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) February 21, 2023

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 2.02 Results of Operations and Financial Condition.

On February 21, 2023, APi Group Corporation (the “Company”) issued a press release announcing certain preliminary results for its fiscal year ended December 31, 2022 in advance of the Company’s participation in Citi’s 2023 Global Industrials Tech and Mobility Conference on Tuesday, February 21, 2023 and the Barclays Industrial Select Conference on Wednesday, February 22, 2023. A copy of the press release is furnished as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure.

In addition to announcing these preliminary results, the Company also announced its full year 2023 guidance for net revenues, including growth on an organic basis, adjusted EBITDA and net leverage ratio.

The information furnished under Items 2.02 and 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

The following exhibit is being furnished as part of this Current Report on Form 8-K.

Exhibit     No.	Description
99.1	Press release issued by APi Group Corporation on February 21, 2023.
104.1	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: February 21, 2023

EX-99.1

Exhibit 99.1

-APi Group Provides Preliminary Year-End 2022 Results-

-Provides Initial Net Revenues and Adjusted EBITDA Guidance for 2023-

New Brighton, Minnesota – February 21, 2023 – APi Group Corporation (NYSE: APG) (“APG”, “APi” or the “Company”) today provided preliminary year-end 2022 results and initial net revenues and adjusted EBITDA guidance for 2023. The Company is participating in a fireside chat during Citi’s 2023 Global Industrial Tech and Mobility Conference today at 2:40 p.m. ET and at the Barclays Industrial Select Conference on Wednesday, February 22, 2023 at 2:25 p.m. ET and may discuss these items while at the conferences.

Financial Update

While the Company will not be discussing actual results until its scheduled earnings release on February 28, 2023, the Company is expected to indicate at the investor conferences that net revenues, adjusted EBITDA and adjusted free cash flow for 2022 will be at the higher end of the guidance range provided on November 3, 2022.

Russ Becker, APi’s President and Chief Executive Officer stated: “2022 was another year of record financial results for APi. Our continued ability to deliver on our commitments is a testament to the resiliency of our leaders and the benefits of our relentless focus on growing high margin, inspection, service and monitoring revenue combined with our ability to mitigate margin pressures through pricing initiatives, disciplined cost controls and operational improvements to offset macro headwinds such as the COVID-19 pandemic, supply chain disruptions, inflation and foreign exchange rates. Additionally, our strong free cash flow generation has allowed APi to finish the year with a net debt to adjusted EBITDA ratio of less than 3.3x (calculated pursuant to terms of existing debt agreements) and last month gave us the opportunity to further reduce Term Loan debt by $200 million as announced on January 12, 2023.

As we look ahead to 2023, we are excited to continue our efforts to build a global and coordinated inspection sales force to drive our go-to-market strategy of selling inspection work first which we believe will lead to further service revenue growth and ultimately drive margin expansion. While we do not know if we are headed into a recession, we believe that the statutorily-driven demand for our services and the diversity of the end markets we serve provide predictable, recurring revenue opportunities and help to build a protective moat around the business. Our backlog remains strong. We believe that net revenues for 2023 will range between $6,800 to $6,950 million, representing growth in net revenues on an organic basis in line with our historical performance.

For 2023 adjusted EBITDA, we expect to deliver between $735 to $775 million as margins are expected to expand again this year. We remain confident in achieving our goal of 13%+ adjusted EBITDA margin by 2025 through an improved mix of inspection, service and monitoring revenue, procurement savings, value capture opportunities and leveraging our global scale. In addition, we remain laser focused on cash generation and deleveraging at approximately one turn annually as we move towards our stated target net leverage ratio of 2.0 to 2.5x, which we expect to achieve near year-end 2023. We look forward to providing more detail on our 2022 performance as well as our outlook for 2023 on our earnings call on February 28, 2023.”

Upcoming Conferences

APi will participate in fireside chats during Citi’s 2023 Global Industrial Tech and Mobility Conference on Tuesday, February 21, 2023 at 2:40 p.m. ET and the Barclays 2023 Industrial Select Conference on Wednesday, February 22, 2023 at 2:25 p.m. ET. The presentation materials along with a live webcast link and archived replay will be available in the “Events” area on the 2 Investor Relations page of APi’s website at www.apigroupcorp.com. Interested parties should check the Company’s website for any schedule updates or time changes.

About APi:

APi is a global, market-leading business services provider of life safety, security and specialty services with a substantial recurring revenue base and over 500 locations worldwide. 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

Forward-Looking Statements and Disclaimers

Certain statements in this press release and related comments made by management may be considered forward-looking statements within the meaning of the U.S federal securities laws. Forward-looking statements are any statements other than statements of historical fact and represent our current judgment about possible future events. In some cases, you can identify forward-looking statements by terms including “expect”, “anticipate”, “project”, “will”, “should”, “believe”, “intend”, “plan”, “estimate”, “potential”, “target”, “would”, and similar expressions, although not all forward-looking statements contain these identifying terms. While we believe these statements are reasonable, they 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, inflation, or currency impacts, (ii) the ability to recognize the anticipated benefits of the Company’s acquisitions, including anticipated cost savings from the Chubb acquisition, and (iii) those risks and uncertainties discussed in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, 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.

XML

Document and Entity Information	Feb. 21, 2023
Cover [Abstract]
Entity Registrant Name	APi Group Corp
Amendment Flag	false
Entity Central Index Key	0001796209
Document Type	8-K
Document Period End Date	Feb. 21, 2023
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