QXO Inc美股招股说明书(2025-05-22版)

5.50% SeriesB Mandatory Convertible Preferred Stock QXO, Inc. is offering 10,000,000 depositary shares (“Depositary Shares”), each of which represents a 1/20th interest in a share of our 5.50% SeriesBMandatory Convertible Preferred Stock, par value $0.001 per share (“Mandatory Convertible Preferred Stock”). The shares of Mandatory Convertible PreferredStock will be deposited with Equiniti Trust Company, LLC, as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will beentitled to a proportional fractional interest in the rights and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend,liquidation and voting rights, subject to the provisions of such deposit agreement. Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or anauthorized committee of our board of directors, at an annual rate of 5.50% on the liquidation preference of $1,000 per share. We may pay declared dividends incash 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 andcommon stock on February15, May15, August15 and November15 of each year, commencing on, and including, August15, 2025 and ending on, andincluding, May15, 2028. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share represents aliquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the secondbusiness day immediately following the last trading day of the final averaging period (as defined below) into between 49.4740 and 60.6060 shares of ourcommon stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the averageVWAP (as defined herein) of our common 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 may cause the bankdepositary to convert one share of our Mandatory Convertible Preferred Stock, on such holder’s behalf, into a number of shares of our common stock equal tothe minimum conversion rate of 49.4740, subject to anti-dilution adjustments. If a holder of 20 Depositary Shares causes the bank depositary to convert oneshare of our Mandatory Convertible Preferred Stock, on such holder’s behalf, during a specified period beginning on the effective date of a fundamental change(as described herein), the conversion rate will be 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 of 48,484,849 shares of our common stock, pursuant to a separate prospectussupplement (the “Common Stock Offering”). We have granted the underwriters of the Common Stock Offering a 30-day option to purchase up to an additional7,272,727 shares of our common stock. The closing of this offering is not conditioned upon the closing of the Common Stock Offering, and the closing of theCommon Stock Offering is not conditioned upon the closing of this offering, so it is possible that this offering occurs and the Common Stock Offering does notoccur, or vice versa. We cannot assure you that the Common Stock Offering will be completed on the terms described herein, or at all. Nothing contained hereinshall constitute an offer to sell or a solicitation of an offer to buy our common stock in the Common Stock Offering. See the section titled “Concurrent CommonStock Offering.” We intend to use the net proceeds of this offering, together with the net proceeds of the Common Stock Offering, if completed, to repay indebtednessunder our Term Loan Facility (as defined herein), which will strengthen our position with respect to future acquisition opportunities. See “Use of Proceeds.” See “Risk Factors” beginning on pageS-21of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement to readabout 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 of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)(2)Assumes no exercise of the underwriters’ option to purchase additional Depositary Shares described below.See “Underwriting” for additional information regarding total underwriter compensation.We have granted the underwriters a 30-day option to purchase up to 1,500,000 additional Depositary S