Back on Nov. 18, the Wall Street Journal reported that QXO — the building materials distribution platform started in late 2023 by Brad Jacobs — had made an offer to buy Beacon Roofing Supply.

At the time, little was known about it.

On Jan. 15, QXO confirmed the offer, along with plenty of details about it and its sentiment about why the deal should happen.

Take MDM’s 2025 Trends Survey: Help shape our editorial content and be entered to win a $100 gift card 

In a public proposal, QXO shared that it has offered to buy Beacon for $124.25 per share in cash, representing a total transaction value of about $11 billion and a 37% premium to Beacon’s 90-day average stock price.

The public statement included a letter from QXO to Beacon Chairman Stuart Randle in which Jacobs said Randle has refused to “substantively engage” on the proposal, which was submitted on Nov. 11.

“We presented a full and compelling price that is very close to the highest end of our value range,” the letter details. “The Beacon Board of Directors appears to have priorities that do not include capturing a compelling premium and creating significant, immediate value for Beacon shareholders.”

In the Store: MDM’s U.S. MRO Market Trends Report 

Jacobs noted that Beacon has retained consultants and legal and financial advisors, secured financing and is prepared to nominate directors to the Beacon board.

“We believe your shareholders have the right to evaluate our proposal,” his letter added.

Herndon, VA-based Beacon is No. 5 on MDM’s Top Building Materials/Construction Distributors List with $9.1 billion in 2023 revenue. Primarily distributing roofing materials, siding and waterproofing products, the company operates over 580 branches throughout the U.S and Canada, serving a base of nearly 100,000 customers. It’s been in business since 1928.

Upon the news, Beacon’s stock price jumped more than 9% in the morning hours of Jan. 15, while QXO’s fell about 1%.

The letter went on to detail what QXO said is “more than five months of anti-shareholder actions designed to frustrate a transaction” on behalf of Beacon. Jacobs claimed that he and Beacon CEO Julian Francis had an initial virtual meeting in July 2024, and that Jacobs and QXO CFO Ihsan Essaid have since made numerous attempts to engage on a deal.

Jacobs alleged that those attempts have hit delays, cancellations and preconditions that include a monthslong “standstill” for pitching the offer directly to Beacon shareholders.

See MDM’s Investment Bank Directory for a rundown of the key investment banks and advisory firms in the distribution sector. 

Further, Jacobs’ letter said that Francis told QXO in early December that he had contacted other buyers on a potential sale, but that QXO has yet to receive a counteroffer and isn’t aware of any other interested buyers.

Ultimately, QXO appears ready for a proxy fight to facilitate a deal.

“We are available to meet at short notice to get a deal done,” Jacobs said. “If that does not happen, we intend to let your shareholders decide whether they want our compelling offer.”

As of late morning on Jan. 15, Beacon had not publicly commented on the matter.

This past September, electrical distributor Rexel rejected a $9.4 billion acquisition offer from QXO.

In July of last year, QXO shared that it had secured more than $5 billion in private placement funding. 

Beacon is set to host an investor day in New York City on March 13.

QXO will begin trading shares on the New York Stock Exchange on the morning of Jan. 17, commemorated by QXO ringing the NYSE opening bell.

In early January, Beacon shared that it closed 2024 with a pair of acquisitions and a pair of greenfield location openings during the fourth quarter.