APi Group Corporation Announces Filing of Universal Shelf Registration Statement and Resale Registration Statement
May 13 2021 - 7:30AM
Business Wire
APi Group Corporation (the “Company”) (NYSE: APG) announced
today the filing of a “universal shelf” registration statement on
Form S-3 (the “Shelf Registration Statement”) and a resale
registration statement on Form S-3 (the “Resale Registration
Statement”, and together with the Shelf Registration Statement, the
“Registration Statements”) with the United States Securities and
Exchange Commission (the “SEC”).
If and when declared effective by the SEC, the Shelf
Registration Statement will allow the Company the flexibility from
time to time to offer and sell up to $500 million of securities,
including common stock, preferred stock and debt securities. The
specific terms of such future offerings of securities, if any,
along with the intended use of proceeds of any such offerings, will
be described in detail in a prospectus supplement at the time of
any such offering.
Russ Becker, APi’s President and Chief Executive Officer stated:
“As we mentioned on our earnings call yesterday, while we have no
immediate plans to raise public equity or debt, we believe that it
is prudent to have flexibility to access the capital markets on a
timely and efficient basis as or when needed. Both filings are
purely administrative undertakings and are not meant to foreshadow
any known or anticipated activity.”
If and when declared effective by the SEC, the Resale
Registration Statement will register the resale of up to 33,333,333
shares of common stock owned by Viking Global Opportunities
Illiquid Investments Sub-Master LP (“Viking”), who may from time to
time in one or more offerings, offer and sell shares of the
Company’s common stock. The Company will not receive any of the
proceeds of any sales or other dispositions of shares of common
stock by Viking.
The Registration Statements relating to these securities have
been filed with the SEC but have not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the Registration Statements becomes effective. Any
offering of the securities covered by the Registration Statements
will be made solely by means of a prospectus and an accompanying
prospectus supplement relating to that offering. A copy of the
prospectus included in the Registration Statements may be obtained
on the SEC’s website at www.sec.gov. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any offer for sale, or solicitation of an offer
to buy, any of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
About APi:
APi is a market-leading business services provider of safety,
specialty and industrial services in over 200 locations, primarily
in North America and with an expanding platform in Europe. APi
provides statutorily mandated and other contracted services to a
strong base of long-standing customers across industries. We have a
winning leadership culture driven by entrepreneurial business
leaders to deliver innovative solutions for our customers. More
information can be found at www.apigroupcorp.com.
Forward-Looking Statements and Disclaimers
Certain statements in this announcement are forward-looking
statements which are based on the Company’s expectations,
intentions and projections regarding the Company’s future
performance, anticipated events or trends and other matters that
are not historical facts, including expectations regarding the
offer and sale of securities under the Registration Statements and
the use of proceeds thereof. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements, including those described in the
Company’s filings with the Securities and Exchange Commission,
including its Form 10-K for the year ended December 31, 2020.
Forward-looking statements speak only as of the date of such
statements and, except as required by applicable law, the Company
does not undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210513005388/en/
Investor Relations Inquiries: Olivia Walton Vice
President of Investor Relations Tel: +1 651-604-2773 Email:
investorrelations@apigroupinc.us
Media Contact: Liz Cohen Kekst CNC Tel: +1 212-521-4845
Email: Liz.Cohen@kekstcnc.com
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