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)
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| Delaware |
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001-39275 |
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98-1510303 |
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(Commission File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
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APG |
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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. ☐
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:
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Exhibit No. |
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Description |
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| 99.1 |
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Press Release Issued by APi Group Corporation on May 7, 2026. |
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| 99.2 |
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Press Release Issued by APi Group Corporation on May 7, 2026. |
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| 104 |
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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.
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API GROUP CORPORATION |
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| Date: May 8, 2026 |
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By: |
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/s/ Louis B. Lambert |
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Name: |
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Louis B. Lambert |
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Title: |
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Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
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
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
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