeror Name: Queen MergerCo, Inc.

Parent Name: QXO, Inc.

Class Of Securities: Common Stock

Cusip Number: 073685109

Form Type: SC TO-T/A

Filing Date: 2025-02-05

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125003084

Filing Summary: Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. relates to the offer to purchase all outstanding shares of common stock of Beacon Roofing Supply, Inc. for $124.25 per share in cash. This amendment reiterates QXO's initial proposal submitted on November 11, 2024, which was a 38% premium over Beacon's 90-day average share price. The document outlines QXO's persistent attempts to negotiate with Beacon since July 2024 but highlights that these attempts have faced significant challenges, including Beacon's long-term 'standstill' conditions preventing direct engagement with shareholders. The amendment also provides updates on potential payment timing for tendered shares following the offer's expiration.

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Additional details:

Title Of Class: Common Stock

Cusip Number: 073685109

Authorized Person Name: Christopher Signorello

Authorized Person Address: Five American Lane, Greenwich, CT 06831

Authorized Person Phone: (888) 998-6000

Offer Price Per Share: $124.25

Premium Over Average Price: 38%

Form Type: 8-A12B

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013875

Filing Summary: On January 27, 2025, the Board of Directors of Beacon Roofing Supply, Inc. adopted a stockholder rights agreement and declared a dividend of one right for each outstanding share of common stock to stockholders of record at the close of business on February 7, 2025. Each right allows its holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $640.00 per right. This rights agreement was implemented in response to a tender offer announced by QXO, Inc. The agreement is designed to protect the interests of Beacon and its shareholders from opportunistic attempts at control that do not present a fair premium. The rights will become exercisable and trade separately from common stock upon specific conditions related to acquisitions of stock exceeding specified ownership percentages. The rights will expire on January 26, 2026, unless extended. The document outlines the rights' features, including provisions for redemption, exercisability, and potential adjustments to prevent dilution.

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Additional details:

Name Of Each Exchange On Which Each Class Is To Be Registered: Nasdaq Global Select Market

Title Of Each Class To Be So Registered: Preferred Stock Purchase Rights

Record Date: 2025-02-07

Exercise Price: 640.00

Expiration Time: 2026-01-26

Stock Acquisition Date: defined when an Acquiring Person is identified

Specified Percentage Passive Investor: 20

Specified Percentage Non Passive Investor: 15

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013889

Filing Summary: On January 27, 2025, Beacon Roofing Supply, Inc. adopted a stockholder rights agreement and declared a dividend of one right for each outstanding share of common stock. The rights will allow holders to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $640.00 per Right, subject to adjustment. This agreement was initiated in response to a previously announced tender offer by QXO, Inc., to protect the company and its stockholders from potential opportunistic control. Rights are not exercisable until a defined 'Distribution Time.' The rights will expire on January 26, 2026, unless extended, and will become separable from shares of common stock at specific triggering events. Additionally, the adoption of this agreement includes the approval of Certificate of Designation for Series A Junior Participating Preferred Stock, which will become effective on January 28, 2025.

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Additional details:

Item 1 Date: 2025-01-27

Item 1 Description: Adoption of stockholder rights agreement

Item 3 03 Exercise Price: 640.00

Item 3 03 Record Date: 2025-02-07

Item 3 03 Expiration Time: 2026-01-26

Item 5 03 Certificate Of Designation Date: 2025-01-28

Form Type: DEFA14A

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013893

Filing Summary: On January 27, 2025, Beacon Roofing Supply, Inc. (the 'Company') approved a stockholder rights agreement to distribute one right for each outstanding share of common stock to stockholders of record on February 7, 2025. This rights agreement was established in response to a tender offer announced by QXO, Inc., to protect stockholder interests and ensure appropriate control premiums are paid. The rights entitle holders to purchase shares of Series A Junior Participating Preferred Stock at an exercise price of $640.00 per right, but are not exercisable until a distribution time that occurs under certain conditions. The agreement aims to provide the Board time to review the tender offer and consider how to best uphold stockholder interests. The rights will expire on January 26, 2026, unless extended by stockholder approval. Additionally, a Certificate of Designation for the preferred stock associated with the rights will be filed with the Delaware Secretary of State, effective January 28, 2025.

