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QXO Announces $620 Million Raised in New Private Placement

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QXO (Nasdaq: QXO) has announced a new $620 million private placement financing, issuing 67,833,699 shares at $9.14 per share. This follows the closing of a previously reported $3.5 billion private placement. After the new placement closes, QXO expects to have approximately $5.0 billion in cash and no debt. The company intends to use these funds for business growth through acquisitions.

Key points:

  • Affinity Partners invested $150 million, with founder Jared Kushner joining QXO's board
  • Previous investments include $900 million from Jacobs Private Equity and $100 million from Sequoia Heritage and co-investors
  • QXO will have about 409.4 million outstanding shares of common stock after closing
  • On a fully diluted basis, QXO could have up to 889.4 million outstanding shares

QXO (Nasdaq: QXO) ha annunciato un nuovo collocamento privato da 620 milioni di dollari, emettendo 67.833.699 azioni a 9,14 dollari per azione. Questo arriva dopo la chiusura di un collocamento privato precedentemente segnalato da 3,5 miliardi di dollari. Dopo la chiusura del nuovo collocamento, QXO prevede di avere circa 5,0 miliardi di dollari in contante e nessun debito. L'azienda intende utilizzare questi fondi per la crescita aziendale tramite acquisizioni.

Punti chiave:

  • Affinity Partners ha investito 150 milioni di dollari, con il fondatore Jared Kushner che entra nel consiglio di amministrazione di QXO
  • Investimenti precedenti includono 900 milioni di dollari da Jacobs Private Equity e 100 milioni di dollari da Sequoia Heritage e co-investitori
  • QXO avrà circa 409,4 milioni di azioni ordinarie in circolazione dopo la chiusura
  • Su base totalmente diluita, QXO potrebbe avere fino a 889,4 milioni di azioni in circolazione

QXO (Nasdaq: QXO) ha anunciado un nuevo financiamiento privado de $620 millones, emitiendo 67,833,699 acciones a $9.14 por acción. Esto sigue al cierre de un financiamiento privado previamente reportado de $3.5 mil millones. Después del cierre del nuevo financiamiento, QXO espera tener aproximadamente $5.0 mil millones en efectivo y sin deuda. La compañía tiene la intención de utilizar estos fondos para el crecimiento empresarial a través de adquisiciones.

Puntos clave:

  • Affinity Partners invirtió $150 millones, con el fundador Jared Kushner uniéndose a la junta de QXO
  • Las inversiones anteriores incluyen $900 millones de Jacobs Private Equity y $100 millones de Sequoia Heritage y co-inversores
  • QXO tendrá alrededor de 409.4 millones de acciones comunes en circulación después del cierre
  • Sobre una base totalmente diluida, QXO podría tener hasta 889.4 millones de acciones en circulación

QXO (Nasdaq: QXO)는 6억 2천만 달러 규모의 사모펀드 조달을 발표하며, 주당 9.14달러에 67,833,699주를 발행했습니다. 이는 이전에 보고된 35억 달러 규모의 사모펀드 마감에 이어진 것입니다. 새 자금 조달이 종료된 후 QXO는 약 50억 달러의 현금과 부채가 없는 상태가 될 것으로 예상하고 있습니다. 회사는 인수를 통한 사업 성장에 이 자금을 사용할 계획입니다.

주요 사항:

  • Affinity Partners가 1억 5천만 달러를 투자했으며, 설립자인 Jared Kushner가 QXO의 이사회에 합류했습니다.
  • 이전 투자에는 Jacobs Private Equity의 9억 달러와 Sequoia Heritage 및 공동 투자자로부터의 1억 달러가 포함됩니다.
  • QXO는 마감 후 약 4억 9천만 주의 보통주를 가질 것입니다.
  • 완전 희석 기준으로 QXO는 최대 8억 8천9백40만 주를 가질 수 있습니다.

QXO (Nasdaq: QXO) a annoncé un financement par placement privé de 620 millions de dollars, émettant 67,833,699 actions à 9,14 dollars par action. Cela fait suite à la clôture d'un placement privé précédemment rapporté de 3,5 milliards de dollars. Après la clôture du nouveau placement, QXO s'attend à disposer de près de 5,0 milliards de dollars en liquidités et aucune dette. La société prévoit d'utiliser ces fonds pour sa croissance grâce à des acquisitions.

Points clés :

  • Affinity Partners a investi 150 millions de dollars, avec le fondateur Jared Kushner rejoignant le conseil d'administration de QXO
  • Les investissements précédents comprennent 900 millions de dollars de Jacobs Private Equity et 100 millions de dollars de Sequoia Heritage et co-investisseurs
  • QXO aura environ 409,4 millions d'actions ordinaires en circulation après clôture
  • Sur une base pleinement diluée, QXO pourrait avoir jusqu'à 889,4 millions d'actions en circulation

QXO (Nasdaq: QXO) hat eine neue Privatplatzierung in Höhe von 620 Millionen Dollar angekündigt, bei der 67.833.699 Aktien zu je 9,14 Dollar ausgegeben werden. Dies folgt dem Abschluss einer zuvor berichteten Privatplatzierung in Höhe von 3,5 Milliarden Dollar. Nach Abschluss der neuen Platzierung erwartet QXO, ungefähr 5,0 Milliarden Dollar in bar und keine Schulden zu haben. Das Unternehmen plant, diese Mittel für das Wachstum durch Akquisitionen zu nutzen.

