8-K

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): March 12, 2019

ADT Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State of Incorporation)

001-38352

(Commission File Number)

47-4116383

(I.R.S. Employer Identification No.)

1501 Yamato Road Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

(561) 322-7235

(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))

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.

As previously reported by ADT Inc. (“the Company”) on March 11, 2019, Prime Security Services Borrower, LLC (“Prime Borrower”), an indirect wholly owned subsidiary of the Company, is seeking to amend the terms of its First Lien Credit Agreement, dated July 1, 2015, as amended and restated May 2, 2016, June 23, 2016, December 28, 2016, February 13, 2017, June 29, 2017, March 16, 2018, and December 3, 2018, among Prime Borrower, as borrower, Prime Security Services Holdings, LLC, as holdings, the lenders party thereto and Barclays Bank PLC, as administrative agent. In connection with this amendment, Prime Borrower is providing its potential lenders a presentation, which is attached to this report as Exhibit 99.1 and incorporated by reference herein, and reconciliations of certain financial metrics, which is attached to this report as Exhibit 99.2 and incorporated by reference herein. The amendment is subject to market and other conditions, and may not occur as described or at all.

The information in this Item 7.01 is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is 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. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Forward Looking Statements

ADT has made statements in this filing and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. Any forward-looking statement made in this filing speaks only as of the date on which it is made. ADT undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. ADT cautions that these statements are subject to risks and uncertainties, many of which are outside of ADT’s control and could cause future events or results to be materially different from those stated or implied in this document, or to occur at all, including among others, risk factors that are described in the ADT Annual Report on Form 10-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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
99.1	Lender Presentation
99.2	Reconciliations

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.

Date: March 12, 2019	ADT Inc.
	By:	/s/ David Smail
		David Smail
		Executive Vice President and Chief Legal Officer

EX-99.1

Lender Presentation March 12th, 2019 Exhibit 99.1

Disclaimer This presentation (the “Presentation”) has been prepared by ADT Inc. (the “Company”) on behalf of Prime Security Services Borrower, LLC (the “Borrower”), a wholly owned subsidiary of the Company, in connection with the amendment of the 1st Lien Senior Secured Credit Facilities (the “Facilities”), solely for informational purposes. The information contained in this Presentation has been prepared to assist prospective lenders in conducting their own evaluation of the Company and the Facilities and does not purport to be complete or to contain all of the information that a prospective lender may require. Prospective lenders should conduct their own investigation and analysis of the Company and of the information set forth in this Presentation. The Company makes no representation or warranty as to the accuracy, reliability, reasonableness or completeness of this information and shall not have any liability for any representations regarding information contained in, or for any omission from, this Presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company and the Facilities. The Company and its affiliates, representatives and advisors expressly disclaim any and all liability based, in whole or in part, on the information contained in this Presentation (which only speak as of the date identified on the cover page of this Presentation), errors therein or omissions therefrom. Neither the Company nor any of its affiliates, representatives or advisors intends to update or otherwise revise the information contained herein to reflect circumstances existing after the date identified on the cover page of this Presentation or to reflect the occurrence of future events even if any or all of the assumptions, judgments and estimates on which the information contained herein is based are shown to be in error. The Presentation does not constitute an offering of any securities. The offerings of securities discussed herein relate to prospective transactions that the Company is considering to reduce interest expense and extend maturities, especially associated with its 9.25% Second-Priority Senior Secured Notes due 2023, which become callable in May 2019. Any such offering of securities would be made pursuant to an offering memorandum, prospectus or similar document and not the Presentation. Should an offering of securities be made, you should refer only to the offering memorandum, prospectus or similar document distributed in connection with such offering and not to the Presentation.

Forward Looking Statements & Non-GAAP Measures The Company has made statements in this Presentation and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, use of proceeds of the Facilities and other matters. Any forward-looking statement made in this presentation speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of the Company’s control, and could cause future events or results to be materially different from those stated or implied in this document, including among others, risk factors that are described in the Company’s Annual Report on Form 10-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. Forward Looking Statements

Call Participants Brad Aston Managing Director, Barclays Deepika Yelamanchi Vice President & Treasurer, ADT Jim DeVries Chief Executive Officer, ADT Jeff Likosar Chief Financial Officer, ADT

