Item 7.01
Regulation FD Disclosure.
As previously reported by the Company on October 24, 2018, Prime Security Services Borrower, LLC (“
Prime Borrower
”), an indirect wholly owned subsidiary of the Company, has obtained debt financing commitments for up to an additional $317.5 million of first lien term loans under its existing senior secured first lien credit facilities (the “
Committed Term Loans
”). On November 9, 2018, Prime Borrower announced that it is seeking to raise, in addition to the Committed Term Loans, an additional $107.5 million first lien term loans under its existing senior secured first lien credit facilities, for a total of $425 million of incremental first lien term loans.
Prime Borrower expects to have a meeting with its lenders on November 13, 2018 in connection with the incremental first lien term loans. The Company expects to use available cash and part of the proceeds of the incremental first lien term loans to consummate the previously announced acquisition of Red Hawk Fire & Security (the “
Acquisition
”). The Company intends to use the remaining proceeds of the incremental first lien term loans that are not required to fund the Acquisition, after giving effect to available funds on the closing date of the Acquisition, for general corporate purposes, which may include the refinancing, redemption or repurchase of outstanding indebtedness.
The transactions described above are subject to market and other conditions, and may not occur as described or at all.
The information in this Item 7.01 is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “
Exchange Act
”) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
Forward Looking Statements
ADT has made statements in this filing and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. Any forward-looking statement made in this filing speaks only as of the date on which it is made. ADT undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. ADT cautions that these statements are subject to risks and uncertainties, many of which are outside of ADT’s control and could cause future events or results to be materially different from those stated or implied in this document, or to occur at all, including among others, risk factors that are described in the ADT Annual Report on Form 10-K and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.