Wesentliche Punkte:

  • Affinity Partners hat 150 Millionen Dollar investiert, wobei der Gründer Jared Kushner dem Vorstand von QXO beitritt
  • Frühere Investitionen umfassen 900 Millionen Dollar von Jacobs Private Equity und 100 Millionen Dollar von Sequoia Heritage und Co-Investoren
  • QXO wird nach dem Abschluss etwa 409,4 Millionen ausstehende Stammaktien haben
  • Auf voll verwässerter Basis könnte QXO bis zu 889,4 Millionen ausstehende Aktien haben
Positive
  • Raised $620 million in new private placement financing
  • Closed previously announced $3.5 billion private placement
  • Expected to have approximately $5.0 billion in cash and no debt after new placement closes
  • Intends to use proceeds for business growth through acquisitions
  • Secured $150 million investment from Affinity Partners
  • Jared Kushner joined the board as the fifth independent director
Negative
  • Potential significant dilution with up to 889.4 million outstanding shares on a fully diluted basis

Insights

With the closure of a $620 million private placement and a prior $3.5 billion raise, QXO is positioned with approximately $5.0 billion in cash and no debt. This significant liquidity, coupled with zero leverage, puts QXO in a robust financial position to pursue strategic acquisitions and growth opportunities in the building products distribution industry. Investors should note the potential for earnings growth through acquisitions, which could drive revenue and market share expansion. However, they should also be mindful of the dilution effect, as approximately 889.4 million shares will be outstanding following the transactions, impacting per-share metrics. The pricing of the new shares at $9.14 can be seen as a confidence marker from institutional investors, yet the substantial increase in the share base warrants cautious optimism.

The entry of high-profile investors like Affinity Partners and institutional backing from Goldman Sachs and Morgan Stanley enhances QXO’s market credibility. Jared Kushner’s joining the board adds a layer of political and business influence, potentially aiding in strategic decisions and governance. While this bolsters investor confidence in QXO’s future trajectory, the company's aggressive expansion plans through acquisitions need careful execution to avoid overextension. The market's response to this news will likely hinge on QXO’s ability to integrate acquisitions effectively and realize synergies that translate into tangible financial performance. Retail investors should watch for post-acquisition performance metrics and integration updates, as these will be critical in assessing the long-term value creation from these capital raises.

The securities in the private placements are being offered in a transaction not involving a public offering and are not registered under the Securities Act of 1933. Investors should be aware of the restrictions on the resale of these securities unless a registration statement is filed or an applicable exemption is available. The commitment to file a registration statement with the SEC indicates QXO’s intention to provide liquidity options for investors in the future. However, the exact timing and acceptance of this registration cannot be guaranteed, posing a degree of risk for those seeking near-term liquidity. Legal due diligence on the terms of these offerings and compliance with securities laws will be important for ensuring these transactions' smooth execution and the protection of investor interests.

Closes Previously Announced $3.5 Billion Private Placement

Company Expects to Have Approximately $5.0 Billion in Cash and No Debt After New Private Placement Closes

GREENWICH, Conn., July 22, 2024 (GLOBE NEWSWIRE) --  QXO, Inc. (Nasdaq: QXO) (the “Company” or “QXO”), a company expected to become a tech-forward leader in the building products distribution industry, today announced that it has entered into purchase agreements with certain institutional and accredited investors for a new $620 million private placement financing of an aggregate 67,833,699 shares of QXO common stock at a price of $9.14 per share (the “New Private Placement”).

The New Private Placement, which includes a $150 million investment from Affinity Partners, is expected to close on July 25, 2024. Affinity founder Jared Kushner has joined the QXO board of directors as the fifth independent director on the seven-member board, effective immediately.

The Company further announced that it closed its previously reported $3.5 billion private placement financing on July 19, 2024.

Following the closing of the New Private Placement, QXO will have no debt and cash of approximately $5.0 billion, reflecting the $620 million proceeds of the New Private Placement, the $3.5 billion proceeds of the previously reported private placement, and investments of $900 million from Jacobs Private Equity and $100 million from Sequoia Heritage and other co-investors. The Company intends to use the proceeds of these investments to grow its business through acquisitions.

