UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
APi Group Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00187Y 100 (Common Stock)
(CUSIP Number)
Mariposa Acquisition IV, LLC
c/o Mariposa Capital, LLC
500 South Pointe Drive, Suite 240
Miami Beach, Florida 33139
Attn: Martin E. Franklin
(786) 482-6333
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 19, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 2 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sir Martin E. Franklin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
13,816,916* | ||||
8 | SHARED VOTING POWER
19,435,542* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
19,435,542* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,252,458* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 |
12.0%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 3 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mariposa Acquisition IV, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
4,008,640* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,008,640* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,008,640* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 4 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MEF Holdings, LLLP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
19,435,542* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
19,435,542* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,435,542* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 5 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ian G. H. Ashken | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
100,000* | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
6,306,841* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,306,841* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 6 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IGHA Holdings, LLLP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,978,779* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,978,779* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 7 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Lillie | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,142,255* | |||||
10 | SHARED DISPOSITIVE POWER
5,455,411* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,597,666* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 8 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JTOO LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,455,411* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,455,411* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
* | See Item 5 |
SCHEDULE 13D
CUSIP No. 00187Y 100 | Page 9 of 13 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert A. E. Franklin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
1,012,409* | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,012,409* | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%* | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
* | See Item 5 |
Explanatory Note
The purpose of this Amendment (as defined below) is to report a decrease in the percentage of shares of Common Stock (as defined below) beneficially owned by the Reporting Persons solely due to the change in the number of shares of Common Stock outstanding as a result of the April Offering (as defined below).
Item 1. | Security and Issuer. |
This Amendment No. 5 (the Amendment) amends the Statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the Commission) on April 29, 2020 (as amended by Amendment No. 1, filed on January 5, 2021, Amendment No. 2, filed on September 17, 2021, Amendment No. 3, filed on January 5, 2022 and Amendment No. 4, filed on January 3, 2024, the Statement) with respect to the common stock, par value $0.0001 per share (the Common Stock), of APi Group Corporation, a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 1100 Old Highway 8 NW, New Brighton, MN 55112. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.
Item 4. | Purpose of the Transaction. |
Item 4 of the Statement is hereby amended by the addition of the following:
On April 19, 2024, in connection with the closing of the April Offering (as defined below), the Issuer issued 11,000,000 shares of Common Stock, which resulted in a decrease in the percentage of shares of Common Stock beneficially owned by the Reporting Persons as disclosed in Item 5 of this Amendment.
The information contained in Item 6 of this Amendment is incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
Paragraphs (a) (c) of the Statement are hereby amended and restated in their entirety as follows:
(a)(b) | As of the date hereof, M. Franklin beneficially owns 33,252,458 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 19,435,542 shares of Common Stock (which includes 4,000,000 shares of Series A Preferred Stock convertible into 4,000,000 shares of Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to direct the vote, of 13,816,916 shares of Common Stock held directly by IGHA Holdings, JTOO, Lillie and R. Franklin (each as further described below). |
Each of M. Franklin, MEF Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 19,435,542, 19,435,542 and 4,008,640 shares of Common Stock (which includes Series A Preferred Stock convertible into Common Stock within 60 days), respectively. The shares beneficially owned by M. Franklin consist of (i) 15,426,902 shares of Common Stock held directly by MEF Holdings, (ii) 4,000,000 shares of Series A Preferred Stock held by Mariposa that are convertible at any time at the option of the holder into the same number of shares of Common Stock, (iii) 8,640 shares of Common Stock held directly by Mariposa and (iv) 6,206,841, 6,597,666 and 1,012,409 shares of Common Stock held by the Ashken Reporting Persons, Lillie Reporting Persons and R. Franklin, respectively (which M. Franklin has the sole power to vote pursuant to the Proxy Agreement). In the aggregate, such 33,252,458, 19,435,542, and 13,816,916 shares of Common Stock represent approximately 12.0%, 7.0% and 5.0%, respectively, of all outstanding shares of Common Stock (assuming the conversion of the shares of Series A Preferred Stock). M. Franklin and MEF Holdings may be deemed to have a pecuniary interest in 15,430,635 shares of Common Stock and 1,728,400 shares of Series A Preferred Stock.
