APi Group adds $500M notes and upsizes credit line
APi Group Corporation completed two major financing moves: a private offering of $500,000,000 of 5.750% senior notes due 2034 and an amendment to its existing credit agreement.
Rhea-AI Filing Summary
APi Group Corporation completed two major financing moves: a private offering of $500,000,000 of 5.750% senior notes due 2034 and an amendment to its existing credit agreement. The amendment increases revolving credit commitments from $750 million to $1.0 billion, extends the revolver maturity to May 14, 2031, and pushes the term loan maturity to May 14, 2033. The new notes, guaranteed by APi and certain subsidiaries, rank as senior unsecured debt and pay 5.750% interest, with semi-annual payments starting December 1, 2026. APi plans to use net proceeds for general corporate purposes, including funding previously announced acquisitions.
Positive
- None.
Negative
- None.
Insights
APi Group adds $500M long-term notes and expands its revolving credit capacity.
APi Group issued $500,000,000 of 5.750% senior notes due 2034 and amended its credit agreement. The amendment lifts revolving commitments from $750 million to $1.0 billion and extends both revolver and term loan maturities into the next decade.
The notes are senior unsecured and guaranteed by the parent and key subsidiaries, but remain structurally and effectively subordinated to secured and non-guarantor subsidiary debt. Covenant packages in the indenture and credit agreement include limits on additional indebtedness, restricted payments, asset sales and liens, with some restrictions falling away if the notes reach investment grade at two agencies.
APi intends to use note proceeds for general corporate purposes, including previously announced acquisitions and related fees. This shifts part of its capital structure toward long-term fixed-rate funding while preserving liquidity via the upsized revolver; the overall effect will depend on acquisition performance and future credit metrics disclosed in later filings.
8-K Event Classification
Key Figures
Key Terms
Revolving Credit Facility financial
Senior Notes financial
Change of Control financial
restricted payments financial
investment grade ratings financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing transactions did APi Group (APG) complete in May 2026?
What are the key terms of APi Group (APG) 5.750% Senior Notes due 2034?
How did APi Group (APG) change its revolving credit facility and term loan?
How will APi Group (APG) use the proceeds from its $500 million notes offering?
What protections do holders of APi Group (APG) 2034 notes have on a change of control?
What optional redemption features apply to APi Group (APG) 2034 notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Credit Agreement
On May 14, 2026 (the “Effective Date”), APi Group DE, Inc. (the “Borrower” or “Issuer”), a Delaware corporation and wholly owned subsidiary of APi Group Corporation (the “Company”), entered into and closed the transactions contemplated by that certain Amendment No. 9 to Credit Agreement (“Amendment No. 9”), by and among the Borrower, the Company, as a guarantor, certain subsidiaries of the Borrower party thereto, as guarantors, Citibank, N.A., as collateral agent and as administrative agent (in such collective capacities, the “Agent”), and the lenders party thereto, which amends that certain Credit Agreement, dated as of October 1, 2019, as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated as of December 16, 2021, Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, Amendment No. 4 to Credit Agreement, dated as of October 11, 2023, Amendment No. 5 to Credit Agreement, dated as of February 28, 2024, Amendment No. 6 to Credit Agreement, dated as of May 10, 2024, Amendment No. 7 to Credit Agreement, dated as of February 14, 2025, and Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, by and among the Borrower, the Company, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and the Agent (as amended, supplemented or modified from time to time, the “Existing Credit Agreement”, and as amended by Amendment No. 9, the “Credit Agreement”).
Pursuant to Amendment No. 9, among other things: (i) the revolving credit commitments under the Credit Agreement were increased from $750 million to $1.0 billion, through a $250 million incremental revolving credit facility (the “Revolving Credit Facility”); (ii) the maturity date of the Revolving Credit Facility was extended to May 14, 2031; (iii) the letter of credit sublimit under the Revolving Credit Facility was increased from $250 million to $300 million; (iv) the maturity date of the Borrower’s existing term loan was extended to May 14, 2033; and (v) certain negative covenants, baskets and thresholds under the Credit Agreement were modified to provide the Borrower with additional operational flexibility.
