Exhibit (a)(29)
LinkedIn post, made available by the Company on March 20, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(D)(4) of the Securities Exchange Act Of 1934
(Amendment No. 14)
Beacon Roofing Supply, Inc.
(Name of Subject Company)
Beacon Roofing Supply, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
073685109
(CUSIP Number of Class of Securities)
Christine E. Reddy
Executive Vice President, General Counsel
Beacon Roofing Supply, Inc.
505 Huntmar Park Drive, Suite 300
Herndon, Virginia 20170
(571) 323-3939
(Name, Address and Telephone Number, including area code, of Agent For Service)
With copies to:
| Kai H.E. Liekefett Leonard Wood Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839-8744 |
Eric M. Swedenburg Lee A. Meyerson Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Introduction
This Amendment No. 14 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on February 6, 2025. The Statement relates to the unsolicited tender offer by QXO, Inc., a Delaware corporation (“QXO”) and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO, to purchase all of the issued and outstanding shares of the common stock of the Company, par value $0.01 per share, for $124.25 per share in cash, without interest and less any required withholding taxes. Except as otherwise set forth in this Amendment, the information set forth in the Statement remains unchanged.
The Statement is hereby amended and supplemented as follows:
Item 2. Identity and Background of Filing Persons
The first sentence of the second paragraph of page 2 of the Statement, under the subsection entitled Tender Offer, is hereby amended and restated in its entirety as follows:
“According to the Schedule TO, the purpose of the Offer is for QXO through the Purchaser to acquire any and all Shares validly tendered and not validly withdrawn prior to the expiration date of the Offer, which is 5:00 p.m., New York City time, on March 31, 2025, unless extended or earlier terminated by the Offeror (the “Expiration Time”).”
Item 9. Exhibits
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:
| Exhibit No. | Description | |
| (a)(26) | Joint Press Release, dated March 20, 2025. | |
| (a)(27) | Message to employees issued by the Company on March 20, 2025. | |
| (a)(28) | Employee FAQ issued by the Company on March 20, 2025. | |
| (a)(29) | LinkedIn post, made available by the Company on March 20, 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.
Date: March 20, 2025
| BEACON ROOFING SUPPLY, INC. | ||
| By: | /s/ Prithvi S. Gandhi | |
| Prithvi S. Gandhi | ||
| Executive Vice President & Chief Financial Officer | ||
Exhibit (a)(26)
QXO to Acquire Beacon Roofing Supply for $11 Billion
GREENWICH, Conn. and HERNDON, Va. – March 20, 2025 – QXO, Inc. (NYSE: QXO) and Beacon Roofing Supply, Inc. (Nasdaq: BECN) today announced that they have entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash. Beacon is a leading distributor of roofing, waterproofing and exterior products, with nearly 600 branches across the U.S. and Canada.
The boards of directors of both companies have unanimously approved the transaction, which values Beacon at approximately $11 billion, including all its outstanding debt. The transaction is expected to close by the end of April, subject to a majority of Beacon shares tendering in the offer and other customary closing conditions. Beacon’s board unanimously recommends that all shareholders tender their shares into the offer.
“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,” said Brad Jacobs, chairman and chief executive officer of QXO. “We will be applying our proven playbook to a platform ripe to deliver above-market organic growth and significant margin expansion.”
Stuart Randle, Beacon’s chairman, said, “Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all of our shareholders. 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.”
Julian Francis, president and chief executive officer of Beacon, said, “Since the launch of Ambition 2025 three years ago, we successfully transformed Beacon, delivering superior financial and operational results. 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.”
Terms
On January 27, 2025, QXO commenced an all-cash tender offer to acquire all of the outstanding shares of Beacon. QXO today announced that it has extended its current tender offer to expire at 5:00 p.m., New York City Time, on March 31, 2025. QXO will amend its current tender offer on or prior to the new expiration date to reflect the terms of the definitive merger agreement with Beacon, including to reflect an offer price of $124.35 per share in cash. Beacon will also amend its recommendation statement on Schedule 14D-9 in support of such amended tender offer.
In connection with the transaction, QXO has withdrawn its nomination of 10 independent director nominees for election at Beacon’s 2025 annual meeting of shareholders and Beacon has exempted the tender offer from its previously adopted shareholder rights plan.
