APi Group Announces Closing of $300 Million Senior Notes Offering
October 21 2021 - 4:01PM
Business Wire
APi Group Corporation (NYSE: APG) (“APG”, “APi” or the
“Company”) today announced the closing 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 (the “Notes”).
Concurrently with the closing of the offering of the Notes, the
gross proceeds from the offering of the Notes (plus an additional
amount in cash sufficient to fund the special mandatory redemption
price of the Notes on the date that is the last day of the third
full calendar month following the closing of the Offering) were
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 escrow conditions
are not satisfied on or before October 27, 2022, such amounts
deposited in the escrow account will 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
concurrently 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
subsidiaries.
The Notes were 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 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, solicitation or sale 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
satisfaction of the escrow conditions, 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 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/20211021005994/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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