--- 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" generated_at: "2026-05-23T03:24:39.300009+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # QXO completes acquisition of Beacon Roofing Supply for $124.35 per share; BECN delisted ## Summary - 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. ## SEC filing metadata - accession: 0001213900-25-036794 - form_type: 8-K - cik: 0001124941 - company_name: BEACON ROOFING SUPPLY INC - filed_at: 2025-04-29T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 8.01, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-036794 - JSON: https://secwatch.observer/filing/0001213900-25-036794.json - Plain text: https://secwatch.observer/filing/0001213900-25-036794.txt ## Key facts - Debt Financings 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. - Instrument: revolving credit - Principal: aggregate borrowing availability equal to the lesser of $2,000 million and the borrowing base - Counterparty: Citibank, N.A. - Maturity: April 29, 2030 - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Debt Financings BEACON ROOFING SUPPLY INC incurred term loan of aggregate principal amount of $2.25 billion with Goldman Sachs Bank USA maturing April 30, 2032. - Instrument: term loan - Principal: aggregate principal amount of $2.25 billion - Counterparty: Goldman Sachs Bank USA - Maturity: April 30, 2032 - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Debt Financings 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. - Instrument: senior notes - Principal: initial aggregate principal amount of $2.25 billion - Counterparty: Wilmington Trust, National Association - Rate: 6.75% - Maturity: due 2032 - Event: incurrence source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Melanie M. Hart departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Barbara G. Fast departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Racquel H. Mason departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Alan Gershenhorn departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Stuart A. Randle departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Douglas L. Young departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Neil S. Novich departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Julian Francis departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Earl Newsome, Jr. departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Executive change Robert M. McLaughlin departed as Director at BEACON ROOFING SUPPLY INC. - Action: ceased to be a member of the Board - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Governance Changes BEACON ROOFING SUPPLY INC: The company's bylaws were amended and restated in their entirety in connection with the consummation of the Merger and the Offer, effective as of the Effective Time (effective 2025-04-29). - Change: bylaw amendment - Effective: 2025-04-29 source text: In connection with the consummation of the Merger and the Offer, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - Governance Changes BEACON ROOFING SUPPLY INC: The company's certificate of incorporation was amended and restated in its entirety in connection with the consummation of the Merger and the Offer, effective as of the Effective Time (effective 2025-04-29). - Change: charter amendment - Effective: 2025-04-29 source text: In connection with the consummation of the Merger and the Offer, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm - M&A Transactions BEACON ROOFING SUPPLY INC underwent a change of control involving QXO, Inc. for $124.35 per share in cash (closed 2025-04-29). - Action: change of control - Counterparty: QXO, Inc. - Consideration: $124.35 per share in cash - Closing: 2025-04-29 source text: the Merger Agreement, Merger Sub offered to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”) at a price of $124.35 per share (such amount, the “Offer Price”) in cash, without interest (the “Offer”). The Offer was extended through 5:00 p.m., New York City time, on April 28, 2025, and at 5:00 evidence_url: https://www.sec.gov/Archives/edgar/data/1124941/000121390025036794/0001213900-25-036794-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.