8-K
ADT Inc. (ADT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM 8-K |
|---|
| CURRENT REPORT |
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported): December 8, 2021
| ADT Inc. | ||
|---|---|---|
| (Exact name of Registrant as specified in its charter) | ||
| Delaware | 001-38352 | 47-4116383 |
| --- | --- | --- |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1501 Yamato Road<br><br> <br>Boca Raton, Florida 33431 | ||
| --- | ||
| (Address of principal executive offices) |
(561) 988-3600
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | ADT | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
Investor Rights Agreement
On December 8, 2021, ADT Inc. (the “Company”) entered into the Investor Rights Agreement (“IRA”) with the members (the “CSG Members”) of Compass Solar Group, LLC, a Delaware limited liability company (“CSG”), and the members (the “Blocker Members”) of each of MGG SPV VIII LLC, a Delaware limited liability company (“SPV VIII”), and MGG SPV VII LLC, a Delaware limited liability company (“SPV VII” and, together with SPV VIII, the “Blockers”), party to the Purchase Agreement, dated November 8, 2021 (the “Purchase Agreement”), by and among the Company, The ADT Security Corporation, CSG, the Blockers, the CSG Members, the Blocker Members, and Compass Group Management, LLC as the Member Representative. The description of the IRA set forth in the Current Report on Form 8-K filed by the Company on November 9, 2021 is incorporated herein.
The foregoing description of the IRA does not purport to be complete and is qualified in its entirety by reference to the full text of the IRA, which will be filed with our Annual Report on Form 10-K for fiscal year 2021.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 9, 2021, the Company issued a press release (the “Press Release”) announcing the closing of the transaction (the “Transaction”) contemplated by the Purchase Agreement. A copy of the Press Release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The foregoing information (including Exhibit 99.1 hereto) is being furnished under Item 7.01. Such information (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated December 9, 2021 announcing the closing of the Transaction |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: | December 9, 2021 | ADT Inc. | |
|---|---|---|---|
| By: | /s/ Jeffrey Likosar | ||
| Jeffrey Likosar | |||
| Chief Financial Officer and President, Corporate Development |
Exhibit 99.1
ADT Completes Acquisition ofSunpro Solar
ADT Solar^TM^ willprovide customers with rooftop solar and energy storage solutions across 22 states, with plans to expand
Represents ADT’s entranceinto the high-growth residential solar market
Creates tremendous customervalue combining leading smart home security and sustainable home energy and management solutions from a single, trusted provider
Sunpro Solar founder Marc Jonesnamed ADT Executive Vice President, Solar
BOCA RATON, Fla., Dec. 9, 2021 --- ADT Inc. (NYSE: ADT), the most trusted brand in smart home and small business security, today announced it has completed its acquisition of Sunpro Solar. With the acquisition of Sunpro Solar, ADT is introducing ADT Solar^TM^, which will provide customers with rooftop solar and energy storage solutions to increase their energy independence and help them save money on their energy expenses. Sunpro currently operates in 22 states, and ADT Solar plans to expand to more markets across the U.S.
“The closing of this transaction and the introduction of ADT Solar unlocks our ability to respond to customer desire for sustainable energy solutions they can use independently or combine with ADT’s smart security systems for a safer, smarter, and more sustainable home or business,” said Jim DeVries, ADT President and Chief Executive Officer. “We are especially pleased to have completed the transaction quickly, which allows us to swiftly begin to realize the great benefits of this combination for our customers, employees, and shareholders.”
“We have nearly 4 million ADT customers in our solar service area, and in a recent survey^1^, more than a quarter of ADT customers surveyed expressed interest in purchasing rooftop solar panels for their homes,” DeVries said. “This sizeable customer segment is an early opportunity for us to grow ADT Solar organically while also expanding to new customer markets for ADT Solar. I want to thank the dedicated teams at Sunpro and ADT for their incredible efforts in helping us reach this exciting milestone.”
As previously announced, Sunpro Solar founder Marc Jones and the Sunpro management team will now lead ADT Solar, with Jones serving as ADT Executive Vice President, Solar.
“We have a winning team and strategy in place with ADT Solar, and I expect us to continue our positive growth trajectory, by serving more customers in more places with an unbeatable and complementary package of smart home security plus renewable energy and energy storage solutions,” Jones said. “I look forward to leading ADT Solar for years to come as we build the business into the true rooftop solar industry leader.”
^1^Sample size of 3,922 ADT customers
Forward-Looking Statements
ADT has made statements in this press release 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 our acquisition of Sunpro Solar, its anticipated impact on our business and financial condition, our anticipated plans and strategies, our anticipated cross-selling opportunities, anticipated growth in the demand for residential solar power, our ability to expand Sunpro’s existing distribution network, and our ability to integrate the Sunpro business into our own. Any forward-looking statement made in this press release speaks only as of the date on which it is made. ADT 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. ADT cautions that these statements are subject to risks and uncertainties, many of which are outside of ADT’s control, and could cause future events or results to be materially different from those stated or implied in this document, including among others, risks and uncertainties relating to the benefits to customers of ADT Solar’s solutions, risks and uncertainties relating to anticipated and potential growth opportunities for ADT Solar, risks and uncertainties relating to competition in the rooftop solar industry, risks and uncertainties related to the parties’ ability to integrate the acquired business successfully and to achieve synergies and other benefits, the possibility that the acquisition may cause disruption to the Sunpro Solar business and to its customers, any distraction of our management team from our business, the possibility that the acquisition may adversely impact our financial results, risks associated with the demand for residential solar power, including changes in governmental regulations and incentives, other risks associated with our ability to execute on the transaction, and 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.
About ADT Inc.
ADT is the most trusted brand in smart home and small business security. Through innovative products, partnerships, and the largest network of smart home security professionals in the United States, we empower people to connect and protect what matters most at home, work, and on the go. For more information, visit www.adt.com.
Investor Relations:
Jill Greer
jillgreer@adt.com
Tel: 888-238-8525
Media Inquiries:
Paul Wiseman
paulwiseman@adt.com
Tel: 561-356-6388