UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
Credit Agreement Amendment
On May 15, 2024 (the “Closing Date”), Prime Security Services Borrower, LLC, a Delaware limited liability company (“Prime Borrower”), Prime Security Services Holdings, LLC, a Delaware limited liability company (“Holdings”), and The ADT Security Corporation, a Delaware corporation (“ADTSC” and together with Prime Borrower, the “Borrowers”), each a direct or indirect wholly owned subsidiary of ADT Inc. (“ADT,” the “Company,” “we” and “our”), entered into that certain Incremental Assumption and Amendment Agreement No. 15 (the “Credit Agreement Amendment”), by and among Prime Borrower, as borrower, Holdings, ADTSC, as co-borrower, the subsidiary loan parties party thereto, the lenders party thereto, Barclays Bank PLC, as administrative agent under the Existing Credit Agreement (as defined below) (the “Administrative Agent”), and Barclays Bank PLC, as administrative agent under the TLA Credit Agreement (as defined below), which amends and restates that certain Fourteenth Amended and Restated First Lien Credit Agreement, dated as of July 1, 2015, as amended and restated on May 2, 2016, June 23, 2016, December 28, 2016, February 13, 2017, June 29, 2017, March 16, 2018, December 3, 2018, March 15, 2019 (effective April 4, 2019), September 23, 2019, January 27, 2021, July 2, 2021, May 10, 2023 (effective July 1, 2023), October 13, 2023 and April 15, 2024 (the “Existing Credit Agreement”), by and among Prime Borrower, as borrower, Holdings, ADTSC, as co-borrower, the lenders party thereto, the Administrative Agent and the other parties named therein (as amended and restated by the Credit Agreement Amendment, the “Amended and Restated Credit Agreement”).
On the Closing Date, pursuant to the Credit Agreement Amendment, the Borrowers purchased by way of assignment $143,200,320.55 aggregate principal amount of first lien senior secured term A loans outstanding under that certain Term Loan Credit Agreement, dated as of March 14, 2023, as amended as of March 14, 2023 (the “TLA Credit Agreement”), by and among Prime Borrower, as borrower, Holdings, ADTSC, as co-borrower, the lenders party thereto and Barclays Bank PLC, as administrative agent, which transaction was comprised of an exchange of such first lien senior secured term A loans for $143,200,320.55 aggregate principal amount of incremental first lien senior secured term B-1 loans incurred pursuant to the Existing Credit Agreement (the “Incremental Term B-1 Loans”). After giving effect to the transactions contemplated by the Credit Agreement Amendment, $474,299,679.45 aggregate principal amount of first lien senior secured term A loans remain outstanding under the TLA Credit Agreement and $1,514,762,820.55 aggregate principal amount of first lien senior secured term B-1 loans are outstanding under the Amended and Restated Credit Agreement.
The Incremental Term B-1 Loans have the same terms as, and constitute one class with, the term B-1 loans outstanding under the Existing Credit Agreement immediately prior to the Closing Date. Additionally, the parties to the Amended and Restated Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.
The foregoing description of the Credit Agreement Amendment and the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein, and the full text of the Amended and Restated Credit Agreement, a copy of which is attached as Annex A to the Credit Agreement Amendment and incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2024 | ADT Inc. | ||
| By: | /s/ Jeffrey Likosar | ||
| Jeffrey Likosar | |||
President, Corporate Development and Transformation, and Chief Financial Officer |
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