Item 1.01 Entry into a Definitive Material Agreement.

Issuance and Sale of 5.5% Series B Perpetual Convertible Preferred Stock

On the Closing Date, the Company issued and sold, for an aggregate purchase price of $800 million, 800,000 shares of its newly created 5.5% Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), at a price of $1,000 per share (the "Private Placement"), of which (i) 592,610 shares of Series B Preferred Stock were issued and sold to Juno Lower Holdings L.P. ("Juno", assignee of Blackstone Juno Holdings L.P. (f/k/a BTO Juno Holdings L.P.)) and 7,390 shares of Series B Preferred Stock were issued and sold to FD Juno Holdings L.P. ("Juno Holdings", assignee of Blackstone Tactical Opportunities Fund - FD L.P., and together with Juno, the "Blackstone Purchasers"), each an investment vehicle of funds affiliated with Blackstone Inc. (collectively, "Blackstone"), for an aggregate purchase price of $600 million pursuant to a Securities Purchase Agreement, dated as of July 26, 2021 (the "Blackstone Securities Purchase Agreement") and (ii) 196,000 shares of Series B Preferred Stock were issued and sold to Viking Global Equities Master Ltd. ("VGEM") and 4,000 shares of Series B Preferred Stock were issued and sold to Viking Global Equities II LP ("VGE" and together with VGEM, the "Viking Purchasers", and together with the Blackstone Purchasers, the "Purchasers") for an aggregate purchase price of $200 million pursuant to a Securities Purchase Agreement, dated as of July 26, 2021 (the "Viking Securities Purchase Agreement" and, together with the Blackstone Securities Purchase Agreement, the "Securities Purchase Agreements"). The net proceeds from the sales of the Series B Preferred Stock were used to finance a portion of the consideration for the Chubb Acquisition.

The foregoing summary of the Securities Purchase Agreements is qualified in its entirety by the full text of the Securities Purchase Agreements, copies of which were filed as Exhibits 10.1 and 10.2, respectively, to the Company's Current Report on Form 8-K filed with the SEC on July 30, 2021, and are incorporated herein by reference. The summary of the Securities Purchase Agreements set forth under Item 1.01 of the Company's Current Report on Form 8-K filed with the SEC on July 30, 2021 under "The Financing SPAs" is incorporated herein by reference.

Certificate of Designation

Each share of Series B Preferred Stock has the powers, designations, preferences, and other rights of the shares of such series as are set forth in the Certificate of Designation of the Series B Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on December 30, 2021 (the "Certificate of Designation"). The description of the terms of the Series B Preferred Stock and summary of the Certificate of Designation set forth . . .

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of the Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K under "Credit Agreement Amendment and Term Loan Financing" and "Supplemental Indenture" is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 of this Current Report on Form 8-K under "Issuance and Sale of 5.5% Series B Perpetual Convertible Preferred Stock", which description is incorporated herein by reference, on the Closing Date, the Company offered and sold 800,000 shares of its newly created Series B Preferred Stock at a price of $1,000 per share to the Purchasers pursuant to the Securities Purchase Agreements. The Company offered and sold the shares of Series B Preferred Stock to the Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Securities Purchase Agreements contained representations of the Purchasers that each was an "accredited investor" as defined in Rule 501 under the Securities Act and that the shares of Series B Preferred Stock were 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, pursuant to the terms of the Securities Purchase Agreements, the Company issued and sold shares of Series B Preferred Stock to the Purchasers at the closing of the Private Placement. The Certificate of Designation entitles the holders of Series B Preferred Stock to certain rights that are senior to the rights of holders of the Common Stock and the Company's Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), such as rights to certain distributions and rights upon liquidation of the Company. In addition, in connection with the closing of the Private Placement, the Company entered into the Registration Rights Agreement with the Purchasers relating to the registration of the resale of the shares of Common Stock issuable upon conversion of the 800,000 shares of Series B Preferred Stock and shares of Common Stock that the Company may issue as 5.5% per annum dividends on the Series B Preferred Stock that are payable and accrue quarterly. 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.

(d) As previously described in the Company's Current Report on Form 8-K filed with the SEC on July 30, 2021, pursuant to the Blackstone Securities Purchase Agreement, for so long as the Blackstone Purchasers collectively own, of record or beneficially, at least 50% of the Series B Preferred Stock (or shares issued upon conversion thereof) issued to them on the Closing Date, the Blackstone Purchasers will have the right to nominate for election one individual to the board of directors of the Company (the "Series B Director"). Pursuant to this nomination right, the Blackstone Purchasers' initial nominee to serve as Series B Director, David S. Blitzer, was elected to the board of directors effective following the issuance of the Series B Preferred Stock and the closing of the Chubb Acquisition. Other than as described herein, there are no arrangements or understandings between Mr. Blitzer, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Blitzer was selected as a director.

