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APi Group (NYSE: APG) prices $500M notes, plans larger revolver

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

APi Group Corporation reported that its subsidiary APi Group DE, Inc. launched and priced a private offering of $500 million of senior unsecured notes. The notes bear interest at 5.75%, are due in 2034, and are priced at 100% of principal, with guarantees from the parent and certain subsidiaries.

The company also plans an amendment to its existing credit agreement to extend the maturity of its Term Loan B facility to 2033 and upsize and extend its revolving credit facility to $1.0 billion maturing in 2031. APi intends to use net proceeds to help fund the recently signed Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions and for general corporate purposes. The notes offering is a private placement to qualified institutional buyers and non‑U.S. persons, expected to close on or before May 14, 2026, subject to customary conditions.

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Insights

APi restructures debt with $500M notes and larger revolver.

APi Group is adding $500 million of 5.75% senior unsecured notes due 2034 while pushing out existing bank maturities. Term Loan B is expected to extend to 2033 and the revolving credit facility to $1.0 billion maturing in 2031.

These moves shift the capital structure toward longer-term, fixed-rate bond debt and a larger liquidity backstop. The company states that net proceeds are intended to help fund the Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions and for general corporate purposes.

The transaction remains subject to customary market and closing conditions, and the company notes there is no assurance that the notes offering or the credit agreement amendment will be completed as described. Subsequent company disclosures may provide additional detail on leverage metrics and integration of the targeted acquisitions.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes size $500 million Aggregate principal amount of senior unsecured notes
Notes coupon 5.75% Interest rate on senior notes due 2034
Notes maturity 2034 Maturity year of APi Group DE senior notes
Revolving credit facility size $1.0 billion Upsized and extended revolving credit facility maturing 2031
Revolver maturity 2031 New maturity of revolving credit facility
Term Loan B maturity 2033 Extended maturity of Term Loan B facility
Expected closing date On or before May 14, 2026 Planned closing timing for notes offering
senior unsecured notes financial
"announced the launch of a $500 million senior unsecured notes offering"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
Term Loan B facility financial
"extend the maturity of the Company’s Term Loan B facility to 2033"
A Term Loan B facility is a large, multi‑year loan that a company borrows from banks or institutional investors and repays on a fixed schedule, often with smaller regular payments and a larger final payment. Think of it like a commercial mortgage for a business; it matters to investors because it changes the company’s interest costs, cash flow and financial risk — affecting its ability to pay dividends, invest in growth or meet debt obligations.
revolving credit facility financial
"upsize and extend the Company’s revolving credit facility to $1.0 billion, maturing in 2031"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
qualified institutional buyers regulatory
"being offered in a private offering solely to parties reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S regulatory
"and to certain non-U.S. persons in accordance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
forward-looking statements regulatory
"This press release may contain “forward-looking statements” within the meaning of Section 21E"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
APi Group Corp false 0001796209 0001796209 2026-05-07 2026-05-07
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

05/07/2026

Date of Report (date of earliest event reported)

 

 

APi Group Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39275   98-1510303

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

1100 Old Highway 8 NW

New Brighton, MN 55112

(Address of principal executive offices and zip code)

(651) 636-4320

(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

Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   APG   The New York Stock Exchange

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 8.01

Other Events.

On May 7, 2026, APi Group Corporation (the “Company”), the parent company of APi Group DE, Inc. (“APi Group DE”), announced the launch of a $500 million senior unsecured notes (the “Notes”) offering by APi Group DE. The Company also announced that APi Group DE intends to amend its existing credit agreement (the “Amendment”) to, among other things, extend the maturity of the Company’s Term Loan B facility to 2033, upsize the Company’s revolving credit facility to $1.0 billion, and improve other key terms and covenants. A copy of the press release is filed herewith as Exhibit 99.1 and is hereby incorporated by reference.

On May 7, 2026, the Company announced the pricing of the Notes. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated by reference.

