Tender Offer - QXO, Inc.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Tender-offer

Type: New

Accession Number: 000095014225000763

Filing Summary: On March 17, 2025, QXO, Inc. entered into purchase agreements with institutional investors to sell approximately 67.5 million shares of its common stock in a private placement at a purchase price of $12.30 per share. The expected gross proceeds from this private placement are about $830 million, subject to placement fees and offering expenses. The closing of this private placement is contingent upon completing the Company’s all-cash tender offer for all outstanding shares of Beacon Roofing Supply, Inc. The Purchase Agreements include customary representations, warranties, and obligations, including registration rights for the investors. The offered securities are unregistered under the Securities Act and cannot be sold unless registered with the SEC or exempt from registration. The filing also discloses a press release issued on the same day announcing the private placement, which is referenced as Exhibit 99.1.