Secondary Public Offering of ADT Common Stock Launched

Rhea-AI Summary

ADT has announced a secondary public offering of 43.5 million shares, representing 5.5% of its fully diluted common stock, primarily by investment funds managed by Apollo Global Management. The company will not receive any proceeds from this offering. Selling stockholders, including current and former executives, have agreed to a 120-day lock-up. Additionally, underwriters have a 30-day option to acquire up to 6.5 million shares. This move aims to enhance liquidity in ADT's common stock, while Apollo will retain 80% ownership.

Positive

• Enhancement of liquidity in ADT's publicly traded common stock.
• Retention of 80% ownership of ADT's common stock by Apollo.

Negative

• No proceeds from the offering for ADT.
• Potential dilution of shares for existing shareholders.

Secondary offering designed to improve liquidity in publicly traded common stock

Long-term shareholder Apollo to retain 80% of ADT’s common stock

BOCA RATON, Fla., Sept. 15, 2020 (GLOBE NEWSWIRE) -- ADT Inc. (NYSE: ADT) (“ADT” or the “Company”), a leading provider of security, automation, and smart home solutions serving consumer and business customers in the United States, today announced the commencement of a proposed secondary public offering of 43,500,000 shares of the Company’s common stock by certain investment funds managed directly or indirectly by Apollo Global Management, Inc. and its subsidiaries and affiliates (“Apollo”) and certain of the Company’s current and former executive officers (together, the “Selling Stockholders”). The 43,500,000 shares to be sold in this offering represent 5.5% of ADT’s fully diluted common stock. As part of this offering, the Selling Stockholders have agreed to a 120-day lock-up of their common stock.

The underwriters will have a 30-day option to purchase up to an additional 6,500,000 shares of common stock from the Selling Stockholders. The Company is not selling any shares and will not receive any proceeds from the proposed offering.

Morgan Stanley is acting as book-running manager for the proposed offering.

The offering will be made only by means of a prospectus. A copy of the preliminary prospectus relating to this offering, when available, may be obtained from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. 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

ADT is a leading provider of security, automation, and smart home solutions serving consumer and business customers through more than 300 locations, 9 owned and operated monitoring centers, and the largest network of security professionals in the United States. The company offers many ways to help protect customers by delivering lifestyle-driven solutions via professionally installed, do-it-yourself, mobile, and digital-based offerings for residential, small business, and larger commercial customers. For more information, please visit www.adt.com or follow us on Twitter, LinkedIn, Facebook, and Instagram.

Forward-Looking Statements

The Company has made statements in this press release and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to, among other things, our recently executed long-term, strategic partnership with Google LLC (“Google”) and any stated or implied outcomes with respect thereto, our future growth prospects, our success with respect to product innovation and the market acceptance thereof, the current or future market size for our products, our ability to meet the milestones we have established with respect to our strategic partnership with Google, our ability to effectively utilize any of the amounts invested in us by Google, our anticipated financial performance, management’s plans and objectives for future operations, business prospects, the outcome of regulatory proceedings, market conditions, our ability to successfully respond to the challenges posed by the COVID-19 pandemic, and other matters. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of the Company’s control, and could cause future events or results to be materially different from those stated or implied in this press release, including among others, risk factors that are described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein.

Contacts:
ADT Investor Relations
Derek Fiebig
derekfiebig@adt.com

ADT Media
Paul Wiseman
paulwiseman@adt.com

FAQ

What is the size of the ADT secondary offering announced on September 15, 2020?

The secondary offering consists of 43.5 million shares, representing 5.5% of ADT's fully diluted common stock.

Who is conducting the secondary offering for ADT?

The offering is being conducted by investment funds managed by Apollo Global Management and certain current and former executive officers of ADT.

Does ADT receive any proceeds from the secondary offering?

No, ADT will not receive any proceeds from the proposed secondary offering.

What lock-up period is associated with the ADT secondary offering?

The selling stockholders have agreed to a 120-day lock-up of their shares.

What additional option do underwriters have in the ADT offering?

Underwriters have a 30-day option to purchase up to an additional 6.5 million shares of common stock.