Item 1.01 Entry into a Definitive Material Agreement.
Carrier Purchase Agreement
On
July 26, 2021, APi Group Corporation (the Company) entered into a Stock Purchase Agreement (the Purchase Agreement) with Carrier Global Corporation (Carrier), Carrier Investments UK
Limited (Seller) and Chubb Limited (Chubb).
Pursuant to the Purchase Agreement, on the terms and
subject to the conditions therein, the Company has agreed to acquire, and Seller has agreed to sell, the Chubb fire and security business (the Business), through the acquisition of Chubb for a purchase price of U.S.$ 3,100,000,000
(the Purchase Price) (the Acquisition). As described in greater detail in the Purchase Agreement, the Purchase Price will be: (i) increased or decreased to the extent the amount of the Working Capital (as
defined in the Purchase Agreement) of the Business as of the closing of the transactions contemplated by the Purchase Agreement (the Closing) is higher or lower than the target working capital amount specified in the Purchase
Agreement; and (ii) decreased by the amount of the Net Indebtedness (as defined in the Purchase Agreement) as of the Closing.
Pursuant to the Purchase Agreement, the Company has not agreed to acquire any part of the Business in France, but the Company has granted a
put option to Carrier (the Put Option) with respect to such business, which may be exercised by Carrier subject to, and only following completion of, required works council consultations in France.
The Closing is subject to certain customary closing conditions, including (1) the receipt of certain regulatory approvals pursuant to any
Competition and Foreign Investment Laws (as defined in the Purchase Agreement), (2) the absence of any injunction or other judgment that prevents, restrains or prohibits the Closing and (3) subject to certain exceptions, the accuracy of
the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. In addition, the Purchase Agreement provides that the exercise by Carrier of the Put Option shall be a condition to the
obligations of Carrier to cause the Closing to occur. Under the Purchase Agreement, the Closing will occur (1) on the first Business Day (as defined in the Purchase Agreement) of the month following the month during which all closing conditions
have been satisfied or waived, or (2) such other date as Carrier and Purchaser may agree. The Purchase Agreement provides that, in certain circumstances, the Company or Carrier may elect to defer the Closing to the first Business Day of the
second month following the month during which all closing conditions have been satisfied or waived. The Closing is not subject to a financing condition or to the approval of Carriers stockholders.
The Purchase Agreement contains termination rights for each of the Company and Carrier, including the right to terminate if the transactions
contemplated by the Purchase Agreement have not been completed by July 26, 2022, which date may be extended by either party, in increments of 30 days, to October 26, 2022 (the Outside Date) in certain circumstances where
certain regulatory approvals remain the only conditions to Closing that have not been satisfied, unless the party seeking to terminate has breached any material covenant or obligation under the Purchase Agreement and such breach is the cause of the
failure of the Closing to occur.
In the Purchase Agreement, the Company and Carrier have made customary representations and warranties
and have agreed to customary covenants relating to the sale. From the date of the Purchase Agreement until the Closing, Carrier is required to use commercially reasonable efforts to conduct the Business in all material respects in the ordinary
course of business and to comply with certain covenants regarding the operation of the Business. For three years following the termination of the initial service period (not to exceed twelve months) under the transition services agreement (which
will be entered into by the parties at Closing), neither Carrier nor any of its subsidiaries will directly or indirectly engage in certain activities competitive with the Business, as detailed in the Purchase Agreement.
Subject to certain limitations, the Company and Carrier have agreed to indemnify each other for losses arising from certain breaches of the
Purchase Agreement and certain other liabilities.
The Purchase Price will be funded by a combination of cash on hand, the Private
Placement (as described below) and new debt issuance. The Company currently expects the Acquisition to close around year-end 2021, subject to satisfaction of specified closing conditions.