APi Group Announces Pricing of $300 Million Senior Notes Offering
October 07 2021 - 6:45AM
Business Wire
APi Group Corporation (NYSE: APG) (“APG”, “APi” or the
“Company”) today announced the pricing of the previously announced
private offering by APi Escrow Corp., a wholly-owned subsidiary of
the Company (the “Escrow Issuer”), of $300 million aggregate
principal amount of 4.750% Senior Notes due 2029 at an issue price
of $1,000 per $1,000 principal amount (the “Notes”). The Notes are
being offered solely to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and to non-U.S. persons
in accordance with Regulation S under the Securities Act.
The private offering is expected to close on October 21, 2021,
subject to customary closing conditions.
The Company estimates that the gross proceeds from the sale of
the Notes will be approximately $300 million, before deducting
estimated fees and expenses. The gross proceeds from the private
offering (plus an additional amount in cash sufficient to fund the
special mandatory redemption price of the Notes) will be deposited
into an escrow account for the benefit of the holders of the Notes
until the date on which certain escrow conditions are satisfied,
including the closing of the Company’s proposed acquisition of
Chubb Limited (“Chubb Acquisition”). The Chubb Acquisition is
expected to close around year-end 2021.
APi intends to use the net proceeds from the sale of the Notes
to finance a portion of the consideration for the Chubb Acquisition
and related fees and expenses. However, if the closing of the Chubb
Acquisition does not occur on or before October 27, 2022, the
indenture governing the Notes will require that such amounts
deposited in the escrow account be used to redeem all of the Notes
then outstanding at the special mandatory redemption price. Prior
to the consummation of the Chubb Acquisition, the Notes will be the
sole obligation of the Escrow Issuer. Substantially concurrent with
the consummation of the Chubb Acquisition, the Escrow Issuer will
be merged with and into APi Group DE, Inc. (“APi DE”), a
wholly-owned subsidiary of the Company, with APi DE continuing as
the surviving entity. APi DE will then assume all of the
obligations of the Escrow Issuer under the Notes and the related
indenture governing the Notes and the Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by the
Company and certain of the Company’s existing and future domestic
subsidiaries.
No assurance can be given that the offering of the Notes will be
completed, or, if completed, as to the terms on which it is
completed. The Notes and related guarantees have not been
registered under the Securities Act or any state securities laws
and, unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements of the Securities Act and any applicable
state securities laws.
This press release does not constitute an offer to sell, or a
solicitation of an offer to purchase, of any security and shall not
constitute an offer, solicitation or sale of any security in any
jurisdiction in which such offer or solicitation would be unlawful.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
Forward-Looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements regarding the completion
and timing of the offering of the Notes, and the Company’s planned
use of any proceeds from the offering of the Notes and the timing
of and the Company’s ability to close the Chubb Acquisition or
redeem all of the Notes pursuant to the related indenture. Actual
results could differ from those projected in any forward-looking
statements due to numerous factors. Such factors include, among
others, market and other general economic conditions, the Company’s
and the initial purchasers’ ability to satisfy the conditions
required to close the offering of the Notes, the Company’s
perception of future availability of equity or debt financing
needed to fund its businesses and the risk factors set forth in the
periodic reports and other documents filed or to be filed by the
Company with the Securities and Exchange Commission, including the
Company’s annual report on Form 10-K for the year ended December
31, 2020 and quarterly reports on Form 10-Q for the quarters ended
March 31, 2021 and June 30, 2021. These forward-looking statements
are made as of the date of this press release and the Company
undertakes no obligation to update 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/20211007005399/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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