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QXO and Beacon engage in talks

Joint announcement briefly describes a ‘potential combination.‘
3/10/2025

Early Monday, Beacon and QXO released the following joint announcement:

"QXO, Inc. (NYSE:QXO) and Beacon Roofing Supply, Inc. (Nasdaq: BECN) confirmed today that they are in discussions about a potential combination in which QXO would acquire Beacon for $124.35 per share in cash, or total consideration of approximately $11 billion.

"QXO is engaging in customary due diligence regarding Beacon’s business, and QXO and Beacon are negotiating a definitive agreement. Beacon is postponing its Investor Day, which had been scheduled for March 13, 2025.

"There can be no assurance that these discussions will result in a transaction."

The announcement is the latest friendly turn to a weeks-long hostile takeover attempt by QXO, led by billionaire entrepreneur Brad Jacobs. Over the course of his career, Jacobs has completed approximately 500 acquisitions, raised over $40 billion in institutional capital, and created organizations that have emphasized technology as a competitive advantage.

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The $124.35 per share figure in the announcement is 10 cents above QXO's original offer made back in November. It's not a done deal, but if it were, then it would be described as an $11 billion deal.

"If we come to an agreement with Beacon, we expect it to be the first of many acquisitions for QXO," said Joe Checkler, a spokesman for QXO. "It will put us on a pathway to our stated goal of $50 billion in revenue."

Beacon, based in Herndon, Virginia, operates more than 580 branches in all 50 states in the U.S and 7 provinces in Canada. QXO sees it as an ideal target, as it is the second largest distributor of roofing products in the U.S. In 2024, Beacon's full-year sales were $9.76 billion, up 7.1 percent from the prior year.

QXO's Jacobs has made clear his interest in building products distribution, viewed as an $800 billion market that's both fragmented and technologically challenged. For its part, Beacon operates a proprietary digital account management suite called Beacon PRO+, which allows customers to manage their business online. Beacon also recently announced an investment and partnership with Renovate Robotics to help bring cutting-edge automation to the job site. 

QXO is confident that it can bring in even more technology to help building-products-distribution advance as an industry.

"Beacon is levered to the big secular growth themes of why we got into this industry," said Checkler. "The average commercial building is over 50 years old, the average home is over 40 years old and there is a shortage of 4 million homes that need to be built. Plus, 80% of Beacon's business is Repair & Remodeling, which is highly stable, non-discretionary and less cyclical. Replacing a leaking or damaged roof is a necessity, not a decision."
 
Beacon is also relatively immune to disruptions of international trade. "This is primarily a 'made in the USA,' 'sold in the USA' business," Checkler added. "The tariff risk is minimal."
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