SecProbe.io

February 3, 2025
Chris Signorello
Chief Legal Officer
Beacon Roofing Supply, Inc.
QXO
Five American Lane
Greenwich, CT 06831
Re:Beacon Roofing Supply, Inc.
Schedule TO-T filed January 27, 2025
Schedule TO-T/A filed January 28, 2025
SEC File No. 5-80234
Dear Chris Signorello:
            We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms have the same meaning as in the offer materials.
Schedule TO-T filed January 27, 2025, as amended on January 28, 2025
Summary Term Sheet - When and how will I be paid for my tendered Shares?, page 4
1.The disclosure here about the timing of satisfaction of the Offer conditions appears to
be inconsistent with language later in the offer materials. Disclosure here states that
the bidder "will pay for all validly tendered and not withdrawn Shares promptly after
the later of the date of expiration of the Offer and the satisfaction or waiver of the
conditions to the Offer..." (emphasis added). In the section entitled, "Conditions of the
Offer," the disclosure indicates the bidder will not be obligated to purchase tendered
Shares "if, before the Expiration Time, the following conditions shall not have been
satisfied." Please revise so that the language about the timing of satisfaction or waiver
of all Offer conditions vis-à-vis the expiration of the initial offer period is consistent
throughout the offer to purchase.

February 3, 2025
Page 2
General
2.In several places throughout the offer to purchase, you assert that Beacon sought to
have QXO enter into a "long-term standstill agreement" before the Company would
engage with QXO. See for example, disclosure on the cover page of the offer to
purchase, and on pages 3 and 8. Here and in future soliciting or tender offer materials
that include the same reference, define what is meant by "long-term" in this context.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions