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): December 15, 2021

APi Group Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-39275	98-1510303
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 Old Highway 8 NW New Brighton, MN	55112
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 636-4320

(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 $0.0001 per share	APG	The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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.

On December 15, 2021, APi Group Corporation (the “Company”) issued a press release announcing an update to its full year guidance for 2021 and its expected timing for providing initial guidance for 2022. The press release also provides an update on the Company’s planned acquisition of the Chubb fire and security business. A copy of the press release is furnished as Exhibit 99.1.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release issued by APi Group Corporation on December 15, 2021.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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

API GROUP CORPORATION
By:	/s/ Kevin S. Krumm
	Name: Kevin S. Krumm
	Title:   Chief Financial Officer

Date: December 15, 2021

EX-99.1

Exhibit 99.1

APi Group Provides Update on Full Year Guidance for 2021

-Net revenues for 2021 now expected to be at least $3.8 billion, up from prior guidance of $3.65 to $3.75 billion-

-Acquisition of Chubb fire and security business on track to close in early January-

-Company to provide initial guidance for 2022 in February 2022-

New Brighton, Minnesota – December 15, 2021 – APi Group Corporation (NYSE: APG) (“APG”, “APi” or the “Company”) today provided an update on its full year guidance for 2021. The Company also provided an update on its planned acquisition of the Chubb fire and security business (“Chubb”) and timing for providing initial guidance for 2022.

Russ Becker, APi’s President and Chief Executive Officer stated: “As we discussed on our third quarter earnings call on November 10, 2021, our expectation of the revenue momentum in the third quarter continuing into the fourth quarter has materialized and is positioning us well for continued growth in 2022. Demand in the fourth quarter is tracking ahead of prior expectations in our core business segments of Safety and Specialty Services. With this demand, we now expect 2021 net revenues to be at least $3.8 billion, up from prior guidance of $3.65 to $3.75 billion. We remain confident in our previously communicated adjusted EBITDA guidance for 2021 of $405 million despite ongoing temporary supply chain disruptions and inflationary cost pressure we have seen in the industry and expect to continue into next year.

As discussed on our last earnings call, while our business is not immune to what is occurring in the marketplace, fortunately we have more tools to mitigate these issues than some businesses that have longer contract durations than ours and have more exposure to inflation. The short-term nature and small average size of less than $100,000 of our projects are competitive advantages which allow us to stay focused on real-time pricing and operational efficiency to ensure true costs are reflected in projects we take on. Chubb has a similar business profile, and we believe it will enhance our overall position rather than detract from it.

I am excited about the opportunities in front of us. Our record backlog continues to build and provides us with a solid foundation heading into next year. We look forward to reporting on our progress as we move towards closing on the acquisition of Chubb, which we expect to close in early January, and expect to provide initial guidance for 2022 in February.”

About APi:

APi is a market-leading business services provider of safety, specialty and industrial services in over 200 locations in North America and Europe. APi provides statutorily mandated and other contracted services to a strong base of long-standing customers across industries. We have a winning leadership culture driven by entrepreneurial business leaders to deliver innovative solutions for our customers. More information can be found at www.apigroupcorp.com.

Investor Relations Inquiries:

Olivia Walton

Vice President of Investor Relations

Tel: +1 651-604-2773

Email: investorrelations@apigroupinc.us

Media Contact:

Liz Cohen

Kekst CNC

Tel: +1 212-521-4845

Email: Liz.Cohen@kekstcnc.com

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Forward-Looking Statements and Disclaimers

Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding: (i) the Company’s updated full-year guidance for 2021, including adjusted net revenues and adjusted EBITDA, and the assumptions it made and the drivers contributing to its updated guidance; (ii) the timing for the Company’s release of its initial 2022 guidance; (iii) the Company’s continued growth in 2022 and the drivers of that growth; (iv) the impact of the Company’s backlog and continued demand on future results; (v) the expected benefits of the acquisition of the Chubb fire and security business and the anticipated timing for closing of the acquisition; and (vi) the Company’s ability to successfully manage supply chain disruptions and inflationary cost pressures, including through the Company’s strategies, competitive advantages and business model, and the expected continuation of such disruptions and pressures into 2022. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic conditions, competition and other risks that may affect the Company’s future performance, including the impacts of the COVID-19 pandemic on the Company’s business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) the inability of the Company to successfully or timely consummate the acquisition of the Chubb fire and security business; (iii) failure to realize the anticipated benefits of the acquisition of the Chubb fire and security business; (iv) changes in applicable laws or regulations; (v) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (vi) other risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Document and Entity Information	Dec. 15, 2021
Cover [Abstract]
Entity Registrant Name	APi Group Corp
Amendment Flag	false
Entity Central Index Key	0001796209
Document Type	8-K
Document Period End Date	Dec. 15, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-39275
Entity Tax Identification Number	98-1510303
Entity Address, Address Line One	1100 Old Highway 8 NW
Entity Address, City or Town	New Brighton
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55112
City Area Code	(651)
Local Phone Number	636-4320
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	APG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false