Following the closing, QXO will have approximately 409.4 million outstanding shares of common stock. On a fully diluted basis, following the closing and giving effect to the conversion of the Company’s 1.0 million outstanding shares of preferred stock and the exercise of the 219.0 million outstanding warrants issued with its preferred stock (assuming cash exercise), as well as the exercise of the pre-funded warrants sold in the prior private placement financing, the Company will have approximately 889.4 million outstanding shares of common stock (or approximately 739.0 million outstanding shares of common stock, assuming the exercise on a cashless basis of the warrants issued with the preferred stock at a per-share price equal to the per-share price of the New 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 (the “Securities Act”), and may not be reoffered 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 placements.

This press release 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.

Goldman Sachs and Morgan Stanley are joint lead placement agents for the private placements. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal adviser to QXO.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The Company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications.

QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The Company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Forward-Looking Statements

This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, and the expected timing of the closing of the New Private Placement, 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:

  • risks associated with potential significant volatility and fluctuations in the market price of the Company’s common stock;
  • risks associated with the Company’s relatively low public float, which may result in its common stock experiencing significant price volatility;
  • risks associated with raising additional equity or debt capital from public or private markets to pursue the Company’s business plan following the closing of the New Private Placement, including potentially one or more additional private placements of common stock, and the effects that raising such capital may have on the Company and its business, including the risk of substantial dilution of the Company’s common stock or that the common stock may experience a substantial decline in trading price;
  • the possibility that additional future financings may not be available to the Company on acceptable terms or at all;
  • the effect that the consummation of the private placements may have on the Company and its current or future business or on the price of the Company’s common stock;
  • the possibility that an active, liquid trading market for the Company’s common stock may not develop or, if developed, may not be sustained;
  • the possibility that the Company’s outstanding warrants and preferred stock may or may not be converted or exercised, and the economic impact on the Company and the holders of common stock of the Company that may result from either such exercise or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including its dividend, may have on the Company and the common stock of the Company;
  • uncertainties regarding the Company’s focus, strategic plans and other management actions;
  • the risk that the Company is or becomes highly dependent on the continued leadership of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Jacobs in these roles could have a material adverse effect on the Company’s business, financial condition and results of operations;
  • the risk that certain rules of the SEC may require that any registration statement the Company may file with the SEC be subject to SEC review and potential delay in its effectiveness, and that a registration statement must be filed and declared effective for any acquisition (including an all-cash acquisition), which would delay its consummation and could reduce the Company’s attractiveness as an acquirer for potential acquisition targets;
  • the possibility that the concentration of ownership by Jacobs may have the effect of delaying or preventing a change in control of the Company and might affect the market price of shares of the common stock of the Company;
  • the risk that Jacobs’ past performance may not be representative of future results;
  • the risk that the Company is unable to retain world-class talent;
  • the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on the Company’s business prospects, financial condition, results of operations or the price of the Company’s common stock;
  • risks that the Company may not be able to enter into agreements with acquisition targets on attractive terms, or at all, that agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits thereof may not be realized, that the Company may encounter difficulties in integrating and operating such acquired companies, or that matters related to an acquired business (including operating results or liabilities or contingencies) may have a negative effect on the Company or its securities or its ability to implement its business strategy, including that any such transaction may be dilutive or have other negative consequences to the Company and its value or the trading prices of its securities;
  • risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company and its business partners, and the loss of confidential information and other business disruptions;
  • the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders;
  • the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or seasonality or dependence on general economic conditions, including inflation or deflation, interest rates, consumer confidence, labor and supply shortages, weather and commodity prices;
  • the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;
  • risks associated with potential litigation related to the transactions contemplated by the Investment Agreement or related to any possible subsequent financing transactions or acquisitions or investments;
  • uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and
  • other factors, including those set forth in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, and subsequent Quarterly Reports on Form 10-Q.

Forward-looking statements herein speak only as of the date each statement is made. The Company undertakes no obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Media Contact:

Joe Checkler
joe.checkler@qxo.com
732-674-4871

Investor Contact:

Mark Manduca
mark.manduca@qxo.com
203-321-3889


FAQ

How much did QXO raise in its new private placement?

QXO raised $620 million in its new private placement financing.

What is QXO's expected cash position after the new private placement closes?

QXO expects to have approximately $5.0 billion in cash and no debt after the new private placement closes.

How does QXO (Nasdaq: QXO) plan to use the proceeds from its private placements?

QXO intends to use the proceeds from its private placements to grow its business through acquisitions.

Who are the major investors in QXO's recent private placements?

Major investors include Affinity Partners ($150 million), Jacobs Private Equity ($900 million), and Sequoia Heritage and other co-investors ($100 million).

How many outstanding shares of common stock will QXO have after the new private placement?

QXO will have approximately 409.4 million outstanding shares of common stock after the new private placement closes.

QXO, Inc.

NASDAQ:QXO

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QXO Stock Data

6.53B
409.43M
0.11%
40.46%
0.21%
Software - Application
Services-computer Processing & Data Preparation
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United States of America
GREENWICH