QXO Inc美股招股说明书(2025-05-20版)

% SeriesB Mandatory Convertible Preferred Stock QXO, Inc. is offeringdepositary shares (“Depositary Shares”), each of which represents a 1/20th interest in a share ofour% SeriesB Mandatory Convertible Preferred Stock, par value $0.001 per share (“Mandatory Convertible Preferred Stock”).The shares of Mandatory Convertible Preferred Stock will be deposited with Equiniti Trust Company, LLC, as bank depositary,pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights andpreferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to theprovisions of such deposit agreement. Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by ourboard of directors, or an authorized committee of our board of directors, at an annual rate of% on the liquidation preference of$1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value$0.00001 per share (“common stock”), or in any combination of cash and common stock on February15, May15, August15 andNovember15 of each year, commencing on, and including, August15, 2025 and ending on, and including, May15, 2028. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, eachDepositary Share represents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory ConvertiblePreferred Stock will automatically convert on the second business day immediately following the last trading day of the final averagingperiod (as defined below) into betweenandshares of our common stock, subject to anti-dilution adjustments. The numberof shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of ourcommon stock over the 20-trading-day period beginning on, and including, the 21st scheduled trading day prior to May15, 2028,which we refer to herein as the “final averaging period.” At any time prior to May15, 2028, a holder of 20 Depositary Shares maycause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, into a numberof shares of our common stock equal to the minimum conversion rate of, subject to anti-dilution adjustments. If a holder of 20Depositary Shares causes the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’sbehalf, during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate willbe adjusted under certain circumstances, and such holder will also be entitled to a make whole dividend amount (as described herein). Concurrently with this offering, we are also making a public offering ofshares of our common stock, pursuant to aseparate prospectus supplement (the “Common Stock Offering”). The aggregate proceeds from both offerings is anticipated to be$1,000,000,000. We have granted the underwriters of the Common Stock Offering a 30-day option to purchase up to anadditionalshares of our common stock. The closing of this offering is not conditioned upon the closing of the Common StockOffering, and the closing of the Common Stock Offering is not conditioned upon the closing of this offering, so it is possible that thisoffering occurs and the Common Stock Offering does not occur, or vice versa. We cannot assure you that the Common Stock Offeringwill be completed on the terms described herein, or at all. Nothing contained herein shall constitute an offer to sell or a solicitation ofan offer to buy our common stock in the Common Stock Offering. See the section titled “Concurrent Common Stock Offering.” We intend to use the net proceeds of this offering, together with the net proceeds of the Common Stock Offering, if completed, torepay indebtedness under our Term Loan Facility (as defined herein), which will strengthen our position with respect to futureacquisition opportunities. See “Use of Proceeds.” See “Risk Factors” beginning on pageS-21of this prospectus supplement and in the documents incorporated by reference in thisprospectus supplement to read about factors you should consider before buying Depositary Shares. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. Joint-Bookrunners and Managers Goldman Sachs & Co. LLCThe information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting anoffer to buy these securities