Introducing QXO

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Mark Manduca
+1-203-321-3889

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Joe Checkler
+1-732-674-4871

In December 2023, following a comprehensive, year-long search, Brad Jacobs announced his intention to create a market leader in building products distribution, with the goal of generating outsized stockholder value. The publicly traded company will be called QXO, Inc. Building products distribution is a growing industry with approximately $800 billion in annual revenue between North America and Europe, according to industry estimates.

On December 4, 2023, Jacobs Private Equity II, LLC ("JPE"), which is led by Brad Jacobs, and minority co-investors entered into an Investment Agreement with SilverSun Technologies, Inc. (Nasdaq: SSNT) (“SilverSun” or the "Company"), pursuant to which they will invest $1 billion in cash into SilverSun (the "Original Investment Agreement"). The proposed investment is comprised of $900 million by JPE and $100 million by co-investors, including Sequoia Heritage. On April 14, 2024, the Company entered into an Amended and Restated Investment Agreement (the "A&R Investment Agreement") with JPE and the minority co-investors, as described below.

Upon the closing of the equity investment, SilverSun will be renamed QXO and become a platform for Jacobs' new venture. Jacobs will become QXO's chairman and chief executive officer, and JPE will become the company's majority stockholder.

QXO’s strategy

QXO plans to create a tech-forward leader in the building products distribution industry through significant, accretive acquisitions and organic growth, with the goal of generating outsized stockholder value.  

Distributors of building products offer materials, finished goods, value-added solutions and expertise to a broad range of customers across residential, nonresidential, industrial and infrastructure end-markets. The products are used extensively in new construction and in repair and remodeling. Key categories include access control, construction supplies, doors and windows, flooring, electrical components, fencing and decking, HVAC, infrastructure, lumber, plumbing, siding and water, among others.

QXO expects to achieve a revenue run-rate of at least $1 billion by the end of year one, at least $5 billion within three years, and tens of billions of dollars over the next decade. QXO’s scale should elevate the customer experience, increase sales force effectiveness and enable margin expansion.

The industry’s nascent use of technology, particularly AI and B2B e-commerce, represents a compelling opportunity for tech-focused entrants. According to industry data, the percentage of industry revenue derived from e-commerce is currently only mid-single digits, and this share is expected to triple by 2030. Additional types of tech adoption by distributors have the potential to be transformative through price optimization, demand forecasting, warehouse automation and robotics, automated inventory management, route optimization for delivery fleets, supply chain visibility, and end-to-end digital customer connectivity. QXO’s strategy anticipates that these drivers, among others, will be central to the company’s goal of outsized stockholder value creation.

The market opportunity

The building products distribution industry is highly fragmented, with approximately 7,000 distributors in North America and 13,000 in Europe, according to industry observers. The industry has generated compound annual revenue growth of 7% over the last five years, based on industry data, and continues to benefit from powerful secular growth drivers for building products distribution in the residential, nonresidential and infrastructure sectors.

For example, industry reports estimate that the current supply of U.S. homes is 3 million units short of demand, potentially creating long-term tailwinds for both new construction and the repair and remodeling of aging homes. In the nonresidential sector, long-term demand is expected to be driven by growth across multiple industrial and commercial verticals, according to industry sources. Infrastructure should benefit from the widely reported need for repair or replacement of America's public transportation, utility and communication systems, among others.

These market dynamics, together with the fragmented nature of the industry, offer a significant opportunity to unlock growth potential through scale and technology. National distributors can serve large customers across multiple geographies and project types with standardized efficiencies, providing consistent, data-driven customer services across a broad operating scope. Additionally, a scaled technology ecosystem can expand the array of value-added services offered to customers, such as jobsite visibility into product consumption, digital configuration tools for custom ordering and tracking, and virtual design capabilities that interface with product order flow.

Track record

Brad Jacobs has completed approximately 500 M&A transactions in his career, and built five multibillion-dollar, publicly traded companies to date: XPO, Inc. (NYSE: XPO), one of the largest providers of less-than-truckload services in North America; GXO Logistics, Inc. (NYSE: GXO), the largest pure-play contract logistics provider in the world; RXO, Inc. (NYSE: RXO), a leading tech-enabled freight brokerage platform; United Rentals, Inc. (NYSE: URI), the world’s largest equipment rental company; and United Waste Systems, Inc., the fifth largest U.S. waste management company at the time of its sale.

Each of these companies has a history of attracting world-class talent, establishing advantages through technology, and scaling up through accretive capital allocations for M&A and organic growth.

This decades-long track record should position QXO to acquire exceptional businesses, integrate them effectively, improve margins and generate high returns on capital.

The Amended and Restated Investment Agreement

Pursuant to the A&R Investment Agreement, among other amendments, QXO will retain SilverSun's existing business after the closing of the equity investment. SilverSun's stockholders, as of the date one day prior to the closing, will be entitled to receive an aggregate cash dividend of $17.4 million (amended from the aggregate cash dividend of $2.5 million contemplated by the Original Investment Agreement), to be paid from proceeds received by the Company from the equity investment.

The Company will also effect an 8:1 reverse stock split prior to the closing of the equity investment. Upon the closing of the investment and the effectiveness of the reverse stock split, JPE, Sequoia Heritage and the other co-investors will have: (i) voting, convertible preferred stock that, in aggregate, is convertible into approximately 219 million shares of the Company’s common stock at a price of $4.57 per share (equivalent to $0.57 per share pre-split); and (ii) warrants to purchase an additional approximately 219 million shares of the Company’s common stock at post-reverse-split exercise prices of: $4.57 per share (equivalent to $0.57 per share pre-split) with respect to 50% of the warrants, $6.85 per share (equivalent to $0.86 per share pre-split) with respect to 25% of the warrants, and $13.70 per share (equivalent to $1.71 per share pre-split) with respect to the remaining 25% of the warrants. Following the closing of the investment, JPE and the co-investors will own approximately 99.85% of the Company’s common stock on a fully convertible/exchangeable basis. In addition, certain board designation rights of JPE that were contemplated to be included in the Original Investment Agreement will instead be included in amendments to the Company's certificate of incorporation.