Transaction Overview

Transaction Overview ADT Inc. (“ADT” or the “Company”) is launching an amendment to its existing Credit Facilities in order to facilitate an expected refinancing transaction (the “Transactions”): The transactions may include a new issuance of up to $1,500 million of new First Lien Senior Secured Notes which may be issued in one or more tranches (1) $1,000 million would fund a refinancing of a portion of the existing Second Lien Senior Secured Notes due 2023 $500 million would pay down a portion of the existing Term Loan B due 2022 on a pro rata basis (at par) It is expected that any new First Lien Notes would mature outside of the existing Term Loan B due 2022 The Company may also consider issuing up to $1,250 million of new Senior Unsecured Notes depending upon market conditions and other factors at the time; the new Senior Unsecured Notes would be used to refinance the Company’s existing Second Lien Senior Secured Notes due 2023 (1) If consummated, the transaction would be highly credit accretive, providing significant interest expense savings and extending the Company’s maturity profile In order to facilitate the Transactions, the Company is requesting certain amendments to its existing Credit Facilites, as detailed on subsequent slides Consents to the Amendment will be due on Friday, March 15th The Presentation does not constitute an offering of the First Lien Secured Notes or Senior Unsecured Notes described above. Any such offering would be made pursuant to an offering memorandum, prospectus or similar document and not the Presentation. Should an offering be made, you should refer only to the offering memorandum, prospectus or similar document distributed in connection with such offering and not to the Presentation.

Illustrative Sources & Uses & Pro Forma Capitalization Notes: Market data as of March 8, 2019. The sources and uses and pro forma capitalization presented above is included for illustrative purposes. Although the Company expects that it will pursue a notes issuance in the future in connection with the Transactions, no definitive determination has been made at this time, and there can be no assurance whether such a notes offering will be made or whether the terms thereof will be consistent with those described herein. Any such notes offering would be made pursuant to an offering memorandum, prospectus or similar document and not the Presentation. Should a notes offering be made, you should refer only to the offering memorandum, prospectus or similar document distributed in connection with such offering and not to the Presentation. Represents redemption price of 105.364 as of 3/31/2019 for 2nd Lien Senior Secured Notes. Cash balance as of 2/28/2019. Second Lien Senior Secured Notes balance is pro forma for $300 million redemption. Excludes $96 million cash interest associated with redemption of Koch Preferred Securities. (2) (1) (3) (3)

Amendment Overview In order to facilitate the Transactions, the Company is seeking to amend the Net First Lien Leverage Ratio applicable for the incurrence of Incremental Loans and Other First Lien Debt secured by pari passu liens on the Collateral with the existing Credit Facilities, as detailed below The amendment will also include several other changes outlined below, to provide the Company enhanced flexibility to delever the balance sheet in the future and cushion to opportunistically refinance existing debt In consideration for the amendment, consenting RCF and TLB lenders will receive an amendment fee of 50 bps on their pro forma (for the contemplated Term Loan paydown) holdings Credit Agreement Amendment Summary (Requires Majority Vote of All Lenders) Current Credit Agreement Proposed Amendment Debt Incurrence First Lien Incurrence Capacity Incremental Loans and Other First Lien Debt permitted up to 2.35x Net First Lien Leverage Ratio Amend Net First Lien Leverage Ratio to 3.20x (vs. 2.80x actual today) Incremental Facility Existing dollar prong is set at $1,350mm (no capacity remaining as of March 12, 2019) Voluntary Prepayment Refresh Prong: None Increase dollar prong to $1,650mm, less any amounts already utilized under the dollar prong prior to the Closing Date of this Amendment (pro forma Incremental capacity of $300mm) Voluntary Prepayment Refresh Prong: Incremental capacity builds for voluntary prepayments of the term loan after the Closing Date of the Amendment, except to the extent funded with the proceeds of long-term debt Revolving Credit Facility Commitments $400mm of aggregate RCF commitments across two separate (but otherwise identical) facilities of $350mm and $50mm, respectively Consolidate $50mm RCF into the primary credit agreement, creating a single $400mm facility Restricted Payment Capacity Cumulative Credit Grower prong based on cumulative retained ECF Usage subject to 3.60x Total Net Leverage Ratio No change to grower prong, except reset cumulative retained ECF to $0mm Usage subject to 3.65x Total Net Leverage Ratio Post-IPO Basket 6% of IPO proceeds per annum (currently ~$85mm) Amend to $150mm per annum Scope of Redemptions & Prepayments of Debt Limitations apply to Junior Lien, Subordinated and Unsecured debt Amend to be applicable to Subordinated debt only Credit Agreement Amendment Summary (Requires Majority Vote of Revolving Lenders) Current Credit Agreement Proposed Amendment Financial Covenant Financial Covenant Currently set at 3.30x Net First Lien Leverage Ratio Amend to 4.60x Net First Lien Leverage Ratio

