ADT Inc. (NYSE: ADT) (“ADT” or the “Company”) today announced the
pricing of a secondary public offering of 65,000,000 shares of the
Company’s common stock held by certain entities managed by
affiliates of Apollo Global Management, Inc. (the “Selling
Stockholders”) at a price to the public of $6.50 per share. The
offering is expected to close on March 11, 2024, subject to
satisfaction of customary conditions.
The underwriters will have a 30-day option to purchase up to an
additional 9,750,000 shares of common stock from the Selling
Stockholders. The Company is not selling any shares and will not
receive any proceeds from the offering.
In addition, ADT has authorized the concurrent purchase from the
underwriters of 15,000,000 shares of common stock as part of the
secondary public offering (the “Share Repurchase”) subject to the
completion of the offering. The Share Repurchase is part of the
Company’s existing $350 million share repurchase program. The
underwriters will not receive any underwriting fees for the shares
being repurchased by the Company.
Morgan Stanley, Barclays, Apollo Global Securities and RBC
Capital Markets are acting as book-running managers for the
offering. BNP PARIBAS, Deutsche Bank Securities, Mizuho, Goldman
Sachs & Co. LLC, MUFG, BMO Capital Markets, BTIG and Raymond
James are acting as joint book-runners for the offering. Berenberg,
Fifth Third Securities, Academy Securities, Bancroft Capital and
Siebert Williams Shank are acting as co-managers for the
offering.
A shelf registration statement (including a prospectus) relating
to these securities has been filed with the Securities and Exchange
Commission (the “Commission”) and is effective. A preliminary
prospectus supplement relating to the offering has also been filed
with the Commission. Before investing, interested parties should
read the shelf registration statement, preliminary prospectus
supplement and other documents filed with the Commission for
information about ADT and the offering. You may get these documents
for free by visiting EDGAR on the Commission’s website at sec.gov.
Alternatively, a copy may be obtained from: Morgan Stanley &
Co. LLC, Attn: Prospectus Department, at 180 Varick Street, 2nd
Floor, New York, New York 10014, Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone (toll-free): (888) 603-5847 or by emailing:
barclaysprospectus@broadridge.com, Apollo Global Securities, 9 West
57th Street, 41st Floor, New York, New York 10019 or RBC Capital
Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street,
New York, NY 10281, by telephone at 877-822-4089 or by email at
equityprospectus@rbccm.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About ADT Inc.
ADT provides safe, smart and sustainable solutions for people,
homes and small businesses. Through innovative offerings, unrivaled
safety and a premium customer experience, all delivered by the
largest network of smart home security professionals in the U.S.,
we empower people to protect and connect to what matters most.
ADT Contacts
Investor Relations: investorrelations@adt.com; 888-238-8525
Media Relations: media@adt.com
Forward-Looking Statements
ADT has made statements in this press release that are
forward-looking and therefore subject to risks and uncertainties,
including those described below. 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 the applicable
rules and regulations of the Commission and are made in reliance on
the safe harbor protections provided thereunder. These
forward-looking statements relate to, among other things, the
proposed secondary public offering of the common stock; the
proposed repurchase of shares of the common stock; any stated or
implied outcomes with regards to the foregoing; and other matters.
Without limiting the generality of the preceding sentences, any
time the Company uses the words “expects,” “intends,” “will,”
“anticipates,” “believes,” “confident,” “continue,” “propose,”
“seeks,” “could,” “may,” “should,” “estimates,” “forecasts,”
“might,” “goals,” “objectives,” “targets,” “planned,” “projects,”
and, in each case, their negative or other various or comparable
terminology, and similar expressions, the Company intends to
clearly express that the information deals with possible future
events and is forward-looking in nature. However, the absence of
these words or similar expressions does not mean that a statement
is not forward-looking. 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 press release, including among others, risks related to and
the effect of the proposed secondary public offering of the common
stock; activity in repurchasing shares of ADT’s common stock; and
risks that are described in the Company’s Annual Report on Form
10-K for the year ended December 31, 2023 and other filings with
the Commission, including the sections titled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” contained therein. Any forward-looking
statement made in this press release 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.
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