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. 14)

 

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. 14 (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 exhibit:

(a)(5)(O)

Social media post by Brad Jacobs on March 7, 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 7, 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)(O)

 

 

 

 

To the Beacon Roofing Supply team,   I know this might be a stressful time for all of you. Uncertainty is never easy, and right now, it’s still up in the air whether QXO will be successful in our effort to acquire Beacon. I want to acknowledge that and assure you of one thing: if we are fortunate enough to move forward, our first priority will be listening to you.   Let me also be clear—our beef with Beacon is not with the employees. It’s about the decisions being made at the board level. We have tremendous respect for the entire team that has built this company and for the dedication you bring to it every day. If we do acquire Beacon, our goal will be to build on that foundation.   The very first thing my leadership team and I would do is embark on a listening tour. While we’ve been highly successful in running businesses across different industries, you are the true experts about all the nuances of the roofing distribution business. You have the collective expertise that attracted us to Beacon in the first place.   If I have the privilege of leading this company, my immediate focus would be to hear from each and every one of you the answers to two key questions:   1) What has Beacon been doing really well—things we’d be crazy to change? 2) Where can we improve—whether it’s delighting customers, outpacing the competition, raising morale, enhancing compensation plans, or anything you know will make Beacon the best building products distributor in the industry?   My teams and I have completed around 500 acquisitions across different industries, and in every case, we’ve discovered a huge wealth of fantastic ideas from employees—ideas that, when acted upon, made the business much stronger. Tapping into all those extremely valuable ideas is actually the most important secret of our success.   No matter how this turns out, I sincerely wish you the very best. If we do get the opportunity to work together, you’ll find that my leadership style is centered on asking questions, listening carefully, and making decisions based on the collective wisdom of the team.   I hope to meet you all soon!   Kind regards, Brad https://www.qxo.com/beacon

 

 

 

 

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