Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indenture
On April 1, 2022, APi Group DE, Inc. ("APi DE"), a wholly-owned subsidiary of
APi Group Corporation (the "Company"), the Company, the parties that are
signatories thereto as guarantors (the "Guaranteeing Subsidiaries") and
Computershare Trust Company, N.A., as trustee (the "Trustee"), entered into a
supplemental indenture (the "Supplemental Indenture"), which supplemented that
certain indenture dated as of June 22, 2021, by and among APi DE, the Company,
the Guaranteeing Subsidiaries, and the Trustee (the "Initial Indenture" and
together with the Supplemental Indenture, the "Indenture") pursuant to which APi
DE issued $350 million aggregate principal amount of 4.125% Senior Notes due
2029 (the "Notes"). The Initial Indenture is described more fully in the
Company's current report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on June 22, 2021, which description is incorporated
herein by reference.
Heretofore, the joinder of foreign subsidiary guarantors under the Initial
Indenture was optional. The general purpose of the Supplemental Indenture is to
amend the text of the Initial Indenture to cause the Indenture to mandate the
joinder of certain direct and indirect foreign subsidiaries of the Company to
the Indenture, as guarantors of the Indenture and the Notes, consistent with the
terms of the (a) Indenture by and among APi DE, the Company, the guarantor
subsidiaries of the Company party thereto, and the Trustee, dated October 21,
2021 (the "October Indenture"), pursuant to which APi Escrow Corp. ("Escrow
Corp.") issued $300 million aggregate principal amount of 4.750% Senior Notes
due 2029 (the "October Notes"), before merging with and into APi DE on
January 3, 2022, contemporaneously with the acquisition of Chubb Limited by the
Company (and at which time APi DE assumed all of the obligations of Escrow Corp.
under the October Indenture and the October Notes), and (b) the Credit
Agreement, by and among APi DE, the Company, as a guarantor, the Company
subsidiary guarantors named therein, as guarantors, the lenders and letter of
credit issuers from time to time party thereto, and Citibank, N.A., as
administrative agent and as collateral agent, dated as of October 1, 2019 and
amended on October 22, 2020 and December 16, 2021, as further amended,
supplemented or modified from time to time, which require certain of the
Company's direct and indirect foreign subsidiaries to guaranty the obligations
of APi DE under the October Indenture, the October Notes, and the Credit
Agreement, respectively. Accordingly, pursuant to the amendments to the Initial
Indenture made by the Supplemental Indenture, the Indenture now has the benefit
of the credit support provided to holders of the October Indenture and the
October Notes. The Supplemental Indenture was made without the consent of the
holders of the Notes, pursuant to Section 9.01(e) of the Indenture.
The description of the Indenture contained herein is not intended to be complete
and is qualified in its entirety by reference to the full texts of the Initial
Indenture, which was filed with the SEC as Exhibit 4.1 to the Company's Current
Report on Form 8-K on June 22, 2021, and the Supplemental Indenture, a copy of
which is attached hereto as Exhibit 4.2, and both of which are incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is
hereby incorporated in this Item 2.03 by reference.
--------------------------------------------------------------------------------
(d) Exhibits
The following exhibits are being filed or furnished as part of this Current
Report on Form 8-K.
Exhibit
Number Exhibit Title
4.1 Indenture, dated as of June 22, 2021, by and among APi Group DE,
Inc., the Company, the guarantors party thereto and Computershare
Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, filed on June 22, 2021).
4.2 Supplemental Indenture, dated as of April 1, 2022, among APi Group
DE, Inc., the Company, the guarantors party thereto and Computershare
Trust Company, N.A.
104.1 Cover Page Interactive Data File (embedded within the inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses