Item 8.01 Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2021 (the "Prior 8-K") by APi Group Corporation (the "Company"), 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 which 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 $3,100,000,000 (the "Acquisition").

Consummation of the Acquisition remains subject to the satisfaction or waiver of certain customary closing conditions specified in the Purchase Agreement and as described in the Prior 8-K. If the Acquisition is consummated, we will be required to disclose information regarding the consummation of the Acquisition in a Current Report on Form 8-K as required by Item 2.01. This Current Report on Form 8-K is being filed to provide certain carve-out financial statements of the Business and to provide unaudited pro forma financial information of the Company and the Business giving effect to the Acquisition.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.*

The audited combined carve-out financial statements of the Business as of and for the years ended December 31, 2020 and 2019, the notes related thereto and the related Report of Independent Auditors, issued by PricewaterhouseCoopers LLP, dated June 30, 2021, are attached as Exhibit 99.1 and incorporated herein by reference.

The unaudited condensed combined carve-out financial statements of the Business as of and for the six months ended June 30, 2021 and 2020, and the notes related thereto, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

* - Note: The Business has not yet been acquired. Financial statements are being provided pursuant to Rule 3-05 of Regulation S-X because the Acquisition constitutes a probable significant acquisition.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021, and the pro forma condensed combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020, and the notes related thereto, that give effect to the Acquisition of the Business are attached hereto as Exhibit 99.3 and incorporated herein by reference.



(d) Exhibits



Exhibit
  No.      Description

23.1         Consent of PricewaterhouseCoopers LLP.

99.1         Audited combined carve-out financial statements of the Business as of
           and for the years ended December 31, 2020 and 2019 and the related
           Report of Independent Auditors, issued by PricewaterhouseCoopers LLP,
           dated June 30, 2021.

99.2         Unaudited condensed combined carve-out financial statements of the
           Business as of June 30, 2021 and for the six months ended June 30, 2021
           and 2020.

99.3         Unaudited pro forma condensed combined balance sheet as of June 30,
           2021 and unaudited pro forma condensed combined statements of
           operations for the six months ended June 30, 2021 and the year ended
           December 31, 2020.

104.1      Cover Page Interactive Data File (embedded within the inline XBRL
           document).

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