APi Group Corporation 10,569,106 Shares Common Stock ($0.0001 par value) Underwriting AgreementAPi Group Corp • March 5th, 2024 • Construction - special trade contractors • New York
This letter is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between APi Group Corporation, a Delaware corporation (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.0001 par value (the “Common Stock”), of the Company (the “Offering”).
CREDIT AGREEMENT dated as of October 1, 2019 by and among API GROUP DE, INC., as the Initial Borrower, J2 ACQUISITION LIMITED, as Holdings, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO, and...Credit Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial Borrower”), a Delaware corporation, J2 Acquisition Limited (“Holdings”), a company limited by shares incorporated in the British Virgin Islands, the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
PLEDGE AND SECURITY AGREEMENT made by API GROUP DE, INC., J2 ACQUISITION LIMITED and THE GRANTORS FROM TIME TO TIME PARTY HERETO in favor of CITIBANK, N.A., as Collateral Agent dated as of October 1, 2019Pledge and Security Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
PLEDGE AND SECURITY AGREEMENT, dated as of October 1, 2019, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein (other than the Collateral Agent (as defined below)), the “Grantors”) in favor of CITIBANK, N.A., as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of October 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among API GROUP DE, INC., a Delaware corporation, as the Initial Borrower, J2 ACQUISITION LIMITED, a company limited by shares incorporated in the British Virgin Islands, as Holdings, the Lenders party thereto and CITIBANK, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as Co
API GROUP DE, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.125% SENIOR NOTES DUE 2029 INDENTURE Dated as of June 22, 2021 Computershare Trust Company, N.A., as TrusteeIndenture • June 22nd, 2021 • APi Group Corp • Construction - special trade contractors • New York
INDENTURE dated as of June 22, 2021 among APi Group DE, Inc., a Delaware corporation, the Guarantors (as defined below), and Computershare Trust Company, N.A. as Trustee.
SECURITIES PURCHASE AGREEMENT BY AND AMONG API GROUP CORPORATION, BTO JUNO HOLDINGS L.P. AND BLACKSTONE TACTICAL OPPORTUNITIES FUND – FD L.P. Dated as of July 26, 2021Securities Purchase Agreement • July 30th, 2021 • APi Group Corp • Construction - special trade contractors • Delaware
This SECURITIES PURCHASE AGREEMENT dated as of July 26, 2021 (this “Agreement”) is by and among APi Group Corporation, a Delaware corporation (the “Company”), and BTO Juno Holdings L.P., a Delaware limited partnership, and Blackstone Tactical Opportunities Fund – FD L.P., a Delaware limited partnership (collectively, the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • APi Group Corp • Construction - special trade contractors • New York
This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial Borrower”), a Delaware corporation, APi Group Corporation, a Delaware corporation (“Holdings”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
APi GROUP Corporation 2019 EQUITY INCENTIVE PLAN Restricted STOCK unit AGREEMENT FOR [Name]Restricted Stock Unit Agreement • May 12th, 2021 • APi Group Corp • Construction - special trade contractors • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2020 • APi Group Corp • Construction - special trade contractors • New York
This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial Borrower”), a Delaware corporation, J2 Acquisition LimitedAPi Group Corporation, a Delaware corporation (“Holdings”), a company limited by shares incorporated in the British Virgin Islands, the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG API GROUP CORPORATION, JUNO LOWER HOLDINGS L.P. AND FD JUNO HOLDINGS L.P. Dated as of January 3, 2022Registration Rights Agreement • January 3rd, 2022 • APi Group Corp • Construction - special trade contractors • Delaware
This Agreement is entered into in connection with the closing of the issuance of 600,000 shares of the Series B Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of July 26, 2021, by and among the Company, Blackstone Juno Holdings L.P. (f/k/a BTO Juno Holdings L.P.), and Blackstone Tactical Opportunities Fund – FD L.P. (the “Securities Purchase Agreement”).
