QXO's Subsidiary Queen MergerCo Intends To Offer $2B In Senior Secured Notes Due 2032

QXO, Inc. (NYSE:QXO) ("QXO" or the "Company") announced today that its wholly owned subsidiary, Queen MergerCo, Inc. ("Merger Sub"), intends to offer $2 billion in Senior Secured Notes due 2032 (the "Notes"), subject to market and other conditions. Merger Sub was formed in connection with QXO's previously announced acquisition of Beacon Roofing Supply, Inc. ("Beacon") under the Agreement and Plan of Merger dated March 20, 2025 (the "Merger Agreement").

Merger Sub intends to use the proceeds from the offering of the Notes, along with borrowings under new senior secured credit facilities, proceeds from QXO's previously announced equity offerings, and available balance sheet cash, to fund the transactions contemplated by the Merger Agreement and pay related fees and expenses.

Upon consummation of the acquisition, Merger Sub will merge with and into Beacon, with Beacon surviving as a wholly owned subsidiary of QXO. The Notes will be guaranteed on a senior secured basis by each of Beacon's wholly owned domestic restricted subsidiaries that guarantees Beacon's new senior secured term loan facility. The Notes and the related guarantees will be secured by first-priority liens on substantially all of Beacon's and the subsidiary guarantors' material owned assets other than ABL Priority Collateral (as defined below) and by second-priority liens on substantially all of Beacon's and the subsidiary guarantors' inventory and accounts receivable and related assets (the "ABL Priority Collateral"), in each case subject to certain exceptions and permitted liens.

The issuance and sale of the Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and the Notes and the related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act.