QXO, Beacon Secure $11 Billion Deal - Modern Distribution Management

QXO, Beacon Secure $11 Billion Deal

It ends a four-month public standoff between the two companies and marks another milestone acquisition in the building materials distribution sector.
QXO Beacon

After publicly trading barbs for four months, QXO and Beacon Roofing Supply have come to terms.

Citing company executives, the Wall Street Journal reported late Wednesday night that QXO has inked a deal to acquire Beacon for $124.35 per share — representing a 10.8X multiple of Beacon’s consensus full-year 2025 EBITDA, and 10.1X its consensus full-year 2026 EBITDA. Both companies confirmed the deal Thursday morning with a co-authored news release.

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Those figures are the same as what QXO and Beacon had communicated on March 10 when both sides announced they were working toward a deal at 10 cents per share higher than the $124.25 QXO had voiced as its first and only offer before that date. But what’s new is that QXO has removed its slate of 10 independent director nominations that it announced Feb. 12.

The board of directors for both companies have unanimously approved the deal, which is expected to close by the end of April, contingent upon a majority of Beacon shareholders tendering their shares into QXO’s offer by the end of business on March 31.

Jacobs

“Acquiring Beacon is a key milestone in our plan to create substantial shareholder value and establish QXO as a leader in the $800 billion building products distribution industry,” QXO Founder, Chairman and CEO Brad Jacobs said in the news release. “We will be applying our proven playbook to a platform ripe to deliver above-market organic growth and significant margin expansion.”

Beacon acknowledged that it had sought alternatives to QXO’s offer that it made in November, but ultimately picked QXO as the best path forward.

“Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all of our shareholders,” Beacon Chairman Stuart Randle said. “Following our board’s comprehensive review, we concluded that this transaction is in the best interests of Beacon and its shareholders given the immediate premium and certainty of value in cash it offers, particularly in an uncertain environment.”

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With $9.76 billion in 2024 revenue, Beacon brands itself as the largest publicly traded distributor of roofing materials and complementary building products in the U.S. and Canada. It was No. 5 on MDM’s 2024 Top Distributors List for Building Materials. QXO will gain its nearly 600 branches across the U.S. and Canada and its base of about 110,000 customers.

Francis

“Since the launch of Ambition 2025 three years ago, we successfully transformed Beacon, delivering superior financial and operational results,” Beacon President and CEO Julian Francis added. “We have a highly differentiated business with multiple paths to success, margin expansion and value creation, and thanks to the incredible talent and dedication of our employees, I know Beacon has a bright future ahead. We will now enter a new chapter of growth, true to our mission to help our customers build more.”

Meanwhile, QXO was launched in mid-2024 by serial entrepreneur Brad Jacobs as a building materials distribution and technology company. Jacobs had previously founded and led seven other companies, including five that are publicly traded: XPO Logistics (and its spinoffs GXO and RXO), United Waste Systems and United Rentals. This past summer, details surfaced about the company’s go-to-market plans, which QXO confirmed to MDM in this Premium piece.

“This is an industry where bigger is better,” Jacobs told the WSJ. “We intend to make QXO very big, as quickly as possible.”

The agreement ends a saga between the two companies that began in earnest in mid-November when a WSJ report shared that QXO had offered to buy Beacon. A standoff ensued over the following months and had become testy — with both sides claiming the other had misrepresented each other’s claims about valuation, before that tone rapidly progressed amicably, with a QXO spokesperson telling MDM on March 10 that the negotiations were “friendly” in nature.

Morgan Stanley served as lead financial advisor to QXO, while J.P. Morgan was the primary advisor for Beacon.

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That spokesperson noted that QXO is confident it can double Beacon’s EBITDA over the next five years, and that QXO plans to scale to more than $50 billion in annual revenue through additional M&A investments.

QXO began listing on the New York Stock Exchange in January, and Beacon would represent its first deal, and a major splash at that. QXO had previously sought to buy France-based electrical supplies distributor Rexel for $9.4 billion, which Rexel rebuffed.

It would also mark the second landmark acquisition in the building materials space over the past year, following The Home Depot’s $18 billion dollar purchase of SRS Distribution this past June.

On March 17, QXO announced that it had raised an additional $830 million in private placement financing that was contingent on “the concurrent consumption” of the company’s offer to buy Beacon, adding to the more than $5 billion in funding QXO had already stated. That news — followed by QXO extending its offer deadline for Beacon multiple times over the past few days —  signaled that a deal was imminent.

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