{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-036794","form_type":"8-K","ticker":null,"cik":"0001124941","company_name":"BEACON ROOFING SUPPLY INC","filed_at":"2025-04-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.589730+00:00","generated_at":"2026-05-23T03:24:39.300009+00:00","sec_items":["1.01","1.02","8.01","2.01","2.03","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"QXO completes acquisition of Beacon Roofing Supply for $124.35 per share; BECN delisted","bullets":["Merger closed April 29, 2025; each share not tendered in offer converted to $124.35 cash per share.","72.06% of shares tendered; company now wholly owned subsidiary of QXO, Inc.","New debt issued: $2.25B 6.75% Senior Secured Notes due 2032, $2.25B Term Loan due 2032, $400M ABL facility drawn.","All prior directors and officers replaced; Nasdaq delisting initiated; old notes redeemed or funded.","Old term loan and credit agreements terminated; 2026, 2029, and 2030 notes redeemed or funded for redemption."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-036794","json":"https://secwatch.observer/filing/0001213900-25-036794.json","markdown":"https://secwatch.observer/filing/0001213900-25-036794.md","text":"https://secwatch.observer/filing/0001213900-25-036794.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/ea0239883-8k_qxobuild.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T03:24:39.300009+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5345fb72d8c6e0bc65413a69f85c9f20e4b93615","claim":"BEACON ROOFING SUPPLY INC incurred revolving credit of aggregate borrowing availability equal to the lesser of $2,000 million and the borrowing base with Citibank, N.A. maturing April 29, 2030.","evidence_excerpt":"the Company entered into the Joinder to Credit Agreement and assumed Merger Sub’s obligations under the Asset-Based Revolving Credit Agreement, entered into on April 29, 2025 (the “New ABL Credit Agreement”), among Holdings, Merger Sub, the subsidiary borrowers party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, which provides for an asset-based revolving credit facility (the “New ABL Facility”) maturing on April 29, 2030 with an aggregate borrowing availability equal to the lesser of $2,000 million and the borrowing base","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"revolving credit"},{"label":"Principal","value":"aggregate borrowing availability equal to the lesser of $2,000 million and the borrowing base"},{"label":"Counterparty","value":"Citibank, N.A."},{"label":"Maturity","value":"April 29, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"85b793dcbf4b3b12434b5140b4b95f9877a2135a","claim":"BEACON ROOFING SUPPLY INC incurred term loan of aggregate principal amount of $2.25 billion with Goldman Sachs Bank USA maturing April 30, 2032.","evidence_excerpt":"the Company entered into the Joinder to Credit Agreement and assumed Merger Sub’s obligations under a Term Loan Credit Agreement, entered into on April 29, 2025 (the “New Term Loan Credit Agreement”), among Queen HoldCo, LLC, a Delaware limited liability company and a wholly-owned subsidiary of QXO (“Holdings”), Merger Sub, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, which provides for senior secured financing consisting of a term loan facility (the “New Term Loan Facility”) in an aggregate principal amount of $2.25 billion, maturing on April 30, 2032","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"aggregate principal amount of $2.25 billion"},{"label":"Counterparty","value":"Goldman Sachs Bank USA"},{"label":"Maturity","value":"April 30, 2032"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"ada32d709a95bb47031a129eb4203d4eda463203","claim":"BEACON ROOFING SUPPLY INC incurred senior notes of initial aggregate principal amount of $2.25 billion with Wilmington Trust, National Association at 6.75% maturing due 2032.","evidence_excerpt":"the Company, certain of the Company’s subsidiaries (the “Subsidiary Guarantors”) and Wilmington Trust, National Association (the “Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture, entered into on April 29, 2025, among the Company, as successor by merger to Merger Sub, the subsidiary guarantors party thereto from time to time and the Trustee (the “New Notes Indenture”), governing Merger Sub’s 6.75% Senior Secured Notes due 2032 with an initial aggregate principal amount of $2.25 billion (the “New Notes”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"initial aggregate principal amount of $2.25 billion"},{"label":"Counterparty","value":"Wilmington Trust, National Association"},{"label":"Rate","value":"6.75%"},{"label":"Maturity","value":"due 2032"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"0b0149faf3","claim":"Melanie M. Hart departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"11672f026d","claim":"Barbara G. Fast departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3231c368d8","claim":"Racquel H. Mason departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3a8876f11c","claim":"Alan Gershenhorn departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4306ccff9e","claim":"Stuart A. Randle departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8dc5209d99","claim":"Douglas L. Young departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d31be15628","claim":"Neil S. Novich departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e1ab211d91","claim":"Julian Francis departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"edf30cbd48","claim":"Earl Newsome, Jr. departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be a member of the Board"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f92bf79b94","claim":"Robert M. McLaughlin departed as Director at BEACON ROOFING SUPPLY INC.","evidence_excerpt":"Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. 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The Offer was extended through 5:00 p.m., New York City time, on April 28, 2025, and at 5:00","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"QXO, Inc."},{"label":"Consideration","value":"$124.35 per share in cash"},{"label":"Closing","value":"2025-04-29"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}