QXO Inc. and Beacon Roofing Supply Inc. are in advanced discussions regarding a potential acquisition in which QXO would acquire Beacon Roofing Supply for $124.35 per share of cash, valuing the deal at approximately $11 billion.

The new offer is 10 cents higher per share than QXO’s original bid in November.

A QXO spokesperson expressed optimism about the deal and stated that QXO is confident it can double Beacon Roofing Supply’s EBITDA over the next five years. The company sees additional opportunities for growth through mergers and acquisitions, with a goal of reaching more than $50 billion in revenue.

While the companies have not finalized the deal, QXO and Beacon Roofing Supply described the ongoing talks as “friendly.” Both sides have agreed to conduct customary due diligence and work toward a definitive agreement. Beacon Roofing Supply, meanwhile, has postponed its scheduled Investor Day on March 13 to avoid market distraction during the negotiation period.

QXO makes new acquisition attempt for Beacon Roofing Supply

A QXO spokesman framed Beacon Roofing Supply as the entry point into the building products industry.

“If we come to an agreement with Beacon, we expect it to be the first of many acquisitions for QXO,” the spokesman said. “It will put us on a pathway to our stated goal of $50 billion in revenue. Beacon is the second-largest distributor of roofing products in a large, $70 billion to $80 billion industry. It’s exactly the kind of business we want as our foundation.”

QXO pointed to chair and CEO Brad Jacobs’ record of successfully executing large-scale integrations during his time at XPO as evidence that the company is prepared to maximize Beacon’s potential. XPO integrated Norbert Dentressangle and Con-way simultaneously in 2015, turning them into a cohesive, global organization and doubling their profits between 2015 and 2018. QXO believes Beacon Roofing Supply offers similar upside if it agrees to the acquisition.

Beacon Roofing Supply’s business model aligns closely with the secular growth trends that attracted QXO to the industry in the first place. The average commercial building is over 50 years old, and the average home is over 40 years old.

There’s also a shortage of 4 million homes that need to be built. On top of that, 80% of Beacon Roofing Supply’s business comes from repair and remodeling — essential, non-discretionary work that is less sensitive to economic cycles. Replacing a leaking or damaged roof is not a choice; it’s a necessity. The spokesman also noted that Beacon Roofing Supply is primarily a “made in the USA, sold in the USA” business, which minimizes exposure to global tariff risks.

QXO plan to close Beacon Roofing Supply deal

Jacobs took a direct and personal tone in addressing Beacon’s employees, recognizing that uncertainty often creates anxiety.

“I know this might be a stressful time for all of you,” Jacobs wrote. “Uncertainty is never easy, and right now, it’s still up in the air whether QXO will be successful in our effort to acquire Beacon. But if we are fortunate enough to move forward, our first priority will be listening to you.”

He stressed that QXO’s issue was with decisions at the board level — not with the workforce.

“Let me be clear — our beef with Beacon is not with the employees,” Jacobs continued. “It’s about the decisions being made at the board level. We have tremendous respect for the entire team that has built this company and for the dedication you bring to it every day.”

Jacobs outlined his plan to immediately conduct a “listening tour” upon closing the deal. He intends to meet with Beacon Roofing Supply employees at every level to understand what the company is doing well and where it can make improvements. He wants to hear directly from employees about what’s working, what’s not, and what changes would make Beacon a stronger and more competitive company.

“If I have the privilege of leading this company, my immediate focus would be to hear from each one of you the answers to two key questions: What has Beacon been doing well — things we’d be crazy to change? And where can we improve — whether it’s delighting customers, outpacing the competition, raising morale, enhancing compensation plans, or anything you know will make Beacon the best building products distributor in the industry?” Jacobs said.

How Beacon Roofing Supply fits into QXO’s strategy

QXO’s strategy for Beacon extends far beyond operational improvements — it’s a technology play at its core. Jacobs made clear that QXO would invest heavily in Beacon Roofing Supply’s tech infrastructure from the ground up. The company plans to completely modernize Beacon’s technology stack. That would start with a deep internal audit to understand existing capabilities and gaps.

QXO would then gather feedback from employees to create a comprehensive wish list of technological improvements. Once it collects the input, it will prioritize projects based on:

• Return on investment (ROI)
• Customer impact
• Employee efficiency
• Business disruption

Jacobs envisions several high-impact technology upgrades. Dynamic pricing would allow Beacon to respond more effectively to market conditions, boosting margins and competitiveness. AI-driven demand forecasting would improve inventory management and reduce waste. Meanwhile, warehouse automation and an advanced Warehouse Management System (WMS) would drive greater operational efficiency.

QXO also plans to implement a technology-enabled sales force to improve customer interactions and close rates. Fleet optimization would enhance delivery times and reduce costs, and a stronger ecommerce platform would improve customer experience and increase market share.

“We’d agree on a big to-do list and make it happen in a methodical way,” Jacobs said. “We’re confident that we can double Beacon’s EBITDA over the next five years and drive significant value creation.”

Impact on the industry

The building products industry is a natural fit for QXO’s growth model. The QXO spokesman explained that the market is large — worth $800 billion. It’s also highly fragmented, he said, with 20,000 players globally. That includes 7,000 in North America and 13,000 in Europe. And that fragmentation creates enormous opportunity for consolidation. Jacobs sees QXO as well-positioned to drive that process.

“The building products industry fits the same old playbook we’ve used in other industries,” Jacobs said. “It’s a large, growing market where bigger is better. There are plenty of accretive M&A opportunities, and technology can unlock significant efficiencies and margin expansion. We’ve done this before in waste management, equipment rental, transportation, and logistics. We know how to apply tech to make a business more efficient — and that’s exactly what we’ll do with Beacon.”

QXO’s acquisition strategy revolves around scaling Beacon Roofing Supply through a combination of technology-driven efficiencies, operational improvements, and smart acquisitions. The company’s goal is to replicate the success it has achieved in other sectors by combining strong market positioning with innovative technology and operational excellence.

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