APi Group Corporation Announces Filing of Universal Shelf Registration Statement and Resale Registration Statement
These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statements becomes effective.
APi Group Corporation (the “Company”) (NYSE: APG) announced today the filing of a “universal shelf” registration statement on Form S-3 (the “Shelf Registration Statement”) and a resale registration statement on Form S-3 (the “Resale Registration Statement”, and together with the Shelf Registration Statement, the “Registration Statements”) with the United States Securities and Exchange Commission (the “SEC”).
If and when declared effective by the SEC, the Shelf Registration Statement will allow the Company the flexibility from time to time to offer and sell up to $500 million of securities, including common stock, preferred stock and debt securities. The specific terms of such future offerings of securities, if any, along with the intended use of proceeds of any such offerings, will be described in detail in a prospectus supplement at the time of any such offering.
Russ Becker, APi’s President and Chief Executive Officer stated: “As we mentioned on our earnings call yesterday, while we have no immediate plans to raise public equity or debt, we believe that it is prudent to have flexibility to access the capital markets on a timely and efficient basis as or when needed. Both filings are purely administrative undertakings and are not meant to foreshadow any known or anticipated activity.”
If and when declared effective by the SEC, the Resale Registration Statement will register the resale of up to 33,333,333 shares of common stock owned by Viking Global Opportunities Illiquid Investments Sub-Master LP (“Viking”), who may from time to time in one or more offerings, offer and sell shares of the Company’s common stock. The Company will not receive any of the proceeds of any sales or other dispositions of shares of common stock by Viking.
The Registration Statements relating to these securities have been filed with the SEC but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statements becomes effective. Any offering of the securities covered by the Registration Statements will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the prospectus included in the Registration Statements may be obtained on the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer for sale, or solicitation of an offer to buy, any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About APi:
APi is a market-leading business services provider of safety, specialty and industrial services in over 200 locations, primarily in North America and with an expanding platform in Europe. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers. More information can be found at www.apigroupcorp.com.
Forward-Looking Statements and Disclaimers
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding the offer and sale of securities under the Registration Statements and the use of proceeds thereof. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including those described in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2020. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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