IPO - QXO, Inc.

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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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