J2 ACQUISITION LIMITED and THE DIRECTORS OF J2 ACQUISITION LIMITED and IAN G.H. ASHKEN and MARIPOSA ACQUISITION IV, LLC and CITIGROUP GLOBAL MARKETS LIMITED and UBS LIMITED PLACING AGREEMENTAgreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors
APi Group Corporation 11,000,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementExecution Version • April 19th, 2024 • APi Group Corp • Services-to dwellings & other buildings • New York
STOCK PURCHASE AGREEMENT by and among CARRIER GLOBAL CORPORATION CARRIER INVESTMENTS UK LIMITED CHUBB LIMITED and API GROUP CORPORATION Dated as of July 26, 2021Stock Purchase Agreement • July 30th, 2021 • APi Group Corp • Construction - special trade contractors • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 26, 2021, is by and among Carrier Global Corporation, a Delaware corporation (“Parent”), Carrier Investments UK Limited, a UK limited company (the “Seller”), Chubb Limited, a UK limited company (the “Company”), and APi Group Corporation, a Delaware corporation (“Purchaser”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This ADVISORY SERVICES AGREEMENT (this “Agreement”), dated and effective as of October 1, 2019 (the “Effective Date”), is entered into by and between APi Group Corporation (f/k/a J2 Acquisition Limited) (the “Company”), and Mariposa Capital, LLC, a Delaware limited liability company (“Advisor”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • October 13th, 2023 • APi Group Corp • Construction - special trade contractors • New York
This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial Borrower”), a Delaware corporation, APi Group Corporation, a Delaware corporation (“Holdings”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
AMENDMENT NUMBER ONE TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This AMENDMENT NUMBER ONE (this “Amendment”) is entered into as of October 1, 2019, by and among J2 Acquisition Limited, a company incorporated in the British Virgin Islands (“Buyer”), APi Group, Inc., a Minnesota corporation (the “Company”), the shareholders of the Company, all of whom are listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”), Lee R. Anderson, Sr. and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholder Representative pursuant to the terms of Section 10.13 of the Business Combination Agreement, dated as of September 2, 2019, by and among such parties (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
BUSINESS COMBINATION AGREEMENT by and among J2 ACQUISITION LIMITED, APi GROUP, INC, THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO, LEE R. ANDERSON, SR. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SHAREHOLDER REPRESENTATIVE Dated as of...Business Combination Agreement • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • New York
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is entered into as of September 2, 2019, by and among J2 Acquisition Limited, a company incorporated in the British Virgin Islands (“Buyer”), APi Group, Inc., a Minnesota corporation (the “Company”), the shareholders of the Company, all of whom are listed on the signature pages hereto (each, a “Shareholder” and collectively, the “Shareholders”), Lee R. Anderson, Sr. and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholder Representative pursuant to the terms of Section 10.13 of this Agreement. Certain capitalized terms used in this Agreement are defined in Article 11 of this Agreement.
FIRST SUPPLEMENTAL INDENTUREIntercreditor Agreement • April 1st, 2022 • APi Group Corp • Construction - special trade contractors • New York
INDENTURE dated as of June 22, 2021 among APi Group DE, Inc., a Delaware corporation, the Guarantors (as defined below), and Computershare Trust Company, N.A. as Trustee.
CONVERSION AND REPURCHASE AGREEMENTConversion and Repurchase Agreement • February 28th, 2024 • APi Group Corp • Construction - special trade contractors • Delaware
This CONVERSION AND REPURCHASE AGREEMENT (together with the annexes hereto, as amended, this “Agreement”) is entered into as of February 28, 2024 (the “Effective Date”), by and among APi Group Corporation, a Delaware corporation (the “Company”), Juno Lower Holdings L.P., a Delaware limited partnership (“Juno Lower Holdings”), FD Juno Holdings L.P., a Delaware limited partnership (“FD Juno Holdings”, and together with Juno Lower Holdings, the “Blackstone Parties”), Viking Global Equities Master Ltd., a Cayman Islands exempted company (“VGEM”), and Viking Global Equities II LP, a Delaware limited partnership (“VGE II”, and collectively with VGEM, the “Viking Parties” and collectively with the Blackstone Parties, the “Series B Holders” and each, a “Series B Holder”). The Company and the Series B Holders are collectively referred to in this Agreement as the “Parties” and each, as a “Party.”
AMENDED AND RESTATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors • Delaware
This AMENDED AND RESTATED DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”), is made and entered into effective this ____ day of ___________, 2019, by and between APi Group Corporation (formerly known as J2 Acquisition Limited), a company incorporated in the British Virgin Islands (together with its successors and assigns, the “Company”), and _____________ (“Indemnitee”).
PERSONAL AND CONFIDENTIAL September 2, 2019 Paul Grunau RE: Terms of Employment Dear Paul:Personal and Confidential • December 23rd, 2019 • APi Group Corp • Construction - special trade contractors
As you know, J2 Acquisition Limited (“J2”) is entering into an agreement (the “Transaction Agreement”) to acquire all of the outstanding common stock of APi Group, Inc. (“APi”). At the closing of the transaction, APi will become a wholly-owned subsidiary of J2. On behalf of J2 and APi, we are pleased to confirm that your current employment with APi or one of its subsidiaries (your “Employer”) will continue following the completion of the transaction, subject to the terms and conditions set forth in this letter agreement (this “Agreement”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2022 • APi Group Corp • Construction - special trade contractors
This AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 3, 2022 (the “Amendment Date”), is made by and among Carrier Global Corporation, a Delaware corporation (“Parent”), Carrier Investments UK Limited, a UK limited company (the “Seller”), Chubb Limited, a UK limited company (the “Company”), and APi Group Corporation, a Delaware corporation (“Purchaser”).