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Additional details:

Item 1: stockholder_rights_agreement

Item 2: one_right_per_share

Item 3: exercise_price_640

Item 4: expiration_time_january_26_2026

Item 5: record_date_february_7_2025

Item 6: response_to_tender_offer_by_QXO

Form Type: DEFA14A

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013895

Filing Summary: Beacon Roofing Supply, Inc. has announced the adoption of a limited duration stockholder rights agreement by its Board of Directors to safeguard stockholder interests in response to a tender offer from QXO, Inc. The agreement aims to prevent any potential opportunistic gain of control by QXO without fair compensation to all shareholders. The Board is set to evaluate QXO's tender offer and will provide a formal recommendation to stockholders within ten business days from the offer’s commencement. The agreement includes provisions such that it will expire under specific conditions such as the closure of business on January 26, 2026, or if a merger or acquisition is completed with Board approval. To implement the rights agreement, one preferred share purchase right will be issued for each outstanding share of common stock to stockholders of record on February 7, 2025. The rights protect existing shareholders by initiating a buy option at a discounted rate if a person or group accumulates 15% or more of Beacon's shares without Board approval. J.P. Morgan is advising Beacon financially while Sidley Austin LLP and Simpson Thacher & Bartlett LLP are providing legal counsel.

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Additional details:

Stockholder Rights Agreement: limited duration

Tender Offer From: QXO, Inc.

Record Date For Rights Issue: 2025-02-07

Rights Expiry Date: 2026-01-26

Form Type: DEFA14A

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000121390025007609

Filing Summary: On January 28, 2025, Beacon Roofing Supply, Inc. communicated a tender offer bid from QXO to acquire the company for approximately $11 billion, translating to $124.25 per share. CEO Julian G. Francis stated that the company's board found the offer insufficient, expressing confidence that the company's value would exceed QXO's proposed price, particularly in light of their achievements and strategic growth plans. With a focus on enhancing shareholder value, Francis mentioned ongoing discussions with QXO and the company’s future plans, including an Investor Day scheduled for March 13, 2025. The conversation highlighted Beacon's strong market position, their growth strategies, and investor engagement expectations while navigating a challenging market environment.

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Additional details:

Tender Offer Price: 124.25

Tender Offer Amount: 11 billion

Company Reaction: the Board determined that the offer was insufficient

Future Plans: Investor Day March 13, 2025

Form Type: DFAN14A

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000114036125002172

Filing Summary: On January 28, 2025, QXO, Inc. announced its commitment to acquire all outstanding shares of Beacon Roofing Supply, Inc. for $124.25 per share in cash. This follows Beacon's adoption of a shareholder rights plan, designed to repel QXO's tender offer, which offers a 37% premium over Beacon's 90-day average stock price. QXO expressed determination to complete the acquisition despite Beacon's defensive measure. The tender offer is set to remain open until February 24, 2025, and QXO expects to complete the acquisition swiftly after the tender expires. QXO emphasized it has no conditions related to financing or due diligence, suggesting the transaction could progress efficiently through regulatory approvals.

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Additional details:

Shareholder Rights Plan: adopted

Offer Price: 124.25

Premium Percentage: 37

Tender Offer Expiration: 2025-02-24

Form Type: SC TO-T/A

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000114036125002169

Filing Summary: The document is an amendment to the Tender Offer Statement on Schedule TO filed by QXO, Inc. and Queen MergerCo, Inc. on January 27, 2025. This tender offer is for all outstanding shares of common stock of Beacon Roofing Supply, Inc. The offered price is $124.25 per share in cash, subject to specific conditions outlined in the Offer to Purchase dated January 27, 2025. This amendment includes adding a press release as an exhibit related to the tender offer, reaffirming that the information sets remain unchanged from the prior filing, except where amended. The filing person, Queen MergerCo, Inc., is a wholly-owned subsidiary of QXO, Inc., which is the primary offeror for this tender offer. Additionally, the document verifies that the information presented is accurate as of the filing date.

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Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number: 073685109

Tender Offer Price: 124.25

Name Of Offeror: Queen MergerCo, Inc.

Parent Of Offeror: QXO, Inc.

