-Transforms APi into world’s leading life
safety services provider-
-Strengthens recurring revenue,
services-focused business model-
-Acquisition expected to be highly accretive
with compelling synergy opportunities-
-Conference call to be held today at 9:00 a.m.
(Eastern Time)-
APi Group Corporation (the “Company”) (NYSE: APG) is pleased to
announce that it has entered into a definitive agreement to acquire
the Chubb Fire & Security Business (“Chubb”) from Carrier
Global Corporation (NYSE: CARR) for an enterprise value of $3.1
billion, which is comprised of $2.9 billion cash and approximately
$200 million of assumed liabilities and other adjustments.
Headquartered in the United Kingdom, Chubb has approximately
13,000 employees globally and a sales and service network spanning
17 countries serving more than 1.5 million customer sites in
Europe, Asia Pacific and Canada. The business is a globally
recognized fire safety and security provider, offering customers
complete and reliable services from design and installation to
monitoring and ongoing maintenance.
Russ Becker, APi’s President and Chief Executive Officer stated:
“This is a very exciting day in the history of APi. We have spent a
tremendous amount of time evaluating several transformative
opportunities as well as more traditional acquisitions. With the
acquisition of Chubb, we see a tremendous amount of accelerated
organic growth and margin expansion opportunities across our
combined platform. There is also significant opportunity to
leverage Chubb’s 200+ year history of providing statutorily
required and route-based services through its internationally
recognized brand. We look forward to providing additional details
during our conference call today at 9:00 am (Eastern Time) and we
look forward to welcoming Chubb’s 13,000 employees to our family of
businesses.”
APi Co-Chair Sir Martin E. Franklin commented: “The acquisition
of Chubb transforms APi into the world’s leading life safety
services provider. We believe the transaction will be highly
accretive with significant synergy opportunities. Together, the
business can move faster and more efficiently, globally leveraging
the expertise and ability of our combined 26,000 dedicated and
talented employees.”
APi Co-Chair James E. Lillie added: “This acquisition meets all
of our previously stated, key strategic investment criteria. Chubb
has a history of strong free cash flow generation, they are leaders
in their niche markets and have an experienced leadership team. The
acquisition strengthens our strategic platform and expands our
geographical reach as the combined entity will have market-leading
positions in key geographies. Importantly, 50%+ of our revenue will
be service based with meaningful, statutorily-required, recurring
revenue. We believe there is significant future value creation
potential both through organic growth opportunities, as well as
through continued incremental transformational and bolt-on
M&A.
We are delighted to welcome a combined $800 million investment
in perpetual preferred equity from Blackstone and Viking Global
Investors. Blackstone has a significant global property portfolio,
which as our partner we expect to provide the combined company the
opportunity to open new customer relationships in multiple
markets.”
David Blitzer, Global Head of Blackstone Tactical Opportunities,
said: “We are excited to partner with the APi team by investing in
this highly strategic transaction. We believe the combined
companies will be well positioned for long-term success and look
forward to supporting their vision to create a global market
leader.”
For the trailing twelve-month period ended March 31, 2021, Chubb
had revenue of approximately $2.2 billion and adjusted EBITDA of
approximately $213 million. The transaction is expected to close
around year-end 2021 and is subject to a consultation process and
standard regulatory approvals. It will be funded through a
combination of cash on hand, perpetual preferred equity financing,
and debt.
Advisors
Citi and RBC Capital Markets acted as M&A advisors. Barclays
and Citi provided committed financing. Greenberg Traurig acted as
M&A legal counsel. Kane Kessler acted as legal counsel for the
debt financing.
Conference Call
APi will hold a webcast/dial-in conference call to discuss the
transaction at 9:00 a.m. (Eastern Time) on Tuesday, July 27, 2021.
Participants on the call will include Russ Becker, President and
Chief Executive Officer; and James E. Lillie and Sir Martin E.
Franklin, Co-Chairs.
To listen to the call by telephone, please dial 866-342-8591 or
203-518-9713 and provide Conference ID 4569931. You may also attend
and view the presentation (live or by replay) via webcast by
accessing the following URL:
https://event.on24.com/wcc/r/3340023/3216F7475A543B51AE86E83BF67F8B75
A replay of the call will be available shortly after completion
of the live call/webcast via telephone at 800-934-3033 or
402-220-1144 or via the webcast link above.
About APi:
APi is a market-leading business services provider of safety,
specialty and industrial services in over 200 locations worldwide.
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 press release are forward-looking
statements which are based on the APi Group Corporation’s (the
“Company”) expectations, intentions and projections regarding the
Company’s future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking
statements include, but are not limited to, statements regarding
(i) estimates and forecasts of financial and performance metrics;
(ii) expectations regarding market opportunity and market share;
(iii) potential benefits of the Chubb transaction, including the
global expansion of the Company’s business, cross-selling and cost
synergy opportunities, a positive effect on the Company’s service
mix and organic growth and margin expansion opportunities; and (iv)
expectations related to the terms and timing of the proposed
transaction. 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: (i) economic conditions,
competition and other risks that may affect the Company’s future
performance, including the impacts of the COVID-19 pandemic on the
Company’s business, markets, supply chain, customers and workforce,
on the credit and financial markets, on the alignment of expenses
and revenues and on the global economy generally; (ii) the
inability of the parties to successfully or timely consummate the
transaction; (iii) failure to realize the anticipated benefits of
the transaction; (iv) changes in applicable laws or regulations;
(v) the possibility that the Company may be adversely affected by
other economic, business, and/or competitive factors; and (v) other
risks and uncertainties, including those discussed in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020
under the heading “Risk Factors.” Given these risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. 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.
Non-GAAP Financial
Measures
Some of the financial information and data contained in this
press release, such as EBITDA, Adjusted EBITDA and Adjusted EPS
have not been prepared in accordance with United States generally
accepted accounting principles (“GAAP”). The Company’s management
believes that these non-GAAP financial measures and the information
they provide are useful to investors since these measures (a)
permit investors to view the Company’s performance using the same
tools that management uses to evaluate the Company’s past
performance and prospects for future performance and (b) permit
investors to compare the Company with its peers, many of which
present similar non-GAAP financial measures to investors.
While the Company believes these non-GAAP measures are useful in
evaluating the Company’s performance, this information should be
considered as supplemental in nature and not as a substitute for or
superior to the related financial information prepared in
accordance with GAAP. Additionally, these non-GAAP financial
measures may differ from similar measures presented by other
companies.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210727005589/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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