The obligations under the Credit Agreement continue to be guaranteed by the Company and certain of its direct and indirect U.S., Canadian, U.K., Dutch and Hong Kong subsidiaries, and continue to be secured by substantially all of the assets of the Borrower and the guarantors, subject to customary exceptions.
The foregoing description of Amendment No. 9 is qualified in its entirety by reference to the full text of Amendment No. 9, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference into this Item 1.01.
Notes Offering
On May 14, 2026, the Issuer completed its offering of $500,000,000 in aggregate principal amount of 5.750% Senior Notes due 2034 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes were issued under an indenture, dated as of May 14, 2026 (the “Indenture”), by and among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. The Notes mature on June 1, 2034, and bear interest at a rate of 5.750% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses.
Guarantees
The Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company, as parent guarantor, and certain of the Company’s existing and future direct and indirect subsidiaries that guarantee the Credit Agreement, subject to certain permitted exceptions.
Ranking
The Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Issuer and the guarantors, respectively, including the Issuer’s existing 4.125% Senior Notes due 2029 and 4.750% Senior Notes due 2029. The Notes and the guarantees are effectively subordinated to the Issuer’s and the guarantors’ existing and future secured indebtedness, including indebtedness under the Credit Agreement, to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.
Certain Covenants
The Indenture contains customary negative covenants that limit the ability of the Company and its restricted subsidiaries to engage in specified categories of transactions, including incurring additional indebtedness exceeding certain thresholds, making certain restricted payments and investments, disposing of assets subject to certain exceptions, incurring unpermitted liens, entering into transactions with affiliates, and consolidating, merging or selling all or substantially all of their assets. Many of these covenants will cease to apply if the Notes achieve investment grade ratings from at least two of Moody’s Investors Service, Inc., S&P Global Ratings and Fitch, Inc., subject to customary conditions, and will not be reinstated upon any subsequent downgrade. The Indenture also contains customary events of default and remedies.
Optional Redemption
Prior to June 1, 2029, the Issuer may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium and accrued and unpaid interest. On or after June 1, 2029, the Issuer may redeem all or a portion of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest. In addition, prior to June 1, 2029, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes at 105.750% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of certain equity offerings, subject to customary conditions set forth in the Indenture.
Change of Control
Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuer to repurchase its Notes at 101% of the principal amount thereof, plus accrued and unpaid interest.
The foregoing description is qualified in its entirety by reference to the full text of the Indenture and the form of the Notes, copies of which are filed as Exhibits 4.1 and 4.2 to this Report and are incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
| Item 8.01 | Other Events. |
On May 15, 2026, the Company announced the closing of Amendment No. 9 and the offering of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d): The following exhibits are being filed or furnished herewith:
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of May 14, 2026, by and between APi Group DE, Inc., as issuer, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee. | |
| 4.2 | Form of 5.750% Senior Notes due 2034 (included in Exhibit 4.1). | |
| 10.1 | Amendment No. 9 to Credit Agreement, dated as of May 14, 2026, among APi Group DE, Inc., as borrower, APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent. | |
| 99.1 | Press Release issued by APi Group Corporation on May 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| API GROUP CORPORATION | ||||||
| Date: May 18, 2026 | By: | /s/ Louis B. Lambert | ||||
| Name: | Louis B. Lambert | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
NEWS RELEASE
APi Group Announces Closing of Previously Announced Financing Transactions
2026-05-15
NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the closing of two previously announced financing transactions: a private offering of $500 million in aggregate principal amount of 5.75% senior notes due 2034, and an amendment to the Company’s existing credit agreement (the “Amendment”), which extends the maturity of the Company’s Term Loan B facility to 2033 and upsizes and extends the Company’s revolving credit facility to $1.0 billion, maturing in 2031.
The Notes were offered in a private offering solely to parties 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. This release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About APi:
APi is a global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. APi has a winning leadership culture driven by entrepreneurial business leaders delivering innovative solutions for customers. More information can be found at www.apigroupinc.com.
Investor Relations and Media Inquiries:
Adam Walters
Senior Director of Investor Relations
Tel: +1 920-419-5432
Email: investorrelations@apigroupinc.us
Source: APi Group Corporation
1