Core Viewpoint - QXO, Inc. is proposing to replace the Board of Directors of Beacon Roofing Supply, Inc. with 10 independent nominees at Beacon's 2025 Annual Meeting of Shareholders, coinciding with QXO's tender offer to acquire Beacon for $124.25 per share, representing a 37% premium over its 90-day average price [1][3]. Group 1: Acquisition Proposal - QXO has commenced a tender offer to purchase all outstanding shares of Beacon for $124.25 per share, with an aggregate enterprise value of approximately $11 billion [3]. - The offer price represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price as of November 15, 2024 [3]. - QXO has received antitrust clearance for the acquisition in both the U.S. and Canada and is prepared to complete the acquisition shortly after the offer expires on February 24, 2025 [3]. Group 2: Nominee Profiles - The slate of independent nominees includes experienced executives from leading global companies, selected for their expertise in corporate transformations and knowledge of the building products sector [2]. - Notable nominees include: - Sheree Bargabos, former president at Owens Corning, with extensive experience in building materials [5]. - Paul Camuti, former executive at Trane Technologies, with a focus on technology and sustainability [6]. - Karel Czanderna, former CEO of Flexsteel Industries, with a background in residential furniture and building materials [7]. - Jonathan Foster, founder of Current Capital Partners, with a 35-year career in financial services [8]. - Mauro Gregorio, former president at Dow Inc., with experience in materials science [10]. - Michael Lenz, former CFO of FedEx, overseeing financial functions [11]. - Teresa May, president of H+G Advisory, with a background in strategic marketing [12]. - Stephen Newlin, former CEO of Univar Solutions, with experience in chemicals distribution [13]. - Joseph Reitmeier, former CFO of Lennox International, with a focus on climate control solutions [14]. - Wendy Whiteash, former executive at US LBM Holdings, with experience in distribution [15]. Group 3: Proxy Solicitation - QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and a universal WHITE proxy voting card for the 2025 Annual Meeting [4]. - Stockholders can vote to replace Beacon's current directors with QXO's proposed nominees [4].

Core Viewpoint - QXO, Inc. has secured antitrust clearance in the U.S. and Canada for its acquisition of Beacon Roofing Supply, Inc., allowing for a swift transaction closure [1][2] Group 1: Acquisition Details - QXO's all-cash tender offer for Beacon's outstanding common stock is set at $124.25 per share, which is the highest price Beacon's stock has ever traded [2] - The tender offer remains open until February 24, 2025, and QXO plans to complete the acquisition shortly after the tender expires, with no financing or due diligence conditions attached [2] Group 2: Company Background - QXO provides technology solutions primarily to the manufacturing, distribution, and service sectors, including consulting, professional services, and proprietary software development [4] - The company aims to become a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth [4]

Core Viewpoint - QXO, Inc. has made a compelling all-cash offer of $124.25 per share for Beacon Roofing Supply, which is significantly above Beacon's recent share price and reflects a premium based on historical performance metrics [2][5][8]. Group 1: Offer Evaluation - QXO's offer represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price (VWAP) of $91.02 as of November 15, 2024, and a 26% premium to the unaffected spot price of $98.75 on the same date [5]. - The offer is also a 3.0x premium to Beacon's average historical next-twelve-months EBITDA multiple, providing substantial immediate cash value to shareholders [8]. Group 2: Financial Performance Analysis - Beacon's revenue growth has been largely driven by extraordinary inflation and inorganic growth, with a 7.7% revenue compound annual growth rate (CAGR) from 2019 through the last twelve months (LTM) of September 2024, which is below the peer median of 12.1% [3]. - Analysts predict that Beacon will miss its 2025 gross margin target by 130 basis points and its EBITDA margin target by 114 basis points [6]. Group 3: Management and Insider Actions - Recent insider sales by Beacon's Chairman and CEO at prices significantly below QXO's offer raise questions about management's confidence in the company's future [11]. - Beacon's Board and management collectively own only 1.3% of outstanding shares, indicating a lack of alignment with shareholder interests [11]. Group 4: Competitive Landscape - Beacon's filings suggest that there are no actionable competing offers to QXO's proposal, as no viable third-party alternatives have been disclosed [12]. - QXO's letter emphasizes that Beacon's management has not effectively disputed QXO's claims regarding the lack of competing offers [13]. Group 5: Future Projections and Skepticism - Beacon's upcoming financial projections for its March Investor Day are viewed with skepticism, especially since management has previously acknowledged that its 2028 targets are "ambitious" and may not be realistic [9][10]. - The delay in revealing these projections, occurring more than three months after rejecting QXO's offer, raises further questions about the credibility of Beacon's future outlook [10].

Core Viewpoint - QXO, Inc. has made a cash tender offer of $124.25 per share for Beacon Roofing Supply, Inc., which was rejected by Beacon's Board of Directors, despite the offer representing a 37% premium over Beacon's recent trading price [2][3]. Group 1: Offer Details - QXO's tender offer values Beacon at approximately $11 billion, with the offer price being the highest Beacon's shares have ever traded [2]. - The offer represents a 37% premium to Beacon's 90-day unaffected volume-weighted average price of $91.02 per share as of November 15, 2024 [2]. - QXO's offer is positioned as providing certainty, a significant cash premium, and the ability to close quickly without regulatory delays or financing risks [3]. Group 2: Beacon's Response - Beacon's Board has not provided a basis for claiming that QXO's premium offer undervalues its shares, and the current trading price suggests the Board's assertion may be incorrect [2]. - Beacon has announced it will delay the release of its 2028 financial projections until March 13, 2025, which is seen as an unnecessary delay by QXO [3]. Group 3: Transaction Timeline and Conditions - QXO's tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with plans to complete the acquisition shortly after the tender expires [4]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory waiting periods to have expired or been waived by the time the tender offer concludes [4]. Group 4: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, aiming to become a leader in the $800 billion building products distribution industry [6]. - The company targets tens of billions of dollars in annual revenue over the next decade through both acquisitions and organic growth [6].

Core Viewpoint - QXO, Inc. is committed to acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, which represents a significant premium over Beacon's recent stock prices [1][2]. Group 1: Acquisition Details - QXO's all-cash tender offer of $124.25 per share provides a 37% premium to Beacon's 90-day unaffected volume-weighted average price of $91.02 as of November 15, 2024, and a 26% premium to the price of $98.75 before the proposal became public [2]. - The tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with QXO prepared to complete the acquisition shortly after the tender expires [3]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory approval processes to be completed by the time the tender offer expires [3]. Group 2: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, including consulting, professional services, and proprietary software development [5]. - The company aims to become a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth [5].

Core Viewpoint - QXO, Inc. has proposed to acquire Beacon Roofing Supply, Inc. for $124.25 per share in cash, representing a total transaction value of approximately $11 billion and a 37% premium over Beacon's 90-day unaffected share price of $91.02 [1]. Group 1: Proposal Details - The all-cash offer of $124.25 per share is positioned as compelling value for Beacon shareholders, despite the Beacon Board's reluctance to engage [2]. - QXO's proposal includes a 26% premium to Beacon's unaffected price of $98.75 per share as of November 15, 2024, and a 17% premium to Beacon's all-time high price of $105.84 [6][12]. - QXO has secured approximately $5 billion in cash and financing commitments to ensure the acquisition can be completed without contingencies [9]. Group 2: Engagement Challenges - QXO has faced over five months of actions from Beacon's Board that appear to frustrate the transaction, including delays and unreasonable preconditions [4]. - Despite attempts to engage constructively, QXO has encountered significant resistance from Beacon's leadership, including a proposed standstill that would prevent direct communication with shareholders [5]. Group 3: Market Context - The attractiveness of QXO's offer has increased due to a deteriorating operating environment and capital markets, which have negatively impacted Beacon's business outlook [7]. - Beacon's trading multiple has lagged behind peers, with a significant discount in its valuation compared to the building products sector [12]. Group 4: QXO's Readiness - QXO is prepared to move quickly to negotiate definitive acquisition documentation and has the institutional knowledge and experience to execute the transaction efficiently [11][16]. - The leadership team at QXO has a proven track record of building and growing businesses through strategic acquisitions and investments in technology [14][15].

Company Listing Transfer - QXO Inc will transfer its common stock listing from Nasdaq to the New York Stock Exchange (NYSE) starting January 17, 2025 [1] - The company will retain its stock ticker symbol QXO during the transfer [1] - QXO's Chairman and CEO Brad Jacobs will ring the Opening Bell on the first day of NYSE trading [1] CEO Statement and Company Vision - CEO Brad Jacobs expressed confidence in NYSE listing, citing prior successful NYSE-listed companies he founded [2] - QXO aims to become a tech-forward leader in the $800 billion building products distribution industry [2] - The company targets tens of billions in annual revenue through acquisitions and organic growth over the next decade [2] Business Overview - QXO provides technology solutions primarily to manufacturing, distribution, and service sectors [2] - Services include consulting, professional services, specialized programming, training, and technical support [2] - The company develops proprietary software and acts as a value-added reseller for business application software [2] - Software solutions cover accounting, financial reporting, ERP, warehouse management, CRM, and business intelligence [2] Media and Investor Contacts - Media contact: Joe Checkler, 203-609-9650, joe.checkler@qxo.com [4] - Investor contact: Mark Manduca, 203-321-3889, mark.manduca@qxo.com [4]

Industry Overview - The building products distribution industry is a massive market, estimated at roughly $800 billion in annual revenue across North America and Europe, which is larger than the global semiconductor billings projected for 2024 [1]

Legal Investigation - Levi & Korsinsky has initiated an investigation into QXO (NASDAQ: QXO) regarding potential breaches of fiduciary duty [1] - Shareholders who have held QXO shares since at least July 30, 2024, and currently hold shares can obtain additional information or contact Joseph E Levi, Esq [1] Law Firm Background - Levi & Korsinsky is a nationally recognized firm with offices in New York, Connecticut, California, and Washington, D C [2] - The firm's attorneys have extensive expertise in prosecuting securities litigation involving financial fraud and have recovered hundreds of millions of dollars for aggrieved shareholders [2] Contact Information - Levi & Korsinsky, LLP is located at 33 Whitehall Street, 17th Floor, New York, NY 10004 [3] - Contact Joseph E Levi, Esq via email at [email protected] or by telephone at (212) 363-7500 [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Emerging Growth Company o FORM 10-Q ____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact name of registrant as specified in its charter) Delaware ( ...