QXO Secures $620 Million in New Private Funding

QXO, Inc., a company keen to become a tech-forward leader in the building products distribution industry, today announced that it has entered into purchase agreements with 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 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. QXO founder Brad Jacobs has previously stated he believes the company could eventually be worth $50 billion.

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 million outstanding shares of preferred stock and the exercise of the 219 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 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.

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.