QXO, Inc. is loading up on dry powder—and it’s coming from one of Wall Street’s most influential dealmakers.

The NYSE-listed company (QXO) announced that funds managed by affiliates of Apollo Global Management, alongside other investors, have committed up to $1.2 billion through a newly created series of convertible perpetual preferred stock. The capital is earmarked squarely for acquisitions, giving QXO significant financial flexibility to pursue deals over the next 18 months—and potentially longer.

In an M&A environment where certainty of funding often determines who wins competitive processes, the structure and scale of this investment stand out.

A Purpose-Built Capital Raise for M&A

Unlike a traditional equity raise or balance-sheet refinancing, QXO’s deal with Apollo is explicitly acquisition-driven.

The investors have committed to purchase the new convertible preferred stock to fund one or more qualifying acquisitions through July 15, 2026. If QXO signs a definitive acquisition agreement before that deadline, the commitment window can be extended by an additional 12 months—effectively stretching into mid-2027.

Importantly, the preferred stock will only be issued at or around the closing of a qualifying acquisition, not upfront. That design minimizes dilution risk until capital is actually deployed and aligns Apollo’s investment directly with deal execution.

For QXO, this is less about shoring up liquidity and more about building a ready-to-use acquisition war chest.

Deal Terms: Long-Term Capital, Moderate Yield

The structure reflects Apollo’s trademark approach: patient capital with downside protection and upside optionality.

The new preferred shares are perpetual, carry a 4.75% annual dividend, and are convertible into common stock at an initial conversion price of $23.25 per share. That conversion price effectively sets a long-term valuation reference point, while giving Apollo and co-investors equity participation if QXO’s acquisition strategy pays off.

Compared with high-yield debt or short-dated financing, the terms are relatively issuer-friendly. The dividend rate is modest by private capital standards, and the lack of a maturity date removes refinancing pressure—critical for companies executing multi-step roll-up or consolidation strategies.

Why Apollo—and Why Now?

Apollo’s involvement sends a strong signal.

The firm is known for backing companies it believes can deploy capital at scale, often in fragmented industries ripe for consolidation. While QXO has not disclosed specific acquisition targets, the size and flexibility of the commitment suggest ambitions beyond bolt-on deals.

In today’s market, many potential sellers are sitting on the sidelines, waiting for better valuations or more stable financing conditions. Buyers with committed capital—and the ability to move quickly—hold a strategic advantage.

This structure gives QXO exactly that: credibility, speed, and financial certainty.

Private Capital, Public Ambitions

Notably, the transaction is being completed as a private placement, with the securities not initially registered under the Securities Act of 1933. QXO has agreed to use commercially reasonable efforts to file a prospectus supplement with the SEC to register the resale of the preferred shares and any common stock issued upon conversion.

This approach allows QXO to move faster than a traditional public offering while still preserving a pathway to liquidity and transparency for investors down the line.

It also underscores a broader trend: public companies increasingly turning to private capital markets—particularly large alternative asset managers—to fund strategic growth initiatives without the volatility of public equity raises.

Strategic Implications for QXO

For QXO, the investment meaningfully changes its strategic posture.

With up to $1.2 billion effectively earmarked for acquisitions, the company can now approach targets with confidence around financing, structure deals creatively, and potentially negotiate from a position of strength. The extended commitment period also reduces pressure to rush into suboptimal deals simply to “use the capital.”

From Apollo’s perspective, the preferred structure provides steady income, downside protection, and exposure to upside through conversion—classic private equity math applied to a public-market vehicle.

The Bigger Picture

This deal fits neatly into a larger market narrative.

As interest rates stabilize and M&A activity cautiously rebounds, companies with access to flexible, long-term capital are positioning themselves to be consolidators rather than targets. Large alternative asset managers like Apollo are increasingly acting as strategic partners, not just financiers, especially where public companies need scale capital without excessive dilution.

For QXO, the message is clear: it’s preparing to play offense.

Whether that translates into transformative acquisitions or a series of disciplined roll-ups remains to be seen. But with Apollo’s backing and $1.2 billion in committed capital, QXO now has the financial firepower to shape its next chapter—rather than wait for the market to do it for them.