Other Filing Persons: Queen Holdco, LLC, Queen Topco, LLC

Form Type: SC14D9C

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013896

Filing Summary: On January 28, 2025, Beacon Roofing Supply, Inc. adopted a limited duration stockholder rights agreement to protect its stockholders in response to a tender offer from QXO, Inc. The agreement aims to ensure fair control premiums for stockholders and provides the Board of Directors time to evaluate QXO's proposal, which remains unchanged from a previously rejected offer due to concerns of undervaluation. The rights will be issued at a dividend for each share of common stock, becoming actionable if an acquiring party gains beneficial ownership of 15% or more of shares without Board approval. The agreement could expire if the Board redeems rights, they are exchanged, or upon a merger or acquisition. Detailed recommendations regarding QXO's offer will be provided within ten business days after its commencement.

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Additional details:

Board Adoption Date: 2025-01-28

Rights Agreement Type: limited duration

Stockholder Record Date: 2025-02-07

Expiration Date: 2026-01-26

Percentage Trigger For Acquiring Person: 15%

Form Type: SC14D9C

Filing Date: 2025-01-28

Corporate Action: Tender-offer

Type: Update

Accession Number: 000121390025007611

Filing Summary: On January 28, 2025, Beacon Roofing Supply, Inc. shared communications regarding a tender offer from QXO to acquire the company for approximately $11 billion, translating to $124.25 per share. The offer follows previous reports of a potential acquisition dating back to November 2024. While Beacon’s leadership, including CEO Julian G. Francis, expressed confidence in the company's future value being higher than the offered price, they have engaged in discussions with QXO. The company has made strategic changes that led to a substantial increase in stock value for shareholders, countering the impact of a challenging market and low housing starts. They emphasize their commitment to shareholder value and are open to exploring better offers. Beacon Roofing is preparing for their Investor Day on March 13, 2025, amidst this acquisition discussion.

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Additional details:

Tender Offer Price: 124.25

Tender Offer Total Value: 11 billion

Date Of Offer: 2025-01-28

Previous Offer Date: 2024-11

Ceo Name: Julian G. Francis

Company Prepared Statement: Engaged with QXO for constructive discussions

Investor Day Date: 2025-03-13

Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525012781

Filing Summary: On January 27, 2025, Beacon Roofing Supply, Inc. confirmed that QXO, Inc. has initiated an unsolicited tender offer to acquire all outstanding shares of Beacon's common stock at a price of $124.25 per share in cash. The offer price remains unchanged from QXO's prior proposal made public on January 15, 2025. The Beacon Board of Directors is currently evaluating the tender offer and emphasizes that shareholders should not act at this time. The Board's previous assessment of a similar proposal on November 11, 2024, led to its unanimous rejection due to concerns that it significantly undervalued the company. A formal recommendation regarding this tender offer will be forthcoming within ten business days in a filing with the SEC on Schedule 14D-9, with J.P. Morgan and Sidley Austin LLP providing advisory support.

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Additional details:

Board Evaluation: The Beacon Board is evaluating QXO's tender offer for the best interests of the company and its shareholders.

Previous Offer Rejection: The Beacon Board unanimously rejected QXO's prior proposal on November 11, 2024, determining it significantly undervalued the company.

Tender Offer Price: $124.25 per share in cash

Advisors: J.P. Morgan is the financial advisor; Sidley Austin LLP and Simpson Thacher and Bartlett LLP are the legal advisors to Beacon.

Shareholder Action Advice: Beacon shareholders are urged not to take action at this time.

Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525013421

Filing Summary: On January 27, 2025, Beacon Roofing Supply, Inc. announced that QXO, Inc. has commenced an unsolicited tender offer to acquire all outstanding shares of the company's common stock for $124.25 per share in cash. The company's board will evaluate the tender offer while adhering to their fiduciary duties. The offer price remained unchanged from a previously rejected proposal on November 11, 2024. Shareholders are advised to take no action until the board provides a formal recommendation within ten business days. The announcement reassures that the company’s operations and strategy remain unaffected by this development, emphasizing continuity in service delivery and operations. Furthermore, the company will be filing a solicitation/recommendation statement with the SEC, and encourages shareholders to read all relevant documents carefully once available.

Document Link: View Document

Additional details:

Tender Offer Price: 124.25

Previous Offer Date: 2024-11-11

Previous Offer Status: rejected

Board Evaluation Period: ten business days

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