The other material terms of the other transactions contemplated by the Original Investment Agreement, including the equity investment, are not affected by the amendments contained in the A&R Investment Agreement. The transactions contemplated by the A&R Investment Agreement, which have been approved by SilverSun's board of directors, are expected to be completed in 2024. The transactions are subject to approval by SilverSun's stockholders and other closing conditions.

Cautionary statement regarding forward-looking statements

This website’s content contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others:

  • uncertainties as to the completion of the equity investment and the other transactions contemplated by the A&R Investment Agreement, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays;
  • risks associated with potential significant volatility and fluctuations in the market price of SilverSun's common stock;
  • risks associated with the Company’s relatively low public float, which may result in its common stock experiencing significant price volatility;
  • the possibility that competing transaction proposals for the Company may be made;
  • risks associated with raising additional equity or debt capital from public or private markets to pursue the Company's business plan following the closing of the equity investment, including in an amount that may significantly exceed the amount of the equity investment, and the effects that raising such capital may have on SilverSun and its business, including the risk of substantial dilution or that SilverSun's common stock may experience a substantial decline in trading price;
  • the possibility that additional future financings may not be available to the Company on acceptable terms or at all;
  • the effects that the announcement, pendency or consummation of the equity investment and the other transactions contemplated by the A&R Investment Agreement may have on the Company and its current or future business or on the price of the Company’s common stock;
  • the possibility that an active, liquid trading market for the Company’s common stock may not develop or, if developed, may not be sustained;
  • the possibility that the warrants contemplated by the A&R Investment Agreement, if issued, may not be exercised;
  • the possibility that all of the closing conditions to the equity investment or the other transactions contemplated by the A&R Investment Agreement may not be satisfied or waived, or any other required third-party, regulatory or other consents or approvals may not be obtained within the relevant timeframe, or at all, including the possibility that SilverSun may fail to obtain stockholder approval for the transactions contemplated by the A&R Investment Agreement;
  • the effects that a termination of the A&R Investment Agreement may have on the Company, including the risk that the price of the Company’s common stock may decline significantly if the equity investment is not completed;
  • uncertainties regarding the Company’s focus, strategic plans and other management actions;
  • the risk that the Company, following the closing of the equity investment, is or becomes highly dependent on the continued leadership of Jacobs as chairman and chief executive officer and the possibility that the loss of Jacobs in these roles could have a material adverse effect on the Company’s business, financial condition and results of operations;
  • the risk that Jacobs’ past performance may not be representative of future results;
  • the risk that the Company is unable to attract or retain world-class talent;
  • the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on SilverSun’s business prospects, financial condition, results of operations or the price of SilverSun's common stock;
  • risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company and its business partners, and the loss of confidential information and other business disruptions;
  • the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of SilverSun's existing stockholders;
  • the possibility that building product distribution industry demand may soften or shift substantially due to cyclicality or seasonality or dependence on general economic conditions, including inflation or deflation, interest rates, consumer confidence, labor and supply shortages, weather and commodity prices;
  • the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;
  • risks associated with potential litigation related to the transactions contemplated by the A&R Investment Agreement or related to any possible subsequent financing transactions or acquisitions or investments;
  • uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and
  • other factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q.

Forward-looking statements herein speak only as of the date each statement is made. None of the Company, JPE or any other person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Additional information and where to find it

In connection with the equity investment, SilverSun will prepare a proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”). When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of SilverSun. SILVERSUN’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED EQUITY INVESTMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SilverSun’s stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. SilverSun’s stockholders will also be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents from SilverSun’s website at https://www.silversuntech.com or by written request to SilverSun at 120 Eagle Rock Avenue, East Hanover, New Jersey 07936.

Participants in the solicitation

Jacobs Private Equity II, LLC and SilverSun Technologies, Inc. and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SilverSun’s stockholders with respect to the equity investment and the other transactions contemplated by the A&R Investment Agreement. The interests of SilverSun and its directors and executive officers with regard to the Equity Investment may differ from the interests of SilverSun’s stockholders generally, and stockholders may obtain additional information by reading the proxy statement and other relevant documents regarding the equity investment and the other transactions contemplated by the A&R Investment Agreement, when filed with the SEC. Information regarding the names of SilverSun’s directors and executive officers and their respective interests in SilverSun by security holdings or otherwise is set forth in SilverSun’s proxy statement for its 2023 Annual Meeting of Stockholders, filed with the SEC on November 27, 2023, in the sections captioned “Executive Compensation” and “Director Compensation”, and in SilverSun’s proxy statement for the Special Meeting of Stockholders, filed with the SEC on February 13, 2024 (the “Special Meeting Proxy Statement”), in the section captioned “Security Ownership of Certain Beneficial Owners and Executive Officers and Directors of the Company”. To the extent holdings of such participants in SilverSun’s securities have changed since the amounts described in the Special Meeting Proxy Statement, such changes have been reflected on Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Mark Meller on March 19, 2024; Form 4, filed by Mark Meller on March 20, 2024; Form 4, filed by Mark Meller on March 21, 2024; Form 4, filed by Mark Meller on March 22, 2024; Form 4, filed by Mark Meller on March 25, 2024; and Form 4, filed by Mark Meller on March 26, 2024.