ADT Announces Pricing of Secondary Public Offering of Common Stock and Concurrent Share Repurchase

Rhea-AI Summary

ADT Inc. (NYSE: ADT) has announced the pricing of a secondary public offering of 70,000,000 shares of common stock held by Apollo Global Management affiliates (Selling Stockholders). The offering is set to close on March 4, 2025, with underwriters having a 30-day option to purchase an additional 10,500,000 shares.

ADT will not receive any proceeds from the offering as it's not selling any shares. However, the company has authorized a concurrent share repurchase of 20,000,000 shares from the underwriters at the same price paid to the Selling Stockholders. This repurchase is part of ADT's existing $500 million share repurchase program.

The offering's book-running managers include Barclays, Citigroup, Morgan Stanley, Goldman Sachs & Co. , and BTIG. The shares will be available through various transaction methods on the NYSE and over-the-counter market.

Positive

• Share repurchase of 20M shares demonstrates confidence in company value
• Part of existing $500M share repurchase program shows strong capital return policy
• No dilution as company is not issuing new shares

Negative

• Large secondary offering of 70M shares could pressure stock price
• Major shareholder (Apollo) reducing stake might signal reduced confidence
• Additional 10.5M share option could add further selling pressure

Insights

Financial Analyst

Apollo Global Management's decision to sell 70 million shares of ADT represents a significant reduction in their ownership position, with ADT simultaneously repurchasing 20 million of these shares. This structure allows Apollo to reduce exposure while ADT decreases its outstanding share count - effectively executing a partial exit for Apollo that doesn't flood the entire position onto the open market.

The 20 million share repurchase is noteworthy as it's being conducted at the same wholesale price the underwriters are paying Apollo - typically more favorable than open market purchases. This repurchase utilizes ADT's existing $500 million share repurchase program, representing material progress toward completing that initiative.

For remaining shareholders, this transaction has mixed implications. The share repurchase should provide some support for the stock price despite the large secondary offering. However, Apollo's decision to reduce its stake may raise questions about their long-term outlook. With the underwriters having an option to purchase an additional 10.5 million shares, the total potential reduction in Apollo's position could reach 80.5 million shares.

The transaction structure - using multiple underwriters including Barclays, Citigroup, Morgan Stanley, Goldman Sachs, and BTIG - suggests careful coordination to manage market impact of this substantial block of shares.

BOCA RATON, Fla., March 03, 2025 (GLOBE NEWSWIRE) -- ADT Inc. (NYSE: ADT) (“ADT” or the “Company”) today announced the pricing of the previously announced secondary public offering of 70,000,000 shares of the Company’s common stock held by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”). The offering is expected to close on March 4, 2025, subject to satisfaction of customary conditions. The underwriters will have a 30-day option to purchase up to an additional 10,500,000 shares of common stock from the Selling Stockholders. The Company is not selling any shares and will not receive any proceeds from the offering.

In addition, ADT has authorized the concurrent purchase from the underwriters of 20,000,000 shares of common stock as part of the secondary public offering at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders (the “Share Repurchase”), subject to the completion of the offering. The Share Repurchase is part of the Company’s existing $500 million share repurchase program. The underwriters will not receive any underwriting fees for the shares being repurchased by the Company.

The underwriters may offer the shares of common stock, other than shares subject to the Share Repurchase, from time to time for sale in one or more transactions to purchasers, directly or through agents, or through brokers in brokerage transactions, on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

Barclays, Citigroup, Morgan Stanley, Goldman Sachs & Co. LLC and BTIG are acting as book-running managers for the proposed offering.

A shelf registration statement (including a prospectus) relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”) and is effective. A preliminary prospectus supplement relating to the offering has also been filed with the Commission. Before investing, interested parties should read the shelf registration statement, preliminary prospectus supplement and other documents filed with the Commission for information about ADT and the offering. You may get these documents for free by visiting EDGAR on the Commission’s website at sec.gov. Alternatively, a copy may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at: (888) 603-5847 or by email at Barclaysprospectus@broadridge.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; Morgan Stanley & Co. LLC, Attn: Prospectus Department, at 180 Varick Street, 2nd Floor, New York, New York 10014; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, New York 10282, by telephone at: (866) 471-2526, by facsimile at (212) 902-9316 or by email at prospectus-ny@ny.email.gs.com; and BTIG, LLC, 65 East 55th Street, New York, New York 10022, E-mail: IBLegal@btig.com, BTIG-IBD-EquityCapitalMarkets@btig.com, Attention: ECM, General Counsel.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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 state or jurisdiction.

About ADT Inc.

ADT provides safe, smart and sustainable solutions for people, homes and small businesses. Through innovative offerings, unrivaled safety and a premium customer experience, all delivered by the largest network of smart home security professionals in the U.S., we empower people to protect and connect to what matters most.

ADT Contacts

Investor Relations: investorrelations@adt.com; 888-238-8525

Media Relations: media@adt.com

Forward-Looking Statements

ADT has made statements in this press release that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. While ADT has specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this press release that are not clearly historical in nature, including, among other things, the proposed secondary public offering of the common stock; the proposed repurchase of shares of the common stock; any stated or implied outcomes with regards to the foregoing; and other matters. Without limiting the generality of the preceding sentences, any time the Company uses the words “ongoing,” “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, the Company intends to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For ADT, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation, risks related to and the effect of the proposed secondary public offering of the common stock; activity in repurchasing shares of ADT’s common stock; and risks that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Any forward-looking statement represents our estimates and assumptions only as of the date of this press release and, except as required by law, ADT undertakes no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events, or otherwise after the date of this press release.

FAQ

How many shares are being offered in ADT's secondary public offering?

70 million shares are being offered, with underwriters having a 30-day option to purchase an additional 10.5 million shares.

What is the size of ADT's share repurchase in March 2025?

ADT will repurchase 20 million shares concurrent with the secondary offering, as part of its $500 million share repurchase program.

Who are the selling stockholders in ADT's secondary offering?

The selling stockholders are certain entities managed by affiliates of Apollo Global Management, Inc.

When will ADT's secondary public offering close?

The offering is expected to close on March 4, 2025, subject to customary conditions.

Will ADT receive any proceeds from this secondary offering?

No, ADT is not selling any shares and will not receive any proceeds from the offering.