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-APi Group Corporation Acquires Chubb Fire & Security Business for $ 3.1 Billion-

NEW BRIGHTON, Minn .– (BUSINESS WIRE) – APi Group Corporation (the “Company”) (NYSE: APG) is pleased to announce that it has entered into a definitive agreement to acquire the Chubb Fire & Security Business (“Chubb”) from Carrier Global Corporation (NYSE: CARR .) for an enterprise value of $ 3.1 billion, comprised of $ 2.9 billion in cash and approximately $ 200 million in assumed liabilities and other adjustments.

Chubb is headquartered in the United Kingdom, employs approximately 13,000 people worldwide and has a sales and service network in 17 countries serving more than 1.5 million customer locations in Europe, Asia Pacific and Canada. The company is a globally recognized provider of fire protection and security and offers its customers comprehensive and reliable services from planning and installation to monitoring and ongoing maintenance.

Russ Becker, President and Chief Executive Officer of APi, said, “This is a very exciting day in the history of APi. We spent a lot of time evaluating various transformative opportunities as well as more traditional acquisitions. With the Chubb acquisition, we see tremendous opportunities for accelerated organic growth and margin expansion on our combined platform. There is also a significant opportunity to capitalize on Chubb’s 200+ year history in providing regulatory and route-based services through its internationally recognized brand. We look forward to announcing additional details during our conference call today at 9:00 am Eastern Time and welcoming Chubb’s 13,000 employees to our family of companies. ”

Sir Martin E. Franklin, Co-Chairman of APi, commented, “The acquisition of Chubb will make APi the world’s leading provider of life safety services. We believe that the transaction will be very profitable with significant synergy opportunities. Together, the company can act faster and more efficiently and use the know-how and skills of our total of 26,000 committed and talented employees worldwide. ”

APi Co-Chair James E. Lillie added, “This acquisition meets all of our key strategic investment criteria outlined above. Chubb has a history of strong free cash flow generation, is a leader in its niche markets, and has an experienced executive team. The acquisition strengthens our strategic platform and expands our geographic reach as the combined company will occupy market-leading positions in key regions. It is important that over 50% of our sales will be service-based with meaningful, legally required, recurring sales. We believe there is significant future value creation potential through both organic growth opportunities and continuous incremental transformation and bolt-on M&A.

We are excited to welcome a combined investment of $ 800 million in perpetual preferred stock of Blackstone and Viking Global Investors. Blackstone has a significant global real estate portfolio that we, as our partner, expect to provide the combined company with the ability to develop new client relationships in multiple markets. ”

David Blitzer, Global Head of Blackstone Tactical Opportunities, said, “We are excited to partner with the APi team and invest in this highly strategic transaction. We believe that the combined companies are well positioned for long-term success and look forward to supporting their vision of creating a global leader. ”

For the last twelve months ended March 31, 2021, Chubb had sales of approximately $ 2.2 billion and Adjusted EBITDA of approximately $ 213 million. The transaction is expected to close towards the end of 2021 and is subject to a consultation process and customary regulatory approvals. It is funded through a combination of cash, perpetual preferred equity funding, and debt.

advisor

Citi and RBC Capital Markets acted as M&A advisors. Barclays and Citi provided committed funding. Greenberg Traurig acted as M&A legal advisor. Kane Kessler acted as legal advisor for the debt financing.

telephone conference

APi will host a webcast / dial-in conference call on Tuesday, July 27, 2021 at 9:00 a.m. Eastern Time to discuss the transaction. Participants in the conference call include Russ Becker, President and Chief Executive Officer; and James E. Lillie and Sir Martin E. Franklin, co-chairs.

To listen to the call over the phone, please dial 866-342-8591 or 203-518-9713 and provide the conference ID 4569931. You can also webcast and watch the presentation (live or replay) by accessing the following URL:

https://event.on24.com/wcc/r/33400023/3216F7475A543B51AE86E83BF67F8B75

A recording of the call will be available shortly after the live call / webcast is complete by calling 800-934-3033 or 402-220-1144 or via the webcast link above.

Via API:

APi is a market-leading company service provider for security, special and industrial services at over 200 locations worldwide. APi offers statutory and other contractually agreed services to a strong base of long-standing customers from all industries. We have a successful leadership culture that is driven by entrepreneurial executives in order to offer our customers innovative solutions. More information is available at www.apigroupcorp.com.

Forward-Looking Statements and Disclaimers

Certain statements in this press release are forward-looking statements based on APi Group Corporation (the “Company”) ‘s expectations, intentions and projections about future company performance, expected events or trends, and other matters that are not historical facts . These forward-looking statements include, among other things, statements about (i) estimates and projections of financial and performance measures; (ii) expectations regarding market opportunities and market shares; (iii) potential benefits of the Chubb Transaction, including the global expansion of the Company’s business, cross-sell and cost synergies, positive impact on the Company’s service mix, and organic growth and margin opportunities; and (iv) expectations regarding the terms and timing of the proposed transaction. 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 in such forward-looking statements, including: (i) economic ones Conditions, competition, and other risks that could affect the company’s future performance, including the impact of the COVID-19 pandemic on the company’s business, markets, supply chain, customers and workforce, credit and Financial markets, the alignment of expenditure and income, and the world economy in general; (ii) the parties’ inability to complete the Transaction successfully or in a timely manner; (iii) failure to achieve the expected benefits of the Transaction; (iv) changes in any applicable law or regulation; (v) the possibility that the company may be adversely affected by other economic, business and / or competitive factors; and (v) other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Given these risks and uncertainties, potential 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, unless required by law, the company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or otherwise.

Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as EBITDA, Adjusted EBITDA, and Adjusted EPS, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Management of the company believes that these non-GAAP financial metrics and the information they provide will be useful to investors because these metrics (a) allow investors to view the company’s performance using the same tools that management uses to evaluate the company’s past performance and future prospects; and (b) enable investors to compare the company with its peers, many of whom present investors with similar non-GAAP financial metrics.

While the company believes these non-GAAP measures are useful in assessing the company’s performance, this information should be viewed as a supplement, and not as a substitute for or superiority to, related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures used by other companies.

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