APi Escrow Corp. (to be merged with and into APi Group DE, Inc.) Purchase AgreementStock Purchase Agreement • November 10th, 2021 • APi Group Corp • Construction - special trade contractors • New York
The Notes are being issued in connection with the proposed acquisition (the “Acquisition”) of Chubb Limited (“Chubb” and, together with its subsidiaries, “Chubb Entities”) pursuant to the Stock Purchase Agreement, dated as of July 26, 2021 (the “Stock Purchase Agreement”), by and among Carrier Global Corporation, Carrier Investments UK Limited, Chubb Limited and APi Group Corporation, the parent of the Company (“Holdings”). Pursuant to the Stock Purchase Agreement, Holdings will acquire the Chubb Entities and, following the Acquisition, (the date of the Acquisition, the “Acquisition Date”), (x) Chubb will be a direct or
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 3rd, 2022 • APi Group Corp • Construction - special trade contractors • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of January 3, 2022 (this “Supplemental Indenture”), is entered into by and among APi Group DE, Inc., a Delaware corporation (“APi DE” or the “Issuer”), APi Group Corporation, a Delaware corporation (“Holdings”), the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”) and Computershare Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
Re: Registration Rights AgreementDefined Terms • April 2nd, 2020 • APi Group Corp • Construction - special trade contractors • Delaware
Each Holder of securities of APi Group Corporation, a company incorporated with limited liability under the laws of the British Virgin Islands (the “Company”), and the Company have agreed to the following terms, conditions and provisions of this Registration Rights Agreement (this “Agreement”) with respect to all Registrable Shares (as defined on Annex A hereto) held by such Holder. Upon the Re-domiciliation (as defined in Annex A hereto), each Ordinary Share (as defined in Annex A hereto) will be converted into Common Stock (as defined on Annex A hereto). “Holder” shall refer to (i) each holder of Ordinary Shares listed on Schedule I attached hereto (which such shares will convert into Common Stock upon the Re-domiciliation) and (ii) any transferee of such Holder that becomes a party to this Agreement, provided that such transferee (x) is an Affiliate of the Holder at the time of the transfer or (y) acquires 10% or more of the Company’s outstanding shares of Common Stock in such trans
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 19th, 2021 • APi Group Corp • Construction - special trade contractors • Minnesota
By this Executive Severance Agreement (hereinafter “Agreement”), APi Group, Inc. (the “Company”) and Julius Chepey, inclusive of his heirs, executors, administrators, successors, and assigns (collectively referred to herein as the “Executive”) (collectively, the “Parties”), agree as follows:
Purchase AgreementAPi Group Corp • August 11th, 2021 • Construction - special trade contractors • New York
APi Group DE, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) is acting as representative, $350,000,000 principal amount of its 4.125% Senior Notes due 2029 (the “Notes”). The Securities (as defined below) are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date, among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee (the “Trustee”). To the extent there are no additional parties listed on Schedule I other than you, the term Representative as used herein shall mean you as the Initial Purchasers, and the terms Representative and Initial Purchasers shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include t
APi GROUP Corporation 2019 EQUITY INCENTIVE PLAN PERFORMANCE-BASED Restricted STOCK unit AGREEMENT FOR [name]Restricted Stock Unit Agreement • May 12th, 2021 • APi Group Corp • Construction - special trade contractors
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2024 • APi Group Corp • Construction - special trade contractors • New York
This AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of February 28, 2024 (together with the schedule hereto, this “Amendment”), is entered into by and among APi Group DE, Inc., a Delaware corporation (the “Borrower”), APi Group Corporation, a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower party hereto, Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”; collectively, the “Agent”), and the 2024 Incremental Term Loan Lenders (as defined below) party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement (as defined below).
September 7, 2021APi Group Corp • September 8th, 2021 • Construction - special trade contractors • Delaware
The purpose of this separation agreement (the “Separation Agreement”) is to memorialize the terms and conditions of the termination of your employment with APi Group, Inc. (the “Company”), APi Group Corporation, the parent of the Company (“Parent”) and their subsidiaries and affiliates (together with the Company and Parent collectively, the “Company Group”), as well as that certain Employment Agreement, dated September 2, 2019, by and among you, the Company and Parent (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Employment Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 8th, 2021 • APi Group Corp • Construction - special trade contractors • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day of September 2021 (the “Effective Date”) by and between APi Group, Inc., a Minnesota Corporation (“APi”), APi Group Corporation (“Company”) and Kevin S. Krumm (“Executive”).
