ADT Inc.
09/25/2025 | Press release | Distributed by Public on 09/25/2025 14:18
Material Event (Form 8-K)
Item 8.01 Other Events.
Marketing of New Term Loan Facility
On September 25, 2025, ADT Inc. ("ADT," the "Company," "we" and "our") announced that Prime Security Services Borrower, LLC, a Delaware limited liability company ("Prime Borrower"), Prime Security Services Holdings, LLC, a Delaware limited liability company, 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 the Company, intend to commence the marketing of a new $300 million incremental first lien senior secured term B-2 loan facility (the "New Term Loan Facility"), expected to mature in 2032.
The Company intends to use the proceeds from the New Term Loan Facility, together with the proceeds from the potential incurrence of an additional $1.0 billion principal amount of first lien senior secured debt and cash on hand, to fund the redemption of all $1.3 billion (the "Redemption") of outstanding 6.250% second-priority senior secured notes due 2028 (the "Second-Priority Notes") issued by Prime Borrower and Prime Finance Inc., a Delaware corporation and a direct or indirect wholly owned subsidiary of ADT ("Prime Finance" and, together with Prime Borrower, the "Issuers").The closing of the New Term Loan Facility is subject to successful marketing and other conditions, and there can be no assurance that the Company's subsidiaries will close the New Term Loan Facility (or additional first lien senior secured debt) as described or at all.
This disclosure shall not constitute an offer to sell or the solicitation of an offer to purchase any security and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be unlawful.
Conditional Notice of Redemption
On September 25, 2025, the Issuers issued a Conditional Notice of Redemption to holders of the outstanding Second-Priority Notes (the "Conditional Notice of Redemption"). The Conditional Notice of Redemption provides for the redemption by the Issuers of all outstanding Second-Priority Notes on October 25, 2025 (the "Redemption Date") at a redemption price equal to 100.000% of the principal amount of the Second-Priority Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Conditional Notice of Redemption is conditioned on the completion of one or more incurrences of new long-term indebtedness for borrowed money on or prior to the Redemption Date by the Issuers or ADTSC on terms satisfactory to the Issuers and in an aggregate principal amount satisfactory to the Issuers.
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