The acquisition has received antitrust clearance in the U.S. and Canada. QXO has $5 billion of cash and secured financing commitments covering the full purchase price, including debt refinancing and transaction costs. As reported earlier this week, QXO has also entered into purchase agreements with certain institutional investors for an $830 million private placement financing, subject to the completion of the Beacon acquisition.
Advisors
Morgan Stanley is acting as lead financial advisor to QXO. QXO is also being advised by Goldman Sachs, Citi, Centerview, Credit Agricole, Wells Fargo and Mizuho. Paul Weiss is acting as lead legal counsel to QXO, with Wachtell Lipton providing additional legal advice. J.P. Morgan is serving as financial advisor to Beacon and its board, and Lazard is serving as financial advisor to the Beacon board. Sidley Austin and Simpson Thacher are serving as legal advisors to Beacon.
About QXO
QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit www.qxo.com for more information.
About Beacon
Founded in 1928, Beacon is a Fortune 500 company specializing in the distribution of roofing and complementary building products, including siding and waterproofing. The company operates over 580 branches throughout all 50 states in the U.S. and 7 provinces in Canada. Beacon serves an extensive base of nearly 110,000 customers, utilizing its vast branch network and service capabilities to provide high-quality products and support throughout the entire project lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+®, which allows customers to manage their businesses online. Visit www.becn.com for more information.
Cautionary Statement Regarding Forward-Looking Statements
This press 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 circumstances that require 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) the risks and uncertainties set 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.
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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 Additional 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 Queen MergerCo, Inc. (the “Purchaser”) 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 the 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.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or jurisdiction.
QXO Contacts:
Media
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Steve Lipin / Lauren Odell
Gladstone Place Partners
212-230-5930
Investors
Mark Manduca
mark.manduca@qxo.com
203-321-3889
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833
Beacon Contacts:
Media
Jennifer Lewis
Jennifer.Lewis@becn.com
571-752-1048
Ed Trissel / Andrea Rose
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Investors
Binit Sanghvi
Binit.Sanghvi@becn.com
972-369-8005
Bruce Goldfarb / Pat McHugh
Okapi Partners LLC
info@okapipartners.com
888-785-6673
212-297-0720
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Exhibit (a)(27)
Message to employees issued by the Company on March 20, 2025.
Team,
Moments ago, Beacon announced that we have entered into a definitive agreement to be acquired by QXO for $124.35 per outstanding share, a total transaction value of approximately $11 billion. I’d like to provide some information on why we entered into this transaction, why now, and what it means for Beacon and our employees.
As you know, since launching our 2025 plan, we have transformed the Company, and it is thanks to all of your hard work and dedication that we are well positioned for future growth and success. Since QXO made its initial offer last November, we have evaluated strategic alternatives to enhance value for all our shareholders. Following our Board’s comprehensive review of strategic alternatives, 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.
The transaction is expected to close by the end of April, subject to satisfaction of customary closing conditions. I know you have questions, so I’ve attached an FAQ to address some of them. The most important thing to know is that until the transaction is completed, we will remain an independent company, and it is business as usual.
While our ownership will be changing, our unwavering commitment to helping our customers build more remains the same. We should all remain focused on our day-to-day responsibilities, and I am counting on all of you to continue to deliver for our customers just as we always have.
Remember that one of the reasons QXO was so interested in Beacon is due to our highly talented people, and QXO has been clear that their goal is preserving the value we bring – which includes our people. Later this morning, you will hear directly from Brad Jacobs, CEO of QXO, at 11am ET, which you can access through this zoom link. He is very excited about the future of Beacon and looks forward to addressing our team. A calendar invite with call line details will follow. I know it is short notice, but please do make every effort to attend if your schedule allows.
I want to thank you for your continued hard work. Your dedication to Beacon and your unwavering focus on BUILDING MORE for our customers, employees and communities have made us who we are.
