| Item 7.01 | Regulation FD Disclosure. |
ADT Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1, which information is incorporated by reference herein. This information was provided on July 15, 2021 to potential investors in the Offering (as defined below). Portions of this information have not been previously reported.
The information in this Item 7.01 and Exhibit 99.1 hereto is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the 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. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act, if such subsequent filing specifically references this Form 8-K.
Notes Offering
On July 15, 2021, the Company announced that The ADT Security Corporation (“ADTSC”), its indirect wholly owned subsidiary, is offering $1.0 billion aggregate principal amount of first-priority senior secured notes due 2029 in a private transaction pursuant to Rule 144A and/or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The Offering is subject to market and other conditions, may be delayed or may not occur as described or at all.
Intention to Redeem the 2022 Notes
On July 15, 2021, the Company further announced that subject to, and upon, the completion of the Offering, ADTSC intends to redeem, in full, (the “Redemption”) $1.0 billion aggregate principal amount of ADTSC’s outstanding 3.500% Senior Notes due 2022 (the “2022 Notes”).
A copy of the press release announcing the Offering and the Redemption is attached to this report as Exhibit 99.2 and incorporated by reference herein.
Forward Looking Statements
This filing and other reports, filings, and other public written and verbal announcements contain certain information that are forward-looking and therefore are subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, our ability to successfully respond to the challenges posed by the COVID-19 pandemic, our strategic partnership and ongoing relationship with Google, the expected timing of product commercialization with Google or any changes thereto, the successful internal development, commercialization and timing of our next generation platform and other matters. Any forward-looking statement made in this filing speaks only as of the date on which it is made. ADT undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. ADT cautions that these statements are subject to risks and uncertainties, many of which are outside of ADT’s control, and could cause future events or results to be materially different from those
