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

Rhea-AI Summary

ADT Inc. (NYSE: ADT) announced the pricing of a secondary public offering of 56,000,000 shares of common stock by Apollo Global Management affiliates. The offering, expected to close on October 30, 2024, includes a 30-day option for underwriters to purchase an additional 8,400,000 shares. ADT will not receive proceeds from this offering but will concurrently repurchase 16,000,000 shares as part of its existing $350 million share repurchase program. Barclays, Citigroup, and BTIG are serving as book-running managers for the offering.

Positive

• Company executing on existing $350 million share repurchase program
• Strategic repurchase of 16 million shares demonstrates confidence in company value

Negative

• Large secondary offering of 56 million shares by major stockholder could pressure stock price
• Significant selling by Apollo Global Management affiliates might signal reduced confidence
• Potential dilution if underwriters exercise option for additional 8.4 million shares

Insights

Financial Analyst

This secondary offering and share repurchase represents a significant shift in ADT's ownership structure. Apollo Global Management is reducing its stake by selling 56 million shares, with a potential additional 8.4 million shares through the underwriters' option. ADT's concurrent repurchase of 16 million shares demonstrates confidence in their valuation and effective capital allocation strategy.

The transaction will increase the public float and improve stock liquidity while maintaining balance sheet flexibility. The share repurchase, part of their existing $350 million program, helps offset dilution and signals management's belief that the stock represents good value. This restructuring could potentially reduce overhang from Apollo's large stake and improve trading dynamics for retail investors.

BOCA RATON, Fla., Oct. 28, 2024 (GLOBE NEWSWIRE) -- ADT Inc. (NYSE: ADT) (“ADT” or the “Company”) today announced the pricing of the previously announced secondary public offering of 56,000,000 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 October 30, 2024, subject to satisfaction of customary conditions. The underwriters will have a 30-day option to purchase up to an additional 8,400,000 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 16,000,000 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 $350 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 and BTIG are acting as book-running managers for the 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: (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) and BTIG, LLC, 350 Bush Street, 9th FL, San Francisco, CA 94104, Attention: Syndicate Department, by telephone: (415-248-2200) or by email at prospectusdelivery@btig.com.

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, 2023, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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?

The secondary public offering includes 56,000,000 shares of ADT common stock, with underwriters having a 30-day option to purchase an additional 8,400,000 shares.

When will ADT's secondary public offering close?

The offering is expected to close on October 30, 2024, subject to customary closing conditions.

How many shares will ADT repurchase in the concurrent share repurchase?

ADT will repurchase 16,000,000 shares as part of its existing $350 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.