- Julian
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains statements that may constitute forward-looking statements. These statements include, but are not limited to: statements related to the views and expectations of Beacon Roofing Supply, Inc. (“Beacon”) regarding the consummation of the transactions contemplated by the merger agreement with QXO, Inc. (“QXO”) and its wholly owned subsidiary, Queen MergerCo, Inc. (the “Transactions”); any statements relating to the plans, strategies and objectives of management or the board of directors of Beacon for future operations and activities; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on Beacon and its financial performance; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the “Risk Factors” section of Beacon’s Form 10-K for the fiscal year ended December 31, 2024, and subsequent filings with the SEC. In addition, actual results may differ materially from those indicated in any forward-looking statements as the result of: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Beacon’s stockholders will tender their stock in the tender offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived on the anticipated timeframe or at all; factors relating to the Transactions, including the effects of the Transactions, or the completion or failure to complete the Transactions, on Beacon’s businesses; product shortages; changes in supplier pricing and rebates; inability to identify acquisition targets or close acquisitions; difficulty integrating acquired businesses; inability to identify new markets or successfully open new locations; catastrophic safety incidents; cyclicality, seasonality and weather; IT failures or interruptions, including as a result of cybersecurity incidents; goodwill or intangible asset impairments; disruptions in the capital and credit markets; debt leverage; loss of key talent; labor disputes; and regulatory risks. Beacon may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this communication are qualified by the factors, risks and uncertainties referenced above and readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-looking statements included in this communication represent Beacon’s views as of the date of this communication and these views could change. However, while Beacon may elect to update these forward-looking statements at some point, Beacon specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing Beacon’s views as of any date subsequent to the date of this communication.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the pending Transactions involving Beacon and QXO. QXO will cause Queen MergerCo, Inc., a wholly owned subsidiary of QXO, 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, the “January Offer”), to increase the purchase price of the Shares to $124.35 per share 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”). QXO will file with the SEC an amended “Tender Offer Statement” on Schedule TO with respect to the Offer and Beacon will file with the SEC a “Solicitation/Recommendation Statement” on Schedule 14D-9 pertaining to the Offer. BEACON’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE TENDER OFFER STATEMENT AND SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the Tender Offer Statement and Solicitation/Recommendation Statement, any amendments or supplements thereto and other documents filed by Beacon and QXO with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials & Presentations” section of Beacon’s website, https://ir.beaconroofingsupply.com/.
Exhibit (a)(28)
Employee FAQ issued by the Company on March 20, 2025.
| 1. | Why did we enter into this transaction? Why now? |
| ● | Since QXO first made the proposal to acquire us last fall, our Board has done significant work to evaluate strategic alternatives to enhance value for all shareholders, including for our employee shareholders. | |
| ● | We have also taken into account the current uncertain macro environment, among other considerations. | |
| ● | Following the Board’s comprehensive review, we concluded that the transaction with QXO is in the best interest of Beacon and our shareholders. |
| 2. | Who is QXO? Why are they the right fit for Beacon? |
| ● | QXO plans to become a tech-focused leader in the building products distribution industry. | |
| ● | QXO’s chairman and CEO, Brad Jacobs, has built eight - multibillion-dollar companies, including XPO, one of the largest providers of less-than-truckload services in North America; United Rentals, the world’s largest equipment rental company; and United Waste Systems, the fifth largest U.S. waste management company at the time of its sale. | |
| ● | We expect our transaction with QXO to build on our tremendous success, and we will enhance our ability to help our customers build more. | |
| ● | Additionally, we expect the transaction will result in new career opportunities for Beacon employees as part of QXO’s fast-growing organization. |
| 3. | What does this mean for employees? Will this affect my day-to-day responsibilities? Will my reporting structure change? Will there be layoffs? |
| ● | There are no immediate changes to day-to-day operations, reporting structures or responsibilities. | |
| ● | The transaction is expected to close by the end of April, and until then, we remain an independent company. | |
| ● | Following the close of the transaction, we will become a part of QXO. | |
| ● | We should highlight that one of the reasons QXO was so interested in Beacon is due to our highly talented people, and QXO has been clear that their goal is preserving the value we bring – which includes our people. | |
| ● | We expect the transaction will result in new career opportunities for Beacon employees as part of QXO’s fast-growing organization. | |
| ● | We will keep you informed, as appropriate. |
