QXO to Acquire Beacon Roofing Supply in $11 Billion Deal

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QXO Inc. has agreed to acquire Beacon Roofing Supply Inc. in a deal that values the distributor of roofing, waterproofing and exterior products at about $11 billion, including debt.

The agreement ends months of back-and-forth between the companies and avoids a full-blown hostile takeover battle.

QXO will pay $124.35 per share in cash for Herndon, Va.-based Beacon after a previous offer of $124.25 was rebuffed. The price represents about a 26% premium to Beacon’s closing price on Nov. 15, the last trading day before news of takeover interest first emerged.

Beacon ranks No. 63 on the Transport Topics Top 100 list of the largest private carriers in North America and No. 8 on the building materials carriers sector list.

QXO is a building products company run by veteran dealmaker Brad Jacobs, who is executive chairman of XPO and non-executive chairman of RXO and GXO Logistics.

The boards of directors of both companies have unanimously approved the transaction, according to a statement March 20. Shares in Beacon Roofing closed broadly flat at $121.53 in New York on March 19, giving the company a market value of about $7.5 billion.

“Acquiring Beacon is a key milestone in our plan to create substantial shareholde r value and establish QXO as a leader in the $800 billion building products distribution industry,” Brad Jacobs, chairman and chief executive officer of QXO, said in the statement.

The transaction is expected to close by the end of April.

Morgan Stanley is lead financial adviser to QXO, which is also receiving advice from Goldman Sachs Group Inc., Citigroup Inc., Centerview Partners, Credit Agricole SA, Wells Fargo & Co. and Mizuho Financial Group Inc. JPMorgan Chase & Co. is serving as financial adviser to Beacon and its board, with Lazard Inc. a…