QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today the pricing of its previously announced separate underwritten public offerings of (i) 48,484,849 shares of its common stock (“Common Stock”) at a public offering price of $16.50 per share (the “Common Stock Offering”), and (ii) $500 million of depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of newly issued 5.50% Series B Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”), of the Company at a public offering price of $50.00 per Depositary Share (the “Depositary Shares Offering” and, together, the “Offerings”). QXO has granted the underwriters in each respective Offering a 30-day option to purchase up to an additional (i) 7,272,727 shares of its Common Stock and (ii) $75 million of Depositary Shares, solely to cover over-allotments, if any. The Offerings are not contingent upon each other. The Common Stock Offering is expected to close on May 23, 2025, and the Depositary Shares Offering is expected to close on May 27, 2025, subject to customary closing conditions.
The gross proceeds from the Common Stock Offering will be $800 million (assuming the underwriters do not exercise the option to purchase additional shares of Common Stock) and the gross proceeds from the Depositary Shares Offering will be $500 million (assuming the underwriters do not exercise the over-allotment option to purchase additional Depositary Shares). QXO intends to use the net proceeds from the Offerings to repay indebtedness under the Company’s senior secured term loan facility, which will strengthen the Company’s position with respect to future acquisition opportunities.
Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The Mandatory Convertible Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and Common Stock) at a rate per annum equal to 5.50% on the liquidation preference thereof, which is $1,000 per share plus accumulated and unpaid dividends, payable when, as and if declared by QXO’s board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2025 and ending on, and including, May 15, 2028. Unless earlier converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert, for settlement on or about May 15, 2028, into between 49.4740 and 60.6060 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 2.4737 and 3.0303 shares of Common Stock), subject to certain anti-dilution and other adjustments. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the Depositary Shares Offering), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of Mandatory Convertible Preferred Stock, on such holder’s behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 49.4740, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. QXO has applied to list the Depositary Shares on the New York Stock Exchange under the symbol “QXO.PRB.”
Goldman Sachs & Co. LLC and Morgan Stanley are acting as lead joint bookrunning managers for the Offerings. Baird, Citigroup, Oppenheimer & Co., Raymond James, RBC Capital Markets, Stifel, Truist Securities, Wells Fargo Securities and William Blair are acting as joint bookrunning managers for the Offerings. BofA Securities, BMO Capital Markets, Credit Agricole CIB and Wolfe | Nomura Alliance are acting as co-managers for the Offerings.
Each Offering is being made by means of a prospectus supplement under QXO’s effective registration statement on Form S-3ASR, as filed with the Securities and Exchange Commission (the “SEC”).
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor does it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful. Each Offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the final prospectus supplements and accompanying prospectuses related to the Offerings can be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by email at prospectus-ny@ny.email.gs.com or from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
About QXO
QXO is the largest publicly traded distributor of roofing, waterproofing and complementary building products in the United States. The company plans to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. QXO is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the use of proceeds of the Offerings and the expected closing date of the Offerings, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others:
Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. QXO does not undertake any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
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