QXO Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$QXO
RETAIL: Building Materials
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 888 -998-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry
into a Material Definitive Agreement.
Merger Agreement
On March 20, 2025, QXO, Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”), with Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”).
The Offer. Pursuant to the
Merger Agreement, and upon the terms and subject to the conditions thereof, QXO will cause Merger Sub to amend its previously commenced tender offer, which was commenced on January 27, 2025 and contemplated a purchase of all of the outstanding shares
of common stock, par value $0.01 per share, of Beacon (the “Shares”) at a price of $124.25 per share (such offer, as amended prior to the execution of the Merger Agreement, the “January Offer”), to increase the purchase price of the Shares to $124.35
per share (such amount, the “Offer Price”) in cash, without interest, and to make such other amendments to reflect the execution, terms and other conditions of the Merger Agreement (the “Amended Offer” and together with the January Offer, the
“Offer”). The Offer will remain open for a minimum of 10 business days from the date of commencement of the Amended Offer, subject to potential extensions of the Offer as contemplated by the terms of the Merger Agreement.
Offer Closing Conditions. The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to customary closing conditions (the “Offer Conditions”), including (i) that there shall have been validly tendered and not validly withdrawn prior to the expiration of the Offer, when added to the number of Shares then owned by QXO and
Merger Sub, a majority of the Shares outstanding (determined on a fully diluted basis), (ii) the receipt of required regulatory approvals, (iii) the absence of any law,
order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the Offer or the Merger (as defined below), (iv) the non-occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement) and
(v) the satisfaction of other conditions set forth in Annex A to the Merger Agreement.
If on the scheduled expiration date of the Offer, any of the Offer Conditions have not been satisfied or waived, QXO shall cause
Merger Sub to extend the Offer for successive periods of not more than 5 business days, or for such longer period as the parties agree, in order to permit the satisfaction of the Offer Conditions, provided that QXO and Merger Sub shall not
be required to extend the Offer past May 20, 2025 (the “Outside Date”).
The Merger. Following
consummation of the Offer and, subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Beacon (the “Merger”), with Beacon surviving the Merger as a wholly
owned subsidiary of QXO (the “Surviving Corporation”), without a vote of the stockholders of Beacon, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). The Merger will be effected (such
time, the “Effective Time”) as soon as practicable following (and in any event, on the same day as) the consummation of the Offer.
Merger Consideration.
Pursuant to the Merger Agreement, at the Effective Time, each Share outstanding that is not tendered and accepted pursuant to the Offer, including, for the avoidance of doubt, Shares received from the settlement of RSU Awards and PSU Awards or
the exercise of Options prior to the Effective Time (each, as defined below) (other than (i) Shares owned by QXO, Merger Sub or any other direct or indirect wholly owned Subsidiary of QXO at the commencement of the Offer and which are owned
by QXO, Merger Sub or any other direct or indirect wholly owned Subsidiary of QXO immediately prior to the Effective Time and not, in each case, held on behalf of third parties, (ii) Shares held in treasury of Beacon or held by any
direct or indirect wholly owned Subsidiary of Beacon, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by stockholders of Beacon who have demanded appraisal of such Shares pursuant to, and who comply in all
respects with, Section 262 of the DGCL) will thereupon be cancelled and automatically converted into the right to receive cash in an amount equal to the Offer Price, without interest (the “Merger Consideration”).
Treatment of Outstanding Equity
Awards. Pursuant to the terms of the Merger Agreement:
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each restricted stock unit award for which vesting is solely based on service-based conditions (each, a “RSU Award”) that is held by a non-employee member of the board
of directors of Beacon (the “Beacon Board”), whether vested or unvested as of the Effective Time (each, a “Cash-Out RSU Award”) will accelerate in full and be cancelled and entitle the holder thereof to receive an amount in cash equal to the
sum of (1) the product of (A) the Merger Consideration multiplied by (B) the number of Shares subject to such Cash-Out RSU Award and (2) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Cash-Out RSU Award;
and
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each (1) option to purchase Shares, (2) RSU Award that is not a Cash-Out RSU Award (each, an “Assumed RSU Award”) and (3) outstanding award of restricted stock units
for which vesting is based on service-based conditions and performance-based conditions (each, a “PSU Award”), will be converted into corresponding QXO equity awards (and, with respect to each PSU Award, with the performance-based vesting
condition deemed satisfied at target and being converted into an award of QXO restricted stock units for which vesting is solely based on service-based conditions), in each case, based on an exchange ratio equal to the quotient obtained by
dividing (A) the Merger Consideration by (B) the volume-weighted average trading price of QXO’s common stock on the New York Stock Exchange as reported by The Wall Street Journal for the five (5) consecutive trading days ending on the trading
day immediately preceding the closing, in each case, subject to the same terms and conditions applicable to such awards (excluding performance-based vesting terms) immediately prior to the Effective Time; provided that any amounts relating to
accrued and unpaid dividends or dividend equivalent rights corresponding to an Assumed RSU Award or a PSU Award will be converted into dividend equivalent rights on the corresponding QXO equity awards.
