UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): May 4, 2017
APX GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 333-191132-02 | | 46-1304852 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4931 North 300 West
Provo, Utah 84604
(Address of Principal Executive Offices) (Zip Code)
(801)377-9111
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12) |
| ☐ | Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b)) |
| ☐ | Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 8.01 below is incorporated by reference herein. On May 4, 2017, APX Group Holdings, Inc. (the “Company” or “Vivint”) issued a press release announcing its agreement with Best Buy Stores, L.P. (“Best Buy”). The press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current Report on Form8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 4, 2017, the Company announced that it had entered into a strategic partnership agreement with Best Buy (the “Agreement”), pursuant to which the parties will jointly market and sell smart home products and services. Under the terms of the Agreement, Best Buy will offer certain Vivint smart home products and services in approximately 400 Best Buy retail stores on or before the first anniversary date of the Agreement, with a continuing rollout to a significant number of additional Best Buy stores by the second anniversary date of the Agreement expected. The Company expects that Best Buy will begin offering Vivint’s products in services in these stores in the second or third quarter of 2017. The Agreement also contains certain exclusivity conditions to which the parties are subject. The Company expects to devote significant management attention as well as significant capital and other resources to its partnership with Best Buy over the course of the term of the Agreement. Historically, the Company has primarily originated subscribers through itsdirect-to-home and inside sales channels. There is no assurance that the Company’s retail partnership with Best Buy or other third-party distribution arrangements will become a significant source of subscriber originations or revenue for the Company. There is also no assurance that Best Buy will continue to distribute the Company’s products and services after the expiration or termination of the Best Buy Agreement. If the Best Buy Agreement expires or is terminated or if Best Buy otherwise ceases to distribute the Company’s products and services, the Company may not be able to establish alternative retail distribution channels for its products and services.
This Current Report on Form8-K and the press release furnished as Exhibit 99.1 hereto include forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 regarding, among other things, the Company’s expectations with respect to its agreement with Best Buy. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed in this report and in the “Risk Factors” section of the Company’s annual report on form10-K for the year ended December 31, 2016, filed with the Securities Exchange Commission (SEC), as such factors may be updated from time to time in the Company’s periodic
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filings with the SEC, which are available on the SEC’s website at www.sec.gov, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:
| | • | | risks of the smart home and security industry, including risks of and publicity surrounding the sales, subscriber origination and retention process; |
| | • | | the highly competitive nature of the smart home and security industry and product introductions and promotional activity by the Company’s competitors; |
| | • | | litigation, complaints or adverse publicity; |
| | • | | the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime, weather, demographic trends and employee availability; |
| | • | | adverse publicity and product liability claims; |
| | • | | increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements; |
| | • | | cost increases or shortages in smart home and security technology products or components; and |
| | • | | the impact to the Company’s business, results of operations, financial condition and customer experience of the Vivint Flex Pay plan. |
In addition, the origination and retention of new subscribers will depend on various factors, including, but not limited to, market availability, subscriber interest, the availability of suitable components, the negotiation of acceptable contract terms with subscribers, local permitting, licensing and regulatory compliance, and the Company’s ability to manage anticipated expansion and to hire, train and retain personnel, the financial viability of subscribers and general economic conditions.
The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the Company’s business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. | | Description |
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| 99.1 | | Press Release issued by APX Group Holdings, Inc., dated May 4, 2017. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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| APX GROUP HOLDINGS, INC. |
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| By: | | /s/ Shawn J. Lindquist |
| Name: | | Shawn J. Lindquist |
| Title: | | Chief Legal Officer |
Date: May 4, 2017
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EXHIBIT INDEX
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Exhibit
No. | | Description |
| |
| 99.1 | | Press Release issued by APX Group Holdings, Inc., dated May 4, 2017. |
