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The Greenwich, Connecticut-headquartered technology solutions provider QXO (NASDAQ: QXO) has proposed a deal to Beacon Roofing Supply Inc. (NASDAQ: BECN) to acquire all outstanding shares of Beacon for $124.25 per share in cash.

Herndon, Virgina-based Beacon sells residential and commercial property roofing, waterproofing and related exterior products in North America. The company operates over 580 branches throughout all 50 states in and seven provinces in Canada.

According to QXO, the proposal implies a total transaction value of approximately $11 billion and a 37% premium above Beacon’s 90-day unaffected volume-weighted average price of $91.02. In a letter to Beacon Chairman Stuart A. Randle, QXO CEO Brad Jacobs acknowledged the Beacon board of directors was skeptical of his inquiry.

“Since our initial virtual meeting with your CEO in July of last year, Ihsan Essaid, QXO’s Chief Financial Officer, and I have made numerous attempts to engage constructively with Beacon to reach a deal,” Jacobs wrote. “Our attempts to explore a transaction have been met by delays, cancellations, and unreasonable preconditions, notably a long-term ‘standstill’ that would have prohibited us from offering our proposal directly to your shareholders. And while you told us in early December that you have put the company up for sale by contacting other potential buyers, we have yet to receive a counteroffer from you and are aware of no other interested buyers.”

Jacobs added, “Earlier this month, you finally suggested an in-person meeting, but only after we informed you that we were prepared to approach your shareholders directly. However, this meeting was conditioned on an unusual, onerous standstill structure that would require us to agree to a months-long delay before we could actually present our proposal to your shareholders or even inform them of it. We were surprised that you conditioned a meeting on us agreeing not to tell your shareholders about a proposal to acquire their company.”

Jacobs cautioned Beacon that it “reported a revenue CAGR of 8% from 2019-2023, trailing all of the building products peers from the group cited in your proxy. Consensus forecasts currently expect Beacon to fall short of key elements of your Ambition 2025 plan. Notably, consensus calls for 2025 EBITDA margin of 9.8%, versus your plan’s target of 11%.” He added that Beacon’s balance sheet “lacks the capacity to pursue transformational M&A” and that it lacked “diversified operations and exposure to high-growth categories that trade at higher multiples.”

Jacobs also noted his track record for building companies including XPO Inc. (NYSE: XPO), GXO Logistics Inc. (NYSE: GXO), RXO Inc., United Rentals Inc. (NYSE: URI) and United Waste Systems Inc. He assured Randle that the XPO team was “highly experienced, with a track record of creating shareholder value and deep expertise in operations, technology and M&A.”

Beacon did not publicly comment on Jacobs’ letter.