QXO Announces $3.5B Financing Deal

The building products distributor will sell more than 340 million shares of common stock.

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QXO Inc.

GREENWICH, Conn. — QXO Inc. on Thursday announced that it has entered into purchase agreements with certain institutional and accredited investors for a $3.5 billion private placement financing.

In the private placement, the company is selling an aggregate of 340,932,212 shares of its common stock at a price of $9.14 per share, and an aggregate of 42,000,000 pre-funded warrants at a price of $9.13999 per warrant. QXO has obtained written consent from its shareholders approving the private placement, which is expected to close early in the third quarter of 2024.

Following the closing of the private placement, QXO will have approximately 341.6 million outstanding shares of common stock. On a fully diluted basis, following the closing and giving effect to the conversion of the company’s 1 million outstanding shares of preferred stock and the exercise of the 219 million outstanding warrants attached to its preferred stock (assuming cash exercise), as well as the exercise of the 42 million pre-funded warrants to be sold in the private placement, the company would have approximately 821.6 million outstanding shares of common stock (or approximately 671.1 million outstanding shares of common stock assuming the exercise on a cashless basis of the warrants attached to the preferred stock at an assumed stock price equal to the price per share in the private placement).

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended, and may not be re-offered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. The company has agreed to use commercially reasonable efforts to file a registration statement with the SEC registering the resale of the common stock sold in the private placement.

This press release is issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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