8-K

Date: October 2, 2023

/s/ Kenneth J. Porpora

Kenneth J. Porpora

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2023

ADT Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-38352

47-4116383

(State of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1501 Yamato Road

Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

(561) 988-3600

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

ADT

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).

Emerging growth company ☐

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.

Lender Presentation for Refinancing Transaction

ADT Inc. (“ADT,” the “Company,” “we” and “our”) intends to refinance its First Lien Senior Secured Term Loans due 2026 (the “Refinancing Transaction”), through an amendment to the existing First Lien Credit Agreement, dated July 1, 2015 (as subsequently amended and restated), by and among Prime Security Services Holdings, LLC (“Holdings”), Prime Security Services Borrower, LLC (“Prime Borrower”) and The ADT Security Corporation (the “Co-Borrower”), each an indirect wholly owned subsidiary of ADT, certain other subsidiaries of ADT, the lenders party thereto and Barclays Bank PLC, as administrative agent. Holdings and the Co-Borrower expect to have a meeting with their lenders on October 3, 2023 to discuss the Refinancing Transaction. The Refinancing Transaction is subject to market and other conditions, and may not occur as described or at all.

In connection with the Refinancing Transaction, ADT is providing today its lenders with a presentation, which is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated by reference herein (the “Lender Presentation”).

The information in this Item 7.01 and the exhibit hereto are furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, they are 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. They may only be incorporated by reference in another filing under the Exchange Act or Securities Act, if such subsequent filing specifically references this Form 8-K.

Forward Looking Statements

This filing, and other reports, filings, and other public written and verbal announcements contain certain information that may constitute “forward-looking statements” and therefore are subject to risks and uncertainties. All statements contained in this current report on Form 8-K that are not clearly historical in nature, including statements regarding the Refinancing Transaction, are forward-looking statements. Any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking information involves risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed or referenced in ADT’s Amended Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this document that looks toward future performance of ADT is based on various factors and important assumptions about future events that may or may not actually occur. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description

99.1		Lender Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ADT Inc. filed SEC Form 8-K: Regulation FD Disclosure