Item 9.01 - Financial Statements and Exhibits

(d): The following exhibits are being furnished herewith:

 

Exhibit
No.
 

Description

99.1   Press Release Issued by APi Group Corporation on May 7, 2026.
99.2   Press Release Issued by APi Group Corporation on May 7, 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 8, 2026     By:  

/s/ Louis B. Lambert

    Name:   Louis B. Lambert
    Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

NEWS RELEASE

APi Group Announces Launch of $500 Million Senior Notes Offering and Intent to Amend and Extend Existing Credit Agreement

2026-05-07

NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the launch of a $500 million senior unsecured notes offering (the “Notes”), subject to market and other customary conditions. The Notes will be senior unsecured obligations of APi Group DE, Inc. (“APi DE”), a wholly owned subsidiary of the Company, and will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s existing and future foreign and domestic subsidiaries. Concurrently, APi intends to amend the Company’s existing credit agreement (the “Amendment”) to extend the maturity of the Company’s Term Loan B facility to 2033, upsize and extend the Company’s revolving credit facility to $1.0 billion, maturing in 2031, and amend other key terms and covenants. APi intends to use the net proceeds from these financings for funding of the recently signed and announced Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions, as well as for general corporate purposes.

The Notes are being 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. No assurance can be given that the offering of the Notes or the Amendment will be completed, or, if completed, as to the terms on which it will be completed. 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.

 

1


Forward-Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.

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

 

2

Exhibit 99.2

 

LOGO

NEWS RELEASE

APi Group Announces Pricing of $500 Million Senior Notes

2026-05-07

NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the pricing of the previously announced private offering by APi Group DE, Inc. (“APi DE”), a wholly owned subsidiary of the Company, of $500 million in aggregate principal amount of 5.75% senior notes due 2034 (the “Notes”) at an offering price of 100% of the principal amount thereof. The Notes will be senior unsecured obligations of APi DE and will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and certain of the Company’s existing and future foreign and domestic subsidiaries. The offering is expected to close on or before May 14, 2026, subject to the satisfaction of customary closing conditions. APi intends to use the net proceeds from this financing for funding of the recently signed and announced Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions, as well as for general corporate purposes.

The Notes are being 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. No assurance can be given that the offering of the Notes will be completed, or, if completed, as to the terms on which it will be completed. 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.

 

1


Forward Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements.

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

 

2

FAQ

What debt offering did APi Group (APG) announce in this 8-K?

APi Group announced a private offering of $500 million in senior unsecured notes due 2034 with a 5.75% coupon, priced at 100% of principal. The notes will be issued by APi Group DE, Inc. and guaranteed by the parent and certain subsidiaries.

How will APi Group (APG) use the $500 million senior notes proceeds?

APi Group intends to use net proceeds from the $500 million notes for funding its recently signed Onyx-Fire Protection Services Inc. and Wtech Fire Group acquisitions, and for general corporate purposes, according to the company’s description of the transaction.

What changes is APi Group (APG) planning to its credit facilities?

APi plans to amend its credit agreement to extend the Term Loan B maturity to 2033 and upsize and extend its revolving credit facility to $1.0 billion, maturing in 2031. The amendment will also address other key terms and covenants.

When is APi Group’s $500 million notes offering expected to close?

The company states the $500 million senior notes offering is expected to close on or before May 14, 2026, subject to the satisfaction of customary closing conditions. There is no assurance the offering will be completed as described.

Who can purchase APi Group’s new senior unsecured notes?

The notes are being offered in a private transaction solely to parties reasonably believed to be qualified institutional buyers and to certain non‑U.S. persons in accordance with Regulation S under the Securities Act, rather than through a public offering.

What type of guarantees back APi Group’s new senior notes?

The 5.75% senior notes due 2034 will be senior unsecured obligations of APi Group DE, Inc. and will be fully and unconditionally guaranteed on a senior unsecured basis by APi Group Corporation and certain existing and future foreign and domestic subsidiaries.

Filing Exhibits & Attachments

5 documents