UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Information. |
On October 28, 2024, ADT Inc. (the “Company”) and certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and BTIG, LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the offer and sale by the Selling Stockholders (the “Offering”) of 56,000,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”), and, at the option of the Underwriters, up to an additional 8,400,000 shares of Common Stock. The Offering and the Share Repurchase (as defined below) closed on October 30, 2024.
The Company purchased 16,000,000 shares of Common Stock from the Underwriters as part of the Offering (the “Share Repurchase”). The Share Repurchase was made under the $350 million share repurchase plan announced by the Company’s board of directors on January 24, 2024. The Underwriters will not receive any underwriting fees for the shares repurchased by the Company.
All the shares in the Offering were sold by the Selling Stockholders. The Company did not receive any of the proceeds from the sale of shares by the Selling Stockholders in the Offering.
The Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-277698) filed with the Securities and Exchange Commission on March 6, 2024 (the “Registration Statement”), a prospectus, dated March 6, 2024 included as part of the Registration Statement and a preliminary prospectus supplement, dated October 28, 2024 and filed with the Securities and Exchange Commission on October 28, 2024. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Selling Stockholders, conditions to closing, indemnification rights and obligations of the parties and termination rights. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits.
| 1.1 | Underwriting Agreement, dated as of October 28, 2024, among ADT Inc., certain stockholders named therein and Barclays Capital Inc., Citigroup Global Markets, Inc. and BTIG, LLC, as representatives to the several Underwriters named therein. | |
| 104 | Cover page Interactive Data File (embedded with the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: October 30, 2024 | ADT Inc. | |||||
| By: | /s/ Jeffrey Likosar | |||||
| Name: | Jeffrey Likosar | |||||
| Title: | President, Corporate Development and Transformation, and Chief Financial Officer | |||||