| 4. | Will Beacon continue to be headquartered in Herndon, Virginia? Will there be changes to Beacon’s other facilities and operating locations? | |
| ● | It is still early stages in the process and there are many details that still need to be worked out. We will keep you informed, as appropriate. |
| 5. | Will there be any changes to employee compensation or benefits as a result of the transaction? | |
| ● | Until the transaction closes, which we expect to occur by the end of April, we will remain an independent company, and it is business as usual. | |
| ● | Now and through closing, no changes are anticipated to compensation or benefits as a result of this transaction. | |
| ● | We expect further clarity, including specifics around QXO’s compensation and benefits programs, as we move through the process. | |
| ● | We will keep you informed, as appropriate. |
| 6. | What will happen to the Employee Stock Purchase Program (ESPP)? | |
| ● | Existing payroll deductions will continue as normal. | |
| ● | On the last trading day prior to closing (or, if earlier, June 30, 2025), your accumulated contributions will be automatically exercised for the purchase of Beacon common stock at the applicable discounted purchase price. | |
| ● | Your shares will then be treated as normal shares of Beacon common stock and cashed out for $124.35 per share. | |
| ● | If requested by QXO in writing at least ten (10) business days prior to closing, the ESPP will be terminated upon closing. |
| 7. | What is a tender offer? What are the next steps in this process? How do I tender my shares? | |
| ● | A tender offer is a public bid for shareholders to sell their stock. All Beacon shareholders will be given an opportunity to “tender,” or sell their stock for $124.35 per share, within a specific timeframe. | |
| ● | All shareholders, including employee shareholders, will receive information regarding the terms of the tender offer and instructions on how to tender their shares. |
| 8. | What will happen to my options at closing? | |
| ● | At closing, each of your options to purchase Beacon shares (excluding any purchase rights you have under the ESPP) that has not already been exercised for shares and has not expired will be converted into an option to purchase shares of QXO. | |
| ● | The QXO option will be for a number of shares of QXO common stock and will have an exercise price that is generally intended to preserve the same “spread” (which is the excess of the fair market value of the shares subject to the option over the exercise price) as your Beacon option had immediately before the Closing. | |
| ● | The conversion ratio discussed below will be used to determine the number of shares of QXO common stock subject to the QXO option and the exercise price will be converted to the quotient obtained by dividing the exercise price of your Beacon option by the conversion ratio. | |
| ● | The vesting schedule, expiration date and all other terms and conditions of your Beacon option will remain unchanged. | |
| ● | The conversion ratio is the quotient obtained by dividing $124.35 by 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 prior to the closing date. |
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| 9. | What will happen to my Restricted Stock Units (RSUs) at closing? | |
| ● | At closing, each of your awards of time-vesting restricted stock units (RSUs) that has not yet been settled in shares will be converted into an award of QXO RSUs based on the conversion ratio, such that the value of the RSUs immediately after the closing will be substantially similar to the value of such awards immediately before the Closing. | |
| ● | The vesting schedule, expiration date and all other terms and conditions of your Beacon option will remain unchanged. | |
| ● | If you hold A25 awards, these awards will be treated as RSUs, as described above, because the performance hurdles have all been met. | |
| ● | This means that they will convert to QXO RSUs and will remain eligible to vest in March 2026 (or, if earlier, upon a “Qualifying Termination” (as defined in the award agreement). | |
| ● | Any dividend equivalent rights attached to your RSUs will carry over to your QXO RSUs and be paid out within 30 days of vesting. | |
| ● | The conversion ratio is the quotient obtained by dividing $124.35 by 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 prior to the closing date. |
| 10. | What will happen to my Performance-Based Restricted Stock Units (PSUs) at closing? | |
| ● | At closing, each of your awards of performance-vesting restricted stock units (PSUs) that has not yet been settled in shares will be converted into an award of QXO RSUs that will be solely subject to time-based vesting. | |
| ● | To convert your PSUs to QXO RSUs, the applicable performance metrics will be deemed satisfied at target levels, and that number of PSUs will be multiplied by the conversion ratio. | |
| ● | The resulting QXO RSUs will be subject to the same terms and conditions of your PSUs, except no performance conditions will apply. | |
| ● | Any PSUs for which the performance period has ended (and performance metrics achieved) prior to closing, but for which vesting remains solely subject to continued service through a future date, such as the A25 PSUs, will be treated as RSUs. | |
| ● | The treatment of RSUs is described in FAQ # 9 above. | |
| ● | Any dividend equivalent rights attached to your PSUs will carry over to your QXO RSUs and be paid out within 30 days of vesting. | |
| ● | The conversion ratio is the quotient obtained by dividing $124.35 by 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 prior to the closing date. |
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| 11. | What are QXO’s plans for Beacon? What does this mean for Ambition 2025? | |
