UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 16, 2024, APi Group Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named in Schedule II thereto (collectively, the “Underwriters”), relating to the underwritten public offering (the “Offering”) of 11,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), at a public offering price of $37.50 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to 1,650,000 additional shares of the Company’s common stock. On April 19, 2024, the Offering closed and the Company issued an aggregate of 11,000,000 Shares.
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 (the “Securities Act”). 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.
The Shares were offered pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-271651) previously filed with the Securities and Exchange Commission (the “SEC”). A final prospectus supplement related to the Offering was filed with the SEC on April 18, 2024.
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 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.
| Item 7.01. | Regulation FD Disclosure. |
On April 16, 2024, the Company issued a press release announcing the Offering, a copy of which is furnished herewith as Exhibit 99.1.
On April 17, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished herewith as Exhibit 99.2.
The information furnished under this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 16, 2024, by and among the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and UBS Securities LLC, as representatives of the underwriters named in Schedule II thereto. | |
| 5.1 | Opinion of Greenberg Traurig, P.A. relating to the Offering. | |
| 23.1 | Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1). | |
| 99.1 | Press release issued on April 16, 2024 announcing the proposed Offering. | |
| 99.2 | Press release issued on April 17, 2024 announcing the pricing of the Offering. | |
| 104.1 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| API GROUP CORPORATION | ||
| By: | /s/ Louis Lambert | |
| Name: | Louis Lambert | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Date: April 19, 2024