April 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Execution Timeline Date Event March 11th Announce Term Loan Amendment ADT FY 2018 Earnings Release March 12th Lender Call March 15th Consents Due at 12:00 PM ET Close Amendment March 2019 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Market Holiday Key Transaction Date

Q&A

EX-99.2

GAAP to Non-GAAP Reconciliations March 2019 Exhibit 99.2

GAAP to Non-GAAP Reconciliations Adjusted EBITDA, Adjusted EBITDA Margin, and Covenant Adjusted EBITDA (Pre-SAC):

GAAP to Non-GAAP Reconciliations Debt to Net Loss Ratio and Net Loss to Cash Interest Ratio: Leverage Ratios:

Non-GAAP Measures To provide investors with additional information in connection with our results as determined by generally accepted accounting principles in the United States (“GAAP”), we disclose Adjusted EBITDA, Adjusted EBITDA margin, Covenant Adjusted EBITDA (Pre-SAC), and various leverage ratios as non-GAAP measures. These measures are not financial measures calculated in accordance with GAAP, and should not be considered as a substitute for net income, operating income, cash flows, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Covenant Adjusted EBITDA (Pre-SAC) We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about certain non-cash items and about unusual items that we do not expect to continue at the same level in the future, as well as other items. Further, we believe Adjusted EBITDA provides a meaningful measure of operating profitability because we use it for evaluating our business performance, making budgeting decisions, and comparing our performance against that of other peer companies using similar measures. We use Covenant Adjusted EBITDA (Pre-SAC) as a supplemental measure of our performance and ability to service debt and incur additional debt. Covenant Adjusted EBTIDA (Pre-SAC) is also important in measuring certain other restriction imposed on Borrower and its subsidiaries such as their ability to make investments, distribute dividends, and pledge some or all of their assets. We define Adjusted EBITDA as net income or loss adjusted for (i) interest, (ii) taxes, (iii) depreciation and amortization, including depreciation of subscriber system assets and other fixed assets and amortization of dealer and other intangible assets, (iv) amortization of deferred costs and deferred revenue associated with subscriber acquisitions, (v) share-based compensation expense, (vi) purchase accounting adjustments under GAAP, (vii) merger, restructuring, integration, and other, (viii) goodwill impairment losses (ix) financing and consent fees, (x) foreign currency gains/losses, (xi) losses on extinguishment of debt, (xii) radio conversion costs, (xiii) management fees and other charges, and (xiv) other non-cash items. Covenant Adjusted EBITDA (Pre-SAC) also is adjusted for costs in our statement of operations associated with the acquisition of customers, net of revenue associated with the sale of equipment (Expensed Net SAC). There are material limitations to using Adjusted EBITDA and Covenant Adjusted EBITDA (Pre-SAC). Adjusted EBITDA and Covenant Adjusted EBITDA (Pre-SAC) do not take into account certain significant items, including depreciation and amortization, interest, taxes, and other adjustments which directly affect our net income or loss. These limitations are best addressed by considering the economic effects of the excluded items independently, and by considering Adjusted EBITDA and Covenant Adjusted EBITDA (Pre-SAC) in conjunction with net income or loss as calculated in accordance with GAAP. The Adjusted EBITDA discussion above is also applicable to its margin measure, which is calculated as Adjusted EBITDA as a percentage of monitoring and related services revenue. Leverage Ratios Leverage ratios include first lien net debt, secured net debt, and total net debt all as compared to Covenant Adjusted EBITDA (Pre-SAC). First lien net debt, secured net debt, and total net debt are calculated as first lien debt, secured debt, and total debt, respectively, less cash and cash equivalents. The Company also presents Covenant Adjusted EBITDA (Pre-SAC) to cash interest excluding the redemption of the Koch Preferred Securities. Cash interest excluding the redemption of the Koch Preferred Securities excludes amounts associated with the redemption of the Koch Preferred Securities on July 2, 2018. Leverage ratios are useful measures of the Company’s credit position and progress towards leverage targets. Refer to discussion on Adjusted EBITDA and Covenant Adjusted EBITDA (Pre-SAC) for a description of the differences between the most comparable GAAP measure. The calculation is limited in that the Company may not always be able to use cash to repay debt on a dollar-for-dollar basis. Finally, the leverage ratios discussed herein may be presented on a pro forma basis.