| ● | Since launching our Ambition 2025 plan three years ago, we have transformed our company, delivering superior financial results and value creation. | |
| ● | We expect our transaction with QXO to build on that success. | |
| ● | We’ve been in business for nearly 100 years – and we’re well poised for future growth and success for the next 100. | |
| ● | Our focus continues to be on executing our business objectives and serving our customers. |
| 12. | What will the go-forward leadership team look like following close? How will the Board be structured? | |
| ● | It is still early stages in the process and there are many details that still need to be worked out. |
| 13. | What should employees tell customers? | |
| ● | You should tell customers who ask about this that we are continuing to operate business as usual and will continue to work with them just as we always have. |
| 14. | So Beacon is now recommending that shareholders tender shares? I thought the Board previously recommended against doing so. What changed? | |
| ● | Beacon’s Board recommends that Beacon shareholders tender their shares in the tender offer. | |
| ● | Since QXO first made the proposal to acquire us last fall, our Board has done significant work to evaluate strategic alternatives to enhance value for our shareholders, including for our employee shareholders. | |
| ● | We have also taken into account the current uncertain macro environment, among other considerations. | |
| ● | Following the Board’s comprehensive review, we concluded that the transaction with QXO is in the best interest of Beacon and our shareholders. |
| 15. | What if I am contacted by the media? | |
| ● | As always, please direct any outside inquiry to Jennifer Lewis at corporatecommunications@becn.com |
| 16. | What happens next? | |
| ● | The transaction is expected to close by the end of April, subject to satisfaction of customary closing conditions. | |
| ● | We realize there will be questions in the coming weeks, and we appreciate your patience. | |
| ● | We are committed to keeping you informed on important developments as they occur. |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains statements that may constitute forward-looking statements. These statements include, but are not limited to: statements related to the views and expectations of Beacon Roofing Supply, Inc. (“Beacon”) regarding the consummation of the transactions contemplated by the merger agreement with QXO, Inc. (“QXO”) and its wholly owned subsidiary, Queen MergerCo, Inc. (the “Transactions”); any statements relating to the plans, strategies and objectives of management or the board of directors of Beacon for future operations and activities; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on Beacon and its financial performance; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. Investors are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, those set forth in the “Risk Factors” section of Beacon’s Form 10-K for the fiscal year ended December 31, 2024, and subsequent filings with the SEC. In addition, actual results may differ materially from those indicated in any forward-looking statements as the result of: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Beacon’s stockholders will tender their stock in the tender offer; the possibility that various closing conditions for the Transactions may not be satisfied or waived on the anticipated timeframe or at all; factors relating to the Transactions, including the effects of the Transactions, or the completion or failure to complete the Transactions, on Beacon’s businesses; product shortages; changes in supplier pricing and rebates; inability to identify acquisition targets or close acquisitions; difficulty integrating acquired businesses; inability to identify new markets or successfully open new locations; catastrophic safety incidents; cyclicality, seasonality and weather; IT failures or interruptions, including as a result of cybersecurity incidents; goodwill or intangible asset impairments; disruptions in the capital and credit markets; debt leverage; loss of key talent; labor disputes; and regulatory risks. Beacon may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this communication are qualified by the factors, risks and uncertainties referenced above and readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-looking statements included in this communication represent Beacon’s views as of the date of this communication and these views could change. However, while Beacon may elect to update these forward-looking statements at some point, Beacon specifically disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing Beacon’s views as of any date subsequent to the date of this communication.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the pending Transactions involving Beacon and QXO. QXO will cause Queen MergerCo, Inc., a wholly owned subsidiary of QXO, 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, the “January Offer”), to increase the purchase price of the Shares to $124.35 per share 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”). QXO will file with the SEC an amended “Tender Offer Statement” on Schedule TO with respect to the Offer and Beacon will file with the SEC a “Solicitation/Recommendation Statement” on Schedule 14D-9 pertaining to the Offer. BEACON’S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE TENDER OFFER STATEMENT AND SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the Tender Offer Statement and Solicitation/Recommendation Statement, any amendments or supplements thereto and other documents filed by Beacon and QXO with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials & Presentations” section of Beacon’s website, https://ir.beaconroofingsupply.com/.
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Exhibit (a)(29)
LinkedIn post, made available by the Company on March 20, 2025.