BECN Beacon Roofing Supply Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE TO

 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 12)

 

BEACON ROOFING SUPPLY, INC.

(Name of Subject Company)

QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC

(Name of Filing Persons (Other))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

073685109

(CUSIP Number of Class of Securities)

Christopher Signorello Chief Legal Officer Five American Lane Greenwich, CT 06831 (888) 998-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to: Scott A. Barshay Nickolas Bogdanovich Stan Richards Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000

 

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☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	☒	third-party tender offer subject to Rule 14d-1.
	☐	issuer tender offer subject to Rule 13e-4.
	☐	going-private transaction subject to Rule 13e-3.
	☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	☐	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

This Amendment No. 12 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, this “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2025 by QXO, Inc., a Delaware corporation (“QXO”), and Queen MergerCo, Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of QXO. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), at $124.25 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 2025 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

Except as otherwise set forth in this Amendment, the information set forth in this Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(L)	Social media post by Brad Jacobs on March 5, 2025.
(a)(5)(M)	Additional quotes for QXO's offer to purchase Beacon website, updated by QXO, Inc. on March 5, 2025.

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 5, 2025

 

	QXO, INC.
	By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Chief Legal Officer
	QUEEN MERGERCO, INC.
	By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Secretary
	QUEEN HOLDCO, LLC
	By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Secretary
	QUEEN TOPCO, LLC
	By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Secretary

 

 

Exhibit (a)(5)(L)

 

 

 

Yesterday, Beacon put out a head-scratcher press release filled with misleading and inaccurate claims. 1) Beacon claims it didn’t provide guidance for Q1 2025. In reality, the company offered crystal clear guidance for sales per day, gross margin, and adjusted operating expenses—three metrics that drive earnings. Following the release of this information, 11 sell-side analysts covering Beacon revised their Q1 estimates downward. Sell-side consensus for Beacon’s Q1 EBITDA dropped from $117 million to $74 million, while Q1 revenue estimates declined from $2.0 billion to $1.83 billion. It’s understandable why Beacon feels sensitive about all this, as their weak Q4 performance missed expectations for revenue, organic growth and EBITDA, and their Q1 guidance was a whopping 40% below consensus estimates at the time. 2) Beacon attempts to portray itself as having been willing to meet with us. We’ve been trying to meet with them since July 2024! Apart from “listen-only” calls, they’ve repeatedly refused to meet with us unless we signed a standstill agreement that would have precluded QXO from letting Beacon shareholders know of our offer’s existence. I’m not sure why they continue to harp on this point, because that ship has clearly sailed. Our tender offer remains open through Monday, and we have nominated a new board slate to replace the incumbents. 3) Beacon continues to insist that our offer is too low. The market clearly disagrees, considering Beacon’s shares are trading approximately 10% below our $124.25 per share offer. Our bid is a 37% premium to Beacon’s 90-day unaffected VWAP as of November 15, 2024, the last trading day before The Wall Street Journal report regarding the potential transaction. Since the offer, the S&P 1500 Trading Companies & Distributors Index has traded down 15%, as of close of business yesterday. The median stock price of the building products subset among Beacon’s proxy peers is down even more—20%. Adjusting for market movements, Beacon’s unaffected share price could be as low as $79, if not for QXO’s offer. To learn more about QXO’s offer and to read what experts have been saying over the last week, visit: https://lnkd.in/gDETqhx8 

 

 

 

Exhibit (a)(5)(M)

 

 

 

 

 

 

 

 

 

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