Prime Security Services Borrower, LLC (together with its subsidiaries, “Protection 1”) announced today that it is proposing to issue $3,140.0 million aggregate principal amount of second-priority senior secured notes due 2023 (the “Notes”), up to $1,890.0 million of which will be sold in a marketed private offering (the “Marketed Offering”) that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and at least $1,250.0 million of which will be sold in a fully committed private placement transaction (the “Concurrent Offering”, and together with the Marketed Offering, the “Offering”) that will also be exempt from the registration requirements of the Securities Act. Protection 1 expects to use the net proceeds from the Offering, after deducting estimated fees and expenses, in connection with the previously announced merger agreement pursuant to which The ADT Corporation (NYSE:ADT) has agreed to be acquired by an affiliate of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE:APO) (together with its consolidated subsidiaries, “Apollo”) and merged with Protection 1, with ADT surviving the merger as a wholly owned subsidiary of Prime Security Services Borrower, LLC.
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In the Marketed Offering, the Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. In the Concurrent Offering, the Notes are being offered only to accredited investors and qualified institutional buyers in reliance on Section 4(a)(2) of the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
About Protection 1
Protection 1 was acquired by certain funds affiliated with Apollo on July 1,2015 as the flagship for Apollo’s entrance into the alarm monitoring services industry, with a simultaneous acquisition of ASG Security, which has been effectively integrated into Protection 1. Protection 1 is a premier full-service business and home security company in the U.S. that provides installation, maintenance, and monitoring of single-family home security systems, business security systems and multi-family security systems. Protection 1 serves over 2 million customers and employs over 4,000 people in more than 90 office locations and five UL Certified monitoring centers across the country.
The ADT Corporation is a leading provider of security and automation solutions for homes and businesses in the United States and Canada. ADT’s broad and pioneering set of products and services, including ADT Pulse® interactive home and business solutions, and health services, meet a range of customer needs for today’s active and increasingly mobile lifestyles. Headquartered in Boca Raton, Florida, ADT helps provide peace of mind to over 6.5 million customers and employs approximately 17,000 people at 200 locations.
This press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Offering. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside Protection 1’s control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. Protection 1 expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
For Protection 1:
Coltrin & Associates
Jennifer Webb, 212-221-1616