As of the date hereof, (i) Ashken may be deemed to beneficially own and have (A) shared power to vote, or to direct the vote, of an aggregate of 100,000 shares of Common Stock and (B) shared power to dispose, or to direct the disposition of, an aggregate of 6,306,841 shares of Common Stock, (ii) IGHA Holdings may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 5,978,779 shares of Common Stock, (iii) Lillie may be deemed to beneficially own and have (A) shared power to dispose, or to direct the disposition of, an aggregate of 5,455,411 shares of Common Stock and (B) sole power to dispose, or to direct the disposition of, an aggregate of 1,142,255 shares of Common Stock, (iv) JTOO may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 5,455,411 shares of Common Stock and (v) R. Franklin may be deemed to beneficially own and have sole power to dispose, or to direct the disposition of, an aggregate of 1,012,409 shares of Common Stock. In the aggregate, such 100,000, 6,306,841, 5,978,779, 5,455,411, 1,142,255 and 1,012,409 shares of Common Stock represent approximately 0.1%, 2.3%, 2.2%, 2.0%, 0.4% and 0.4%, respectively, of all outstanding shares of Common Stock. Each of IGHA Holdings, JTOO and R. Franklin directly owns 19.2%, 19.2% and 2.0%, respectively of Mariposa, representing a pecuniary interest in 1,659, 1,659 and 173 shares of Common Stock and 768,000, 768,000 and 80,000 shares of Series A Preferred Stock.
(c) | On March 4, 2024, IGHA Holdings sold 150,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $38.38 (with prices ranging from $38.155 to $38.52, inclusive). |
On March 4, 2024, JTOO sold 125,000 shares of Common Stock on the open market pursuant to a Rule 10b5-1 trading plan at a weighted average price per share of $38.38 (with prices ranging from $38.155 to $38.53, inclusive).
Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Statement is hereby amended by the addition of the following:
On February 29, 2024, the Issuer entered into an underwriting agreement (the February Underwriting Agreement) with UBS Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, pursuant to which the selling stockholders named therein effected an underwritten secondary public offering (the February Offering) of shares of Common Stock. In connection therewith, each of the Franklin Reporting Persons, the Ashken Reporting Persons and the Lillie Reporting Persons entered into customary lock-up agreements with such representatives pursuant to which they have agreed that, prior to May 29, 2024, subject to certain exceptions, each of them will not, without the prior written consent of such representatives, directly or indirectly dispose of or hedge any shares of Common Stock or any securities convertible into or exchangeable for Common Stock (the February-Lock Up Agreements). A copy of the form of February Lock-Up Agreement is attached hereto as Exhibit F and is incorporated herein by reference.
On April 16, 2024, the Issuer entered into an underwriting agreement (the April Underwriting Agreement) with Citigroup Global Markets Inc., BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein, pursuant to which the Issuer issued 11,000,000 shares of Common Stock (the April Offering). In connection therewith, each of Messrs. Franklin (including Mariposa), Ashken and Lillie entered into customary lock-up agreements with such representatives pursuant to which they agreed that, prior to June 15, 2024, subject to certain exceptions, each of them will not, without the prior written consent of such representatives, directly or indirectly dispose of or hedge any shares or any securities convertible into or exchangeable for Common Stock (the April Lock-Up Agreements, and together with the February Lock-Up Agreements, the Lock-Up Agreements). A copy of the form of April Lock-Up Agreement is attached hereto as Exhibit G and is incorporated herein by reference.
Each of IGHA Holdings, JTOO and MEF Holdings have adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c), which provides for the sale of up to 450,000 shares, 375,000 shares, and 1,980,000 shares of Common Stock, respectively, over a period of time and at prices as specified in the trading arrangement. Such trading plans were adopted in compliance with the applicable Lock-Up Agreements.
Item 7. | Materials to be Filed as Exhibits. |
Exhibit D Joint Filing Agreement among the Reporting Persons, dated January 5, 2021 (incorporated by reference to Exhibit D to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021).
Exhibit E 2021 Proxy Agreement, dated January 5, 2021 (incorporated by reference to Exhibit E to the Statement filed by the Reporting Persons with respect to the Issuer on January 5, 2021).
Exhibit F Form of February Lock-Up Agreement.
Exhibit G Form of April Lock-Up Agreement.
SIGNATURE
After reasonable inquiry and to the best of each of the Reporting Persons knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2024
MARIPOSA ACQUISITION IV, LLC | ||
By: | /s/ Martin E. Franklin | |
Name: Martin E. Franklin | ||
Title: Manager | ||
MEF HOLDINGS, LLLP | ||
By: MEF Holdings, LLC, the general partner of MEF | ||
Holdings, LLLP | ||
By: Mariposa Capital, LLC, the manager of MEF | ||
Holdings, LLC | ||
By: | /s/ Desiree DeStefano | |
Name: Desiree DeStefano | ||
Title: Chief Financial Officer | ||
/s/ Martin E. Franklin | ||
Martin E. Franklin | ||
IGHA HOLDINGS, LLLP | ||
By: IGHA Holdings, LLC, the general partner of IGHA | ||
Holdings, LLLP | ||
By: | /s/ Ian G. H. Ashken | |
Name: Ian G. H. Ashken | ||
Title: Manager | ||
/s/ Ian G. H. Ashken | ||
Ian G. H. Ashken | ||
JTOO LLC | ||
By: | /s/ James E. Lillie | |
Name: James E. Lillie | ||
Title: Manager | ||
/s/ James E. Lillie | ||
James E. Lillie | ||
/s/ Robert A. E. Franklin | ||
Robert A. E. Franklin |
[Signature Page to Amendment No. 5]
Exhibit F
[Form of Lock-Up Agreement]
APi Group Corporation
Public Offering of Common Stock
February 29, 2024
UBS Securities LLC
Citigroup Global Markets Inc.
As Representatives of the several Underwriters,
c/o UBS Securities LLC
11 Madison Avenue
New York, New York 10010
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed underwriting agreement (the Underwriting Agreement), between APi Group Corporation, a Delaware corporation (the Company), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.0001 par value (the Common Stock), of the Company (the Offering).
In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of UBS Securities LLC and Citigroup Global Markets Inc. (the Representatives), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until 90 days after the date of the Underwriting Agreement (the Lock-up Period).
The foregoing paragraph shall not apply to:
(a) | transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering; |
(b) | transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift; |
(c) | in the case of a non-natural person, distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners, members or stockholders of the undersigned; |
(d) | in the case of a natural person, transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestate succession or to any trust or entity for the direct or indirect benefit of such person or any member of the immediate family of the undersigned; provided that no public filing, report or announcement shall be voluntarily made and, if required, any public report or filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares by will or intestacy; |
(e) | the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company upon a vesting event of the Companys securities or upon the exercise of options to purchase the Companys securities, in each case on a cashless or net exercise basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that such securities were granted pursuant to any employment benefit plans or arrangements described in the Prospectus, provided further that any such shares of Common Stock issued upon the exercise or vesting of such securities (after giving effect to the settlement of such cashless or net exercise basis or to cover tax withholding obligations) shall be subject to the restrictions on transfer set forth herein, and provided further that any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the disposition of shares of Common Stock to cover tax withholding obligations of the undersigned in connection with the reported vesting or exercise, and no other public announcement shall be required or shall be made voluntarily in connection with such transfer; |
(f) | the entry by the undersigned into a trading plan established in accordance with Rule 10b5-1 (a Trading Plan) under the Securities Exchange Act of 1934, as amended (the Exchange Act), provided that sales under any such plan may not occur during the period in which the restrictions otherwise imposed by this agreement apply and no filing under the Exchange Act or any other public filing or disclosure of such trading plan shall be made by any person during the Lock-up Period unless, in any such case, such filing announcement or other disclosure includes a statement to the effect that no transfer of Common Stock may be made under the trading plan during the Lock-up Period; |
(g) | pursuant to a Trading Plan that is existing on the date hereof which has been provided to the Underwriters or its legal counsel, provided that, to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding such transfer during the Lock-up Period, such announcement or filing shall include the date that such Trading Plan was entered into and a statement that such transfer is in accordance with an established Trading Plan, and provided further that the existing Trading Plan may not be amended during the Lock-up Period to allow for an increase in the number of securities that may be sold pursuant to such existing Trading Plan; or |
(h) | in the case of a non-natural person, transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to any corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly owned by the undersigned; |
provided that (i) in the case of any transfer or distribution pursuant to clauses (b), (c), (d) and (h), such transfer shall not involve a disposition for value and each donee, distribute or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) in the case of any transfer or distribution pursuant to clauses (a), (b), (c) and (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-up Period.
For purposes of this letter, immediate family shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin.
The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.
This letter and any transaction contemplated by this letter shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles that would result in the application of any other law than the laws of the State of New York (other than Section 5-1401 of the General Obligations Law).
If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.
[signature page follows]
Yours very truly, | ||
By: |
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Name: | ||
Title: |
Exhibit G
[Form of Lock-Up Agreement]
APi Group Corporation
Public Offering of Common Stock
April 16, 2024
Citigroup Global Markets Inc.
BofA Securities, Inc.
UBS Securities LLC
As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o UBS Securities LLC
11 Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed underwriting agreement (the Underwriting Agreement), between APi Group Corporation, a Delaware corporation (the Company), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.0001 par value (the Common Stock), of the Company (the Offering).
In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., BofA Securities, Inc. and UBS Securities LLC (the Representatives), offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until 60 days after the date of the Underwriting Agreement (the Lock-up Period).
The foregoing paragraph shall not apply to:
(a) | transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering; |
(b) | transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift; |
(c) | in the case of a non-natural person, distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners, members or stockholders of the undersigned; |
(d) | in the case of a natural person, transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestate succession or to any trust or entity for the direct or indirect benefit of such person or any member of the immediate family of the undersigned; provided that no public filing, report or announcement shall be voluntarily made and, if required, any public report or filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the transfer of shares by will or intestacy; |
(e) | the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company upon a vesting event of the Companys securities or upon the exercise of options to purchase the Companys securities, in each case on a cashless or net exercise basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise; provided that such securities were granted pursuant to any employment benefit plans or arrangements described in the Prospectus, provided further that any such shares of Common Stock issued upon the exercise or vesting of such securities (after giving effect to the settlement of such cashless or net exercise basis or to cover tax withholding obligations) shall be subject to the restrictions on transfer set forth herein, and provided further that any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the disposition of shares of Common Stock to cover tax withholding obligations of the undersigned in connection with the reported vesting or exercise, and no other public announcement shall be required or shall be made voluntarily in connection with such transfer; |
(f) | the entry by the undersigned into a trading plan established in accordance with Rule 10b5-1 (a Trading Plan) under the Securities Exchange Act of 1934, as amended (the Exchange Act), provided that sales under any such plan may not occur during the period in which the restrictions otherwise imposed by this agreement apply and no filing under the Exchange Act or any other public filing or disclosure of such trading plan shall be made by any person during the Lock-up Period unless, in any such case, such filing announcement or other disclosure includes a statement to the effect that no transfer of Common Stock may be made under the trading plan during the Lock-up Period; |
(g) | pursuant to a Trading Plan that is existing on the date hereof which has been provided to the Underwriters or its legal counsel, provided that, to the extent a public announcement or filing under the Exchange Act, if any, is required by or on behalf of the undersigned or the Company regarding such transfer during the Lock-up Period, such announcement or filing shall include the date that such Trading Plan was entered into and a statement that such transfer is in accordance with an established Trading Plan, and provided further that the existing Trading Plan may not be amended during the Lock-up Period to allow for an increase in the number of securities that may be sold pursuant to such existing Trading Plan; or |
(h) | in the case of a non-natural person, transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to any corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly owned by the undersigned. |
provided that (i) in the case of any transfer or distribution pursuant to clauses (b), (c), (d) and (h), such transfer shall not involve a disposition for value and each donee, distribute or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) in the case of any transfer or distribution pursuant to clauses (a), (b), (c) and (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-up Period.
For purposes of this letter, immediate family shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin.
The undersigned acknowledges and agrees that the underwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.
This letter and any transaction contemplated by this letter shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles that would result in the application of any other law than the laws of the State of New York (other than Section 5-1401 of the General Obligations Law).
If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated.
[signature page follows]
Yours very truly, | ||
By: |
| |
Name: | ||
Title: |