Item 1.01 Entry into a Definitive Material Agreement.

Carrier Purchase Agreement

On July 26, 2021, APi Group Corporation (the "Company") entered into a Stock Purchase Agreement (the "Purchase Agreement") with Carrier Global Corporation ("Carrier"), Carrier Investments UK Limited ("Seller") and Chubb Limited ("Chubb").

Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company has agreed to acquire, and Seller has agreed to sell, the Chubb fire and security business (the "Business"), through the acquisition of Chubb for a purchase price of U.S.$ 3,100,000,000 (the "Purchase Price") (the "Acquisition"). As described in greater detail in the Purchase Agreement, the Purchase Price will be: (i) increased or decreased to the extent the amount of the Working Capital (as defined in the Purchase Agreement) of the Business as of the closing of the transactions contemplated by the Purchase Agreement (the "Closing") is higher or lower than the target working capital amount specified in the Purchase Agreement; and (ii) decreased by the amount of the Net Indebtedness (as defined in the Purchase Agreement) as of the Closing.

Pursuant to the Purchase Agreement, the Company has not agreed to acquire any part of the Business in France, but the Company has granted a put option to Carrier (the "Put Option") with respect to such business, which may be exercised by Carrier subject to, and only following completion of, required works council consultations in France.

The Closing is subject to certain customary closing conditions, including (1) the receipt of certain regulatory approvals pursuant to any Competition and Foreign Investment Laws (as defined in the Purchase Agreement), (2) the absence of any injunction or other judgment that prevents, restrains or prohibits the Closing and (3) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. In addition, the Purchase Agreement provides that the exercise by Carrier of the Put Option shall be a condition to the obligations of Carrier to cause the Closing to occur. Under the Purchase Agreement, the Closing will occur (1) on the first Business Day (as defined in the Purchase Agreement) of the month following the month during which all closing conditions have been satisfied or waived, or (2) such other date as Carrier and Purchaser may agree. The Purchase Agreement provides that, in certain circumstances, the Company or Carrier may elect to defer the Closing to the first Business Day of the second month following the month during which all closing conditions have been satisfied or waived. The Closing is not subject to a financing condition or to the approval of Carrier's stockholders.

The Purchase Agreement contains termination rights for each of the Company and Carrier, including the right to terminate if the transactions contemplated by the Purchase Agreement have not been completed by July 26, 2022, which date may be extended by either party, in increments of 30 days, to October 26, 2022 (the "Outside Date") in certain circumstances where certain regulatory approvals remain the only conditions to Closing that have not been satisfied, unless the party seeking to terminate has breached any material covenant or obligation under the Purchase Agreement and such breach is the cause of the failure of the Closing to occur.

In the Purchase Agreement, the Company and Carrier have made customary representations and warranties and have agreed to customary covenants relating to the sale. From the date of the Purchase Agreement until the Closing, Carrier is required to use commercially reasonable efforts to conduct the Business in all material respects in the ordinary course of business and to comply with certain covenants regarding the operation of the Business. For three years following the termination of the initial service period (not to exceed twelve months) under the transition services agreement (which will be entered into by the parties at Closing), neither Carrier nor any of its subsidiaries will . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information related to the issuance and sale of Series B Preferred Stock contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As described in Item 1.01 of this Current Report on Form 8-K,under the terms of the Financing SPAs, the Company has agreed to issue shares of Series B Preferred Stock to the Purchasers at the Private Placement Closing. This issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof. The Financing SPAs contain representations of the Purchasers that each is an "accredited investor" as defined in Rule 501 under the Securities Act and that the shares of Series B Preferred Stock are being acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof.

Item 3.03 Material Modification to the Rights of Securities Holders.

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Financing SPAs, the Company has agreed to issue shares of Series B Preferred Stock to the Purchasers at the Private Placement Closing. The Certificate of Designations will entitle the Holders to certain rights that are senior to the rights of holders of the Common Stock and Series A Preferred Stock, such as rights to certain distributions and rights upon liquidation of the Company. In addition, in connection with the Private Placement Closing, the Company will enter into the

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Registration Rights Agreement with the Purchasers relating to the registered resale of the Registrable Securities (as defined therein). The general effect of the issuance of the Series B Preferred Stock and entry into the Registration Rights Agreement upon the rights of the holders of Common Stock is more fully described in Item 1.01 of this Current Report on Form 8-K, which descriptions are incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors.

As described in Item 1.01 of this Current Report on Form 8-K, under the terms of the Blackstone Financing Agreement, for so long as the Blackstone Purchasers hold 50% of the Series B Preferred Stock issued to them under the Blackstone SPA, the Blackstone Purchasers will have the right to nominate for election the Series B Director to the Board. The Blackstone SPA provides that the Blackstone Purchasers' initial nominee to serve as Series B Director is David Blitzer, and that Mr. Blitzer will be elected to the Board immediately following the issuance of the Series B Preferred Stock.

Item 7.01 Regulation FD Disclosure.

On July 27, 2021, the Company issued a press release announcing the entering into of the Purchase Agreement and the Financing SPAs. A copy of the Company's press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

On July 27, 2021, the Company posted a slide presentation on its investor relations website regarding the Acquisition. The Company's presentation is furnished as Exhibit 99.2 and is incorporated herein by reference.

All information in the press release and slide presentation is furnished and shall not be deemed "filed" with the Securities and Exchange Commission (the "SEC") for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporated it by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit
  No.       Description

2.1*          Stock Purchase Agreement by and between Carrier Global Corporation,
            Carrier Investments UK Limited, Chubb Limited and APi Group
            Corporation dated as of July 26, 2021.

10.1*         Securities Purchase Agreement by and among APi Group Corporation,
            BTO Juno Holdings L.P. and Blackstone Tactical Opportunities Fund - FD
            L.P. dated as of July 26, 2021.

10.2*         Securities Purchase Agreement by and among APi Group Corporation,
            Viking Global Equities Master Ltd. and Viking Global Equities II LP
            dated as of July 26, 2021.

99.1          Press release issued by APi Group Corporation, dated July 27, 2021.


99.2          Investor Presentation posted by APi Group Corporation, dated
            July 27, 2021.




*   Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
    of Regulation S-K and the Company agrees to furnish supplementally to the SEC
    a copy of any omitted schedules or exhibits upon request.

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