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Treatment of ESPP. Beacon will take actions to ensure that (i) no new participants will enroll, existing participants will not increase their payroll deductions under, and no new offering period will
commence under Beacon’s 2023 Employee Stock Purchase Plan (the “ESPP”), (ii) outstanding purchase rights under the ESPP will be automatically exercised as of the earlier of the first scheduled purchase date following the date of the Merger
Agreement or a date that is no later than the last trading day before the Effective Time, and (iii) if requested by QXO in writing at least ten (10) business days prior to the Effective Time, the ESPP will be terminated as of the Effective
Time.
Merger Closing Conditions. The
consummation of the Merger is subject to the satisfaction or waiver of the following closing conditions: (i) the absence of any law, order, injunction or decree in effect that restrains, enjoins or otherwise prohibits consummation of the Merger
and (ii) the consummation of the Offer having occurred.
Representations, Warranties and
Covenants. The Merger Agreement contains customary representations, warranties and covenants of Beacon, QXO and Merger Sub. These covenants include an obligation of each party to, subject to certain exceptions, use its reasonable best
efforts to take or cause to be taken all actions, and do or cause to be done all things reasonably necessary, proper or advisable on its part under the Merger Agreement and applicable laws to consummate and make effective the transactions
contemplated by the Merger Agreement (the “Transactions”) as soon as practicable and of Beacon to, subject to certain exceptions, conduct its operations in the ordinary course of business consistent with past practice from the date of the Merger
Agreement through the Effective Time. The Merger Agreement also contains covenants that require, subject to certain limited exceptions, (i) Beacon to file an amended solicitation/recommendation statement on Schedule 14D-9 with the Securities and
Exchange Commission (the “SEC”), and (ii) the Beacon Board to recommend that Beacon’s stockholders accept the Offer and tender their Shares pursuant to the Offer. These covenants also provide that for one year immediately following the Effective Time, QXO will cause the Company or the Surviving Corporation to maintain the salaries and cash incentive compensation targets of
continuing employees, as well as, with respect to certain benefits, substantially similar benefits in the aggregate for such employees. QXO will also honor employment, severance, income continuity and change of control program, plans and
agreements between Beacon and continuing employees (provided that QXO and Beacon are not prohibited from amending, suspending or terminating any such arrangements (excluding individual severance arrangements) to the extent permitted
under, and in accordance with, their terms).
Each of QXO and Beacon has made its respective filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and the rules and regulations promulgated thereunder (the “HSR Act”) and Competition Act (Canada) with respect to the Offer. The waiting period under the HSR Act with respect to the Offer expired on February 11, 2025 and QXO received early
termination of the waiting period from the Canadian Competition Bureau on February 10, 2025.
Non-Solicitation. The Merger
Agreement generally requires that Beacon and its affiliates and representatives cease any solicitations, encouragements, discussions or negotiations with any person, and not solicit, initiate or knowingly facilitate or knowingly encourage any inquiries
regarding, or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an acquisition proposal from, or engage in discussions or negotiations with or furnish non-public information to, any third
party. However, if prior to the acceptance for purchase by Merger Sub of Shares tendered in the Offer (the “Acceptance Time”), Beacon receives a bona fide unsolicited written acquisition proposal under circumstances not involving a breach of
the applicable restrictions set forth in the Merger Agreement that the Beacon Board determines in good faith (after consultation with its financial advisors and legal counsel) to be a superior proposal or would reasonably be expected to lead to a
superior proposal (such proposal, a “Superior Proposal”), then Beacon would be permitted to furnish information to, and participate in discussions and negotiations with, the person making such acquisition proposal, subject to certain restrictions set
forth in the Merger Agreement. In addition, at any time prior to the Acceptance Time, the Beacon Board may change its recommendation, in certain circumstances, if the Beacon Board determines in good faith (after consultation with its financial
advisors and legal counsel) that the failure to change its recommendation would reasonably be expected to result in a violation of the Beacon Board’s fiduciary duties under applicable law.
Termination; Termination Fee. The Merger Agreement contains certain customary termination rights in favor of each of Beacon and QXO, including among others Beacon’s right, subject to certain limitations,
to terminate the Merger Agreement in certain circumstances to accept a Superior Proposal, and QXO’s right to terminate the Merger Agreement if the Beacon Board changes its recommendation that Beacon’s stockholders tender their Shares in the Offer.
