IPO - QXO, Inc.
Form Type: 8-K
Filing Date: 2025-06-26
Corporate Action: Ipo
Type: New
Accession Number: 000110465925062779
Filing Summary: On June 24, 2025, QXO, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC to sell 89,887,640 shares of common stock at a public offering price of $22.25 per share. An additional option for underwriters to purchase up to 13,483,146 shares was also granted. The estimated net proceeds from this offering are approximately $1,977.5 million, potentially up to $2,274.2 million if the overallotment option is fully exercised. The offering is made pursuant to a registration statement on Form S-3ASR, with relevant filings made to the SEC. A press release announcing the pricing was also issued on the same date, with the legal opinion included in the filing. The report is signed on behalf of QXO, Inc. by its Chief Legal Officer, Christopher Signorello, on June 26, 2025.
Additional details:
Underwriting Agreement Date: 2025-06-24
Offering Shares: 89887640
Public Offering Price: 22.25
Additional Shares Option: 13483146
Net Proceeds Estimated: 1977.5 million
Potential Net Proceeds Full Option: 2274.2 million
Registration Statement: Form S-3ASR
Legal Opinion Exhibit: Exhibit 5.1
Press Release Exhibit: Exhibit 99.1
Form Type: 8-K
Filing Date: 2025-06-25
Corporate Action: Ipo
Type: New
Accession Number: 000095014225001667
Filing Summary: On June 24, 2025, QXO, Inc. announced its intention to offer for sale to the public $2 billion of shares of its common stock with a par value of $0.00001 per share. The announcement includes the plans to grant the underwriters an option to purchase up to an additional $300 million of shares at the public offering price, minus underwriting discounts and commissions. This move is part of QXO's strategy to expand its capital through a public offering. The document includes details about the company's registration under the Securities Exchange Act, as well as additional exhibits including a copy of the press release and interactive data files.
Additional details:
Common Stock Amount: 2000000000
Additional Option Amount: 300000000
Form Type: 8-K
Filing Date: 2025-05-27
Corporate Action: Ipo
Type: New
Accession Number: 000110465925052978
Filing Summary: On May 21, 2025, QXO, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to issue and sell 10,000,000 depositary shares representing a 1/20th interest in its 5.50% Series B Mandatory Convertible Preferred Stock at a public offering price of $50 per share. The company granted underwriters an option to purchase an additional 1,500,000 depositary shares, which was fully exercised, resulting in net proceeds of approximately $557.6 million. The Underwriting Agreement includes various customary provisions including indemnification against specific liabilities. This Offering, filed under registration statement Form S-3ASR, was supplemented by a certificate of designations establishing the preferences, limits, and rights of the Preferred Stock. The Deposit Agreement allows for the issuance of Receipts evidencing the shares, with associated preferences concerning dividends and liquidation rights of the Preferred Stock, effective upon filing on May 27, 2025. The Preferred Stock will accumulate dividends, converting to common stock upon a specified date, and holders will benefit from associated rights, while limiting common stock distributions until certain conditions are met, including payment of all accumulated dividends on the Preferred Stock.
Additional details:
Underwriting Agreement Date: 2025-05-21
Deposit Agreement Date: 2025-05-27
Depositary Shares Issued: 10000000
Offering Price Per Share: 50
Additional Depositary Shares Option: 1500000
Net Proceeds: 557600000
Dividend Rate: 5.50%
Initial Dividend Payment Date: 2025-08-15
Conversion Date: 2028-05-15
Form Type: 8-K
Filing Date: 2025-05-23
Corporate Action: Ipo
Type: New
Accession Number: 000110465925052221
Filing Summary: On May 21, 2025, QXO, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to sell 48,484,849 shares of its common stock at a public offering price of $16.50 per share. The underwriters were given an option to purchase an additional 7,272,727 shares, which was exercised in full. The expected net proceeds from the offering are approximately $892.8 million after deducting underwriting discounts and commissions. The offering was made under the company’s registration statement on Form S-3ASR, and a preliminary prospectus was filed with the SEC on May 20, 2025, followed by a final prospectus supplement dated May 21, 2025. A press release announcing the pricing of the offering was issued on May 22, 2025.
Additional details:
Underwriting Agreement Date: 2025-05-21
Shares Sold: 48484849
Offering Price Per Share: 16.50
Option Shares Exercised: 7272727
Expected Net Proceeds: 892800000
Registration Statement: Form S-3ASR
Preliminary Prospectus Date: 2025-05-20
Final Prospectus Date: 2025-05-21
Press Release Date: 2025-05-22
Form Type: 8-K
Filing Date: 2025-05-20
Corporate Action: Ipo
Type: New
Accession Number: 000110465925051009
Filing Summary: On May 20, 2025, QXO, Inc. announced its intention to offer for sale to the public through concurrent separate underwritten public offerings of its common stock and depositary shares representing a 1/20th interest in a share of new Series B Mandatory Convertible Preferred Stock. The gross proceeds from these offerings are expected to reach $1.0 billion, with potential additional proceeds of $150 million from over-allotment options granted to underwriters. Each offering will close independently of the other.
Additional details:
Par Value Common Stock: 0.00001
Expected Gross Proceeds: 1.0 billion
Underwriters Option Additional Shares: 150 million
Closing Conditions: Independent
Form Type: 8-K
Filing Date: 2025-04-21
Corporate Action: Ipo
Type: New
Accession Number: 000095014225001119
Filing Summary: On April 16, 2025, QXO, Inc. entered into an underwriting agreement with Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC to sell 37,735,850 shares of its common stock at a public offering price of $13.25 per share. The company granted the underwriters an option to purchase an additional 5,660,377 shares. Net proceeds from the offering are expected to be approximately $490 million, or about $564.2 million if the option is exercised in full. The offering was registered under Form S-3ASR and was supported by a preliminary and final prospectus supplement filed with the SEC. Additionally, on the same date, QXO released a press release announcing the pricing of the offering and a legal opinion regarding the legality of the common stock sold was included as an exhibit.
Additional details:
Underwriting Agreement Date: 2025-04-16
Offering Price: 13.25
Shares Sold: 37735850
Additional Shares Option: 5660377
Expected Net Proceeds: 490000000
Full Option Net Proceeds: 564200000
Form Type: 8-K
Filing Date: 2025-04-16
Corporate Action: Ipo
Type: New
Accession Number: 000095014225001090
Filing Summary: On April 16, 2025, QXO, Inc. announced its intention to offer for sale to the public $500,000,000 of shares of its common stock, with an additional option for underwriters to purchase up to $75,000,000 of shares at the same price per share. This move signifies a significant step towards raising capital through an initial public offering (IPO), aimed at expanding its business operations. A press release detailing this announcement is included as an exhibit.
Additional details:
Common Stock Amount: 500000000
Underwriter Option Amount: 75000000
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