Item 2.02 Results of Operations and Financial Condition.

The information relating to the 2020 Financial Outlook set forth under the heading Affirmation of 2020 Financial Outlook and Business Update under Item 7.01 is incorporated into this Item 2.02 by reference.

Item 7.01 Regulation FD Disclosure.

Lender Presentation for Repricing Transaction

As previously announced on January 15, 2021, Prime Security Services Borrower, LLC ("Prime Borrower"), an indirect wholly owned subsidiary of ADT Inc. ("ADT," the "Company," "we" and "our"), is seeking to amend its existing First Lien Credit Agreement, dated July 1, 2015, as amended and restated 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) and September 23, 2019, among Prime Borrower, as borrower, Prime Security Services Holdings, LLC, as holdings, the lenders party thereto and Barclays Bank PLC, as administrative agent, to reprice its First Lien Senior Secured Term Loans due 2026 (the "Repricing Transaction"). Prime Borrower expects to have a meeting with its lenders on January 19, 2021 to discuss the Repricing Transaction. The Repricing Transaction is subject to market and other conditions, and may not occur as described or at all.

In connection with the Repricing Transaction, Prime Borrower is providing today its lenders with a presentation, which is attached to this report as Exhibit 99.1 and incorporated by reference herein (the "Lender Presentation").

Affirmation of 2020 Financial Outlook and Business Update

The Company issued today a press release announcing that it is providing its lenders the Lender Presentation, affirming its 2020 financial outlook and providing an update on its business. A copy of this press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

The information in this Item 7.01 and the exhibits hereto is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act, if such subsequent filing specifically references this Form 8-K.

Forward Looking Statements

This filing, and other reports, filings, and other public written and verbal announcements contain certain information that may constitute "forward-looking statements" and therefore are subject to risks and uncertainties. All statements contained in this document that are not clearly historical in nature, including statements regarding the Repricing Transaction, anticipated financial performance, management's plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, our ability to successfully respond to the challenges posed by the COVID-19 pandemic, our strategic partnership and ongoing relationship with Google LLC ("Google"), the expected timing of product commercialization with Google or any changes thereto, the successful internal development, commercialization and timing of our next generation platform and other matters are forward-looking. Any time we use the words "expects," "intends," "will," "anticipates," "believes," "confident," "continue," "propose," "seeks," "could," "may," "should," "estimates," "forecasts," "might," "goals," "objectives," "targets," "planned," "projects," and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking information involves risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the


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risks and uncertainties disclosed or referenced in ADT'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. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this document that looks toward future performance of ADT is based on various factors and important assumptions about future events that may or may not actually occur. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit     Description

99.1          Lender Presentation

99.2          Press Release

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).




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