In addition, either Beacon or QXO may terminate the Merger Agreement if, subject to certain limitations, the Acceptance Time has not occurred by the Outside Date.
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In addition, the Merger Agreement provides that, Beacon is
obligated to pay QXO the Termination Fee in certain circumstances, including if (i) the Merger Agreement is terminated by Beacon prior to the Acceptance Time in connection with Beacon’s entry into a definitive agreement with respect to a Superior
Proposal, (ii) the Merger Agreement is terminated by QXO prior to the Effective Time because, prior to the Acceptance Time, the Beacon Board changed its
recommendation to Beacon stockholders or made an Intervening Event Recommendation Change, (iii) the Merger Agreement is terminated by either QXO or Beacon because the Acceptance Time did not occur on or before the Outside Date and, prior to the
Acceptance Time, the Beacon Board changed its recommendation that Beacon’s stockholders tender their Shares in the Offer, and (iv) the Merger Agreement is terminated by (1) QXO due to certain breaches by Beacon of the Merger Agreement that would
cause certain closing conditions not to be satisfied and such breach would not be curable by the Outside Date or (2) either QXO or Beacon if the Acceptance Time did not occur on or before the Outside Date and, in each case of this clause
(iv), on or after the date of the Merger Agreement and prior to such termination an acquisition proposal was publicly announced, publicly known or otherwise made known to the Beacon Board and Beacon enters into a definitive agreement with respect to, or consummates the transactions contemplated by, an acquisition proposal within twelve (12) months following such termination. The Termination Fee is equal
to $336,931,450.
The Merger Agreement and the consummation of the Transactions have been unanimously approved by the board of directors of QXO.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to the full text of the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Merger Agreement and the above description of the Merger Agreement have been included to provide investors and security holders with
information regarding the terms of the Merger Agreement and are not intended to provide any other factual information about Beacon, QXO or their respective subsidiaries or affiliates. The representations and warranties contained in the Merger
Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as
material to stockholders, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by the parties to each other. Investors should not rely on the representations and warranties contained
in the Merger Agreement as characterizations of the actual state of facts or condition of Beacon, QXO any of their respective subsidiaries, affiliates or businesses.
Effect on Ongoing Proxy Contest.
In accordance with the terms of, and as evidenced by the execution of, the Merger Agreement, QXO irrevocably withdrew the notice
of nomination of candidates for election to the Beacon Board that it previously delivered to Beacon.
Item 8.01 Other
Events.
On March 20, 2025, QXO and Beacon issued a joint press release. A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
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Forward-Looking Statements
This Current Report on Form 8-K release contains forward-looking statements. Statements that are not historical facts, including statements
about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition and expected future financial position and results of operations, are forward-looking
statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use
of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable
terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements.
Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to
satisfy any of the conditions to the consummation of the proposed acquisition, including uncertainties as to how many of Beacon’s stockholders will tender their shares in the tender offer; (iii) the effect of the pendency of the proposed acquisition
on each of QXO’s and Beacon’s business relationships with employees, customers or suppliers, operating results and business generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination
of the merger agreement, including in circumstances requiring Beacon to pay a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or
events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized
or may take longer to realize than expected; (viii) the impact of legislative, regulatory, economic, competitive and technological changes; (ix) QXO’s ability to finance the proposed transaction, including the ability to obtain the necessary
financing arrangements set forth in the commitment letters received in connection with the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical
conditions; and (xi) those risks and uncertainties forth in QXO’s and Beacon’s SEC filings, including each company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance
or results. Forward-looking statements herein speak only as of the date each statement is made. QXO and Beacon do not undertake any obligation to update any of these statements in light of new information or future events, except to the extent
required by applicable law.
Important Information And Where To Find It
The information herein is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to
sell Beacon securities. QXO and Merger Sub filed a Tender Offer Statement on Schedule TO with the SEC on January 27, 2025, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with SEC on
February 6, 2025. The parties expect to file amendments to these tender offer materials to reflect the provisions of the merger agreement. Investors and security holders are urged to carefully read these materials as they contain important
information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, the Solicitation/Recommendation
Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by QXO and Beacon with the SEC at the website maintained by the SEC at www.sec.gov. In
addition, these materials will be made available to all investors and security holders of Beacon free of charge from the information agent for the tender offer: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022,
toll-free telephone: +1 (888) 750-5834.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Agreement and Plan of Merger, dated as of March 20, 2025, by and
among QXO, Inc., Beacon Roofing Supply, Inc. and Queen
MergerCo, Inc.*
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Joint Press Release, dated March 20, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. QXO agrees to furnish supplementally a copy of
any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 20, 2025
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QXO, INC.
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By:
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/s/ Christopher Signorello | ||
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Name:
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Christopher Signorello
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Title:
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Chief Legal Officer
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