CKX Lands Receives $1B Cash Investment From Jacobs Private Equity II And Minority Co-Investors; Will Involve Reverse Stock Split And Issuance Of Voting, Convertible Perpetual Prefs
Benzinga Newsdesk 4 hours ago
M&ANewsOfferingsStock Split
Under the terms of the Investment Agreement, CKX will, prior to the closing of the equity investment, convert from a Louisiana corporation into a Delaware corporation and effect a holding company reorganization,
Under the terms of the Investment Agreement, CKX will, prior to the closing of the equity investment, convert from a Louisiana corporation into a Delaware corporation and effect a holding company reorganization, pursuant to which a newly formed holding company will become the parent company of CKX and the publicly traded company, and each outstanding share of CKX common stock will be converted into one equivalent share of common stock of the new holding company. The Company will also effect a 4.1744380:1 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, HRTG Partners and the other co-investors will have: (i) voting, convertible perpetual 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 $1.09 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 $1.09 per share pre-split) with respect to 50% of the warrants, $6.85 per share (equivalent to $1.64 per share pre-split) with respect to 25% of the warrants, and $13.70 per share (equivalent to $3.28 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 99.78% of the Company’s common stock on a fully convertible/exchangeable basis, before giving effect to the exercise of the warrants.
In addition, CKX will declare an aggregate cash dividend of $20.8 million, equivalent to $10.1312 per share, to its stockholders of record as of a record date shortly prior to the closing of the equity investment, to be funded from proceeds received under the Investment Agreement and cash on hand. The transactions contemplated by the Investment Agreement have been unanimously approved by CKX’s board of directors, and are expected to be completed in early 2027. The transactions are subject to CKX stockholder approval and the satisfaction of other customary closing conditions. Certain CKX stockholders, who collectively hold approximately 28% of the voting power of CKX’s outstanding common stock, have entered into voting agreements, pursuant to which they have agreed to vote their shares in favor of the transactions.
The equity investment is expected to consist of $900 million from JPE and $100 million from co-investors led by HRTG Partners, formerly Sequoia Heritage. Upon closing, JPE will hold a majority stake in CKX.
Upon closing, Jacobs will become Chairman and CEO of CKX, while continuing to serve as Chairman and CEO of QXO, Inc. CKX will be renamed and operate as a standalone public company platform in an industry to be determined.
Jacobs said, "I love building multibillion-dollar market leaders, and this $1 billion investment marks the launch of my ninth company. After concluding my chairmanships of XPO, GXO, and RXO last year, I now have the capacity to create this new venture while continuing to lead QXO to its massive potential."
Jacobs has founded and led eight billion-dollar or multibillion-dollar companies over his career, including six iconic public companies: QXO, the second largest publicly traded building products distributor in North America; XPO, the second largest provider of less-than-truckload services in North America; GXO Logistics, the world’s largest pure-play contract logistics provider; RXO, the third largest freight broker in North America; United Rentals, the world’s largest equipment rental provider; and United Waste Systems, the fifth largest U.S. waste management company at the time of its sale. Jacobs and his teams have completed approximately 500 M&A transactions.
Across these companies and industries, Jacobs has applied a consistent formula for shareholder value creation: attract world-class talent, drive operational excellence, implement best-in-class technology, and scale the business through a combination of disciplined M&A and organic growth.
Conference Call
There will be a conference call on Monday, November 9, 2026, at 8:30 a.m. Eastern Time to discuss QXO’s preliminary third-quarter results, business progress, and outlook, as well as Brad Jacobs’ newly announced venture. The call will include a question-and-answer session.
To participate by telephone, dial 1-877-459-3964 toll-free from the U.S. or Canada, or +1-412-902-1023 internationally, and enter passcode 13763799 followed by #. A live webcast will be available at this link.
A replay of the call will be available through November 30, 2026. To access the telephone replay, dial 1-877-660-6853 toll-free from the U.S. or Canada, or +1-201-612-7415 internationally, and enter passcode 13763799.