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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/23 ADT Inc. 8-K:7,9 3/17/23 11:207K Paul Weiss Ri… LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 28K 2: EX-99.1 Miscellaneous Exhibit HTML 14K 6: R1 Cover HTML 45K 9: XML IDEA XML File -- Filing Summary XML 11K 7: XML XBRL Instance -- eh230340472_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- adt-20230317_lab XML 96K 5: EX-101.PRE XBRL Presentations -- adt-20230317_pre XML 64K 3: EX-101.SCH XBRL Schema -- adt-20230317 XSD 13K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0000950142-23-000736-xbrl Zip 20K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 17, 2023
(Exact name of Registrant as specified in its charter)
| i Delaware | i 001-38352 | i 47-4116383 | ||
|
(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i Boca Raton, i Florida i 33431
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| i Common Stock, par value $0.01 per share | i ADT | i New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On March 17, 2023, Prime Security Services Borrower, LLC (the “Issuer”), a Delaware limited liability company and an indirect wholly-owned subsidiary of ADT Inc. (the “Company”), and Prime Finance Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”), a Delaware corporation and an indirect wholly-owned subsidiary of the Company, delivered a Notice of Partial Redemption (the “Redemption Notice”) to holders of the Issuers’ outstanding 5.250% First-Priority Senior Secured Notes due 2024 (the “2024 Notes”). The Redemption Notice was issued pursuant to the terms of the Indenture, dated as of April 4, 2019, as amended and supplemented through the date hereof (the “2024 Notes Indenture”), among the Issuers, the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as trustee. The Redemption Notice provides for the partial redemption by the Issuers of $150 million principal amount of the outstanding 2024 Notes on May 2, 2023 (the “Redemption Date”) at a redemption price (the “Redemption Price”) calculated pursuant to the 2024 Notes Indenture and expected to be approximately $1,002 per $1,000 of outstanding principal amount of the 2024 Notes, plus the accrued and unpaid interest on the 2024 Notes so redeemed. The Issuers will calculate the final Redemption Price prior to the Redemption Date in accordance with the provisions of the 2024 Notes Indenture. Following the partial redemption, the aggregate outstanding principal amount of the 2024 Notes will be $600 million.
A copy of the press release announcing the Redemption Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 the Securities Act, as amended, if such subsequent filing specifically references this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated March 17, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 17, 2023 | ADT Inc. | ||
| By: | /s/ Richard S. Mattessich | ||
| Richard S. Mattessich | |||
Vice President and Deputy General Counsel, Corporate & Securities |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/2/23 | ||||
| Filed on / For Period end: | 3/17/23 | |||
| 4/4/19 | 8-K | |||
| List all Filings | ||||