Mr. Blitzer is not expected to serve on any committees of the board of directors. Mr. Blitzer has waived any compensation from the Company for his service as a director. Neither Mr. Blitzer nor any of his immediate family members has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

In addition, Mr. Blitzer has executed the Company's standard form of director indemnification agreement, a copy of which has been filed as Exhibit 10.7 to the Company's Registration Statement on Form S-4 effective May 1, 2020.

Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal

Year.

In connection with the Chubb Acquisition and the issuance of Series B Preferred Stock, on December 30, 2021, the Company filed the Certificate of Designation with respect to the Series B Preferred Stock with the Secretary of State of the State of Delaware. The Certificate of Designation became effective that same day.

Item 1.01 of this Current Report on Form 8-K contains a summary of the terms of the Series B Preferred Stock, which is incorporated into this Item 5.03 by reference.

A copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 3, 2022, the Company issued a press release announcing the closing of the Chubb Acquisition. A copy of the Company's press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

All information in the press release is furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 or the Exchange Act, except to the extent that the Company specifically incorporated it by reference.

Item 8.01 Other Events.

On December 31, 2021, the board of directors of the Company approved a stock dividend of 7,539,697 shares of Common Stock with respect to the 4,000,000 shares of Series A Preferred Stock currently outstanding. As previously disclosed, pursuant to the terms of the Series A Preferred Stock, the holder of the Series A Preferred Stock was entitled to receive the annual dividend amount because the volume weighted average share price over the last ten trading days of 2021 of $24.3968 was greater than the highest price previously used in calculating the annual dividend price of $17.8829. Consistent with the Company's previously disclosed intention, the board of directors elected to settle the 2021 annual dividend amount in shares of Common Stock which were issued on January 3, 2022. After giving effect to such issuance (but before giving effect to the issuance of any shares of Common Stock upon vesting of certain employee restricted stock unit awards on January 1, 2022 or pursuant to the Company's employee stock purchase plan for the offering period ended December 31, 2021), the Company has 232,164,890 shares of Common Stock outstanding.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

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

(b) Pro forma financial information.

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



(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 (incorporated by reference to
            Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
            SEC on July 30, 2021).

  3.1         Certificate of Designation of 5.5% Series B Perpetual Convertible
            Preferred Stock, effective as of December 30, 2021.

  4.1         Indenture, dated as of October 21, 2021, among the Escrow Issuer and
            the Trustee (incorporated by reference to Exhibit 4.1 to the Company's
            Current Report on Form 8-K filed on October 21, 2021).

  4.2         Supplemental Indenture, dated as of January 3, 2022, among APi DE,
            the Company, the Guaranteeing Subsidiaries and the Trustee.

 10.1*        Securities Purchase Agreement by and among APi Group Corporation,
            Blackstone Juno Holdings L.P. (f/k/a BTO Juno Holdings L.P.) and
            Blackstone Tactical Opportunities Fund - FD L.P. dated as of July 26,
            2021 (incorporated by reference to Exhibit 10.1 to the Company's
            Current Report on Form 8-K filed with the SEC on July 30, 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 (incorporated by reference to Exhibit 10.2
            to the Company's Current Report on Form 8-K filed with the SEC on
            July 30, 2021).

 10.3         Amendment No. 2, dated December 16, 2021, among APi Group DE, Inc.,
            APi Group Corporation, the subsidiary guarantors from time to time
            party thereto, the lenders and letter of credit issuers from time to
            time party thereto, and Citibank, N.A. as administrative agent and
            collateral agent (incorporated by reference to Exhibit 10.1 to the
            Company's Current Report on Form 8-K filed with the SEC on
            December 20, 2021).

 10.4         Registration Rights Agreement, dated January 3, 2022, by and among
            APi Group Corporation, Juno Lower Holdings L.P. and FD Juno Holdings
            L.P.

 10.5         Registration Rights Agreement, dated January 3, 2022, by and among
            APi Group Corporation, Viking Global Equities Master Ltd. and Viking
            Global Equities II LP.

 99.1         Press release issued by APi Group Corporation, dated January 3,
            2022.

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

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

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

* 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.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses