Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On September 16, 2020, certain investment funds managed directly or indirectly
by Apollo Global Management, Inc. and its subsidiaries and affiliates and
certain current and former executive officers (the "Selling Stockholders"), of
ADT Inc., (the "Company"), entered into an underwriter agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. LLC, as representative of
the underwriters (collectively, the "Underwriters") to issue and sell (the
"Offering") 43,500,000 of the Company's common stock, par value $0.01, and, at
the option of the Underwriters, up to an additional 6,500,000 shares of common
stock. The Offering closed on September 18, 2020. The Underwriting Agreement
contains certain customary representations, warranties and agreements by the
Company and the Selling Stockholders, conditions to closing, indemnification
rights and obligations of the parties and termination rights.
The Offering was made pursuant to a shelf registration statement on
Form S-3 (File No. 333-248821) filed with the Securities and Exchange Commission
on September 15, 2020 (the "Registration Statement"), a preliminary prospectus
supplement, dated September 15, 2020 included as part of the Registration
Statement and a prospectus supplement, dated September 16, 2020 and filed with
the Securities and Exchange Commission on September 17, 2020. The Underwriting
Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by
reference. The foregoing description of the terms of the Underwriting Agreement
is qualified in its entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated as of September 16, 2020, among ADT Inc.,
certain stockholders named therein and Morgan Stanley & Co. LLC, as
representative to the several Underwriters named therein.
104 Cover page Interactive Data File (embedded with the Inline XBRL document)
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ADT INC. 
