Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 14, 2021, APi Group Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters named in Schedule II thereto (collectively, the “Underwriters”), relating to the underwritten public offering (the “Offering”) of 19,753,087 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a public offering price of $20.25 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to 2,962,962 additional shares of the Company’s common stock. The Company expects the Offering to close on September 17, 2021, subject to the satisfaction of various customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to sell, offer, pledge or otherwise dispose of any shares of the Company’s common stock or securities convertible into shares of the Company’s common stock for a period of 60 days from the closing of the Offering, and to cause its executive officers, directors and certain of its stockholders to agree to lock-up provisions.
Certain of the Underwriters or their respective affiliates have, from time to time, performed, and may in the future perform, various commercial banking, investment banking and advisory services for the Company and its affiliates, for which they have received (or may in the future receive) customary fees and expenses. Affiliates of certain of the Underwriters are agents and/or lenders under the Company’s credit agreement dated October 1, 2019, as amended.
The Shares were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 256050) previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement related to the Offering was filed with the SEC on September 13, 2021.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Greenberg Traurig, P.A. relating to the legality of the issuance and the sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.