ADT Corp. (ADT) Prices 70M Share Secondary Offering
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ADT Inc. (NYSE: ADT) (“ADT” or the “Company”) today announced the pricing of the previously announced secondary public offering of 70,000,000 shares of the Company’s common stock held by certain entities managed by affiliates of Apollo Global Management, Inc. (the “Selling Stockholders”). The offering is expected to close on March 4, 2025, subject to satisfaction of customary conditions. The underwriters will have a 30-day option to purchase up to an additional 10,500,000 shares of common stock from the Selling Stockholders. The Company is not selling any shares and will not receive any proceeds from the offering.
In addition, ADT has authorized the concurrent purchase from the underwriters of 20,000,000 shares of common stock as part of the secondary public offering at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders (the “Share Repurchase”), subject to the completion of the offering. The Share Repurchase is part of the Company’s existing $500 million share repurchase program. The underwriters will not receive any underwriting fees for the shares being repurchased by the Company.
The underwriters may offer the shares of common stock, other than shares subject to the Share Repurchase, from time to time for sale in one or more transactions to purchasers, directly or through agents, or through brokers in brokerage transactions, on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.
Barclays, Citigroup, Morgan Stanley, Goldman Sachs & Co. LLC and BTIG are acting as book-running managers for the proposed offering.
A shelf registration statement (including a prospectus) relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”) and is effective. A preliminary prospectus supplement relating to the offering has also been filed with the Commission. Before investing, interested parties should read the shelf registration statement, preliminary prospectus supplement and other documents filed with the Commission for information about ADT and the offering. You may get these documents for free by visiting EDGAR on the Commission’s website at sec.gov. Alternatively, a copy may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at: (888) 603-5847 or by email at [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; Morgan Stanley & Co. LLC, Attn: Prospectus Department, at 180 Varick Street, 2nd Floor, New York, New York 10014; Goldman Sachs & Co. LLC, Attn: Prospectus Department, at 200 West Street, New York, New York 10282, by telephone at: (866) 471-2526, by facsimile at (212) 902-9316 or by email at [email protected]; and BTIG, LLC, 65 East 55th Street, New York, New York 10022, E-mail: [email protected], [email protected], Attention: ECM, General Counsel.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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