APi Group Corp
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
APG$42.73+0.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following financial statements, schedules and exhibits are filed as part of this Form 10-K:
(a)(1) Financial Statements – the consolidated financial statements and the reports of the Independent Registered Public Accounting firms are listed on pages 50 through 104.
(a)(2) Financial Statement Schedules – Schedule II – Valuation and Qualifying Accounts.
(a)(3) Exhibits including those incorporated by reference – The Exhibit Index below contains a list of exhibits filed or furnished with this Form 10-K.
Exhibit Index
| Incorporated by Reference(File No. 001-39275) | ||||
|---|---|---|---|---|
| ExhibitNumber | Description | Form | Exhibit Number | Period Covered or Date of Filing |
| Plans of Acquisition | ||||
| 2.1# | Stock Purchase Agreement by and between Carrier Global Corporation, Carrier Investments UK Limited, Chubb Limited and APi Group Corporation dated as of July 26, 2021 | Form 8-K | 2.1 | July 30, 2021 |
| 2.2# | Amendment to Stock Purchase Agreement by and between Carrier Global Corporation, Carrier Investments UK Limited, Chubb Limited and APi Group Corporation dated as of January 3, 2022 | Form 10-K | 2.4 | Year ended December 31, 2021 |
| Organizational Documents | ||||
| 3.1 | Certificate of Incorporation of APi Group Corporation | Form S-4(File No. 333-237553) | 3.1 | May 1, 2020 |
| 3.2 | Certificate of Designation of 5.5% Series B Perpetual Convertible Preferred Stock, effective as of January 3, 2021 | Form 8-K | 3.1 | January 3, 2022 |
| 3.3 | Bylaws of APi Group Corporation Certificate of Incorporation of APi Group Corporation | Form S-4(File No. 333-237553) | 3.2 | May 1, 2020 |
| Description of Securities and Indentures | ||||
| 4.1(b) | Indenture, dated as of June 22, 2021, by and among APi Group Corporation, the guarantors party thereto and Computershare Trust Company, N.A. | Form 8-K | 4.1 | June 22, 2021 |
| 4.1(c) | Supplemental Indenture, dated as of April 1, 2022, among APi Group DE, Inc., APi Group Corporation, the guarantors party thereto and Computershare Trust Company, N.A. | Form 8-K | 4.2 | April 1, 2022 |
| 4.1(d) | Form of 4.125% Senior Note due 2029 | Form 8-K | 4.1 | June 22, 2021 |
| 4.1(e) | Indenture, dated as of October 21, 2021, between APi Escrow Corp. and Computershare Trust Company, N.A. | Form 8-K | 4.1 | October 21, 2021 |
| 4.1(f) | Supplemental Indenture, dated as of January 3, 2022, among APi DE, the Company, the guaranteeing subsidiaries and Computershare Trust Company, N.A. | Form 8-K | 4.2 | January 3, 2022 |
| 4.1(g) | Form of 4.750% Senior Note due 2029 | Form 8-K | 4.1 | October 21, 2021 |
| Management Contract or Compensatory Plan or Arrangement | ||||
| 10.1(a)† | APi Group Corporation 2019 Equity Incentive Plan | Form S-8(File No. 333-238891) | 10.1 | June 3, 2020 |
| 10.1(b)† | Form of Restricted Stock Unit Agreement (Non-Employee Directors) – APi Group Corporation 2019 Equity Incentive Plan | Form S-4(File No. 333-237553) | 10.5 | May 1, 2020 |
| 10.1(c)† | Form of Restricted Stock Unit Agreement (Employees) – APi Group Corporation 2019 Equity Incentive Plan | Form S-4(File No. 333-237553) | 10.6 | May 1, 2020 |
| 10.1(d)† | Form of Restricted Stock Unit Agreement (Management – Time-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan. | Form 10-Q | 10.18 | Quarter ended March 31, 2021 |
| 10.1(e)† | Form of Restricted Stock Unit Agreement (Management – Performance-Based Vesting) – APi Group Corporation 2019 Equity Incentive Plan | Form 10-Q | 10.19 | Quarter ended March 31, 2021 |
| 10.2† | APi Group Corporation 2020 Employee Stock Purchase Plan | Form S-8(File No. 333-238890) | 10.1 | June 3, 2020 |
| 10.3† | APi Group, Inc. Profit Sharing & 401(k) Plan, as amended | Form S-8(File No. 333-254675) | 10.1 | March 25, 2021 |
| 10.4(a)† | Executive Employment Agreement, dated as of September 2, 2019, by and among APi Group, Inc., J2 Acquisition Limited and Russell Becker | Form S-4(File No. 333-237553) | 10.1 | May 1, 2020 |
| 10.4(b)† | Employment Agreement, dated September 1, 2021, by and between APi Group Corporation and Kevin Krumm | Form 8-K | 10.2 | September 8, 2021 |
| 10.4(c)† | Offer Letter, dated January 13, 2022, between APi Group Corporation and Kristina Morton | Form 10-K | 10.30 | Year ended December 31, 2022 |
| 10.4(d)† | Offer Letter, dated June 23, 2022, between APi Group Corporation and Louis Lambert | Form 10-K | 10.31 | Year ended December 31, 2022 |
| 10.5† | Form of Amended and Restated Director and Officer Indemnification Agreement | Form S-4(File No. 333-237553) | 10.7 | May 1, 2020 |
| 10.7† | Form of Option Deeds | Form S-4(File No. 333-237553) | 10.12 | May 1, 2020 |
| Financing and Credit Related Arrangements | ||||
|---|---|---|---|---|
| 10.8(a) | Credit Agreement, dated as of October 1, 2019, by and among APi Group DE, Inc., as borrower, J2 Acquisition Limited, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent | Form S-4(File No. 333-237553) | 10.8 | May 1, 2020 |
| 10.8(b) | Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, by and among APi Group DE, Inc., as borrower, APi Group Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent | Form 10-Q | 10.14 | Quarter ended September 30, 2020 |
| 10.8(c) | Amendment No. 2, dated December 16, 2021, among APi Group DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and Citibank, N.A. as administrative agent and collateral agent | Form 8-K | 10.1 | December 20, 2021 |
| 10.8(d) | Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, by and among APi Group DE, Inc., as borrower, APi Group Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent | Form 10-Q | 10.24 | Quarter ended June 30, 2023 |
| 10.8(e) | Amendment No. 4, dated October 11, 2023, among APi DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and Citibank, N.A. as administrative agent and collateral agent | Form 8-K | 10.1 | October 13, 2023 |
| 10.8(f) | Amendment No. 5, dated February 28, 2024, APi DE, Inc., APi Group Corporation, the subsidiary guarantors from time to time party thereto, Citibank, N.A. as administrative agent and collateral agent, Juno Lower Holdings L.P., FD Juno Holdings L.P., Viking Global Equities Master Ltd. and Viking Global Equities II LP. | Form 8-K | 10.2 | February 28, 2024 |
| 10.8(g) | Pledge and Security Agreement, dated as of October 1, 2019, by and among APi Group DE, Inc., as borrower, J2 Acquisition Limited, the grantors from time to time party thereto, and Citibank, N.A., as administrative agent and as collateral agent | Form S-4(File No. 333-237553) | 10.9 | May 1, 2020 |
| 10.9 | 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, 2021 | Form 8-K | 10.1 | July 30, 2021 |
| 10.10 | Securities Purchase Agreement by and among APi Group Corporation, Viking Global Equities Master Ltd. and Viking Global Equities II LP dated as of July 26, 2021 | Form 8-K | 10.2 | July 30, 2021 |
| 10.11 | Conversion and Repurchase Agreement, dated February 28, 2024, by and among APi Group Corporation, Juno Lower Holdings L.P., FD Juno Holdings L.P., Viking Global Equities Master Ltd. and Viking Global Equities II LP. | Form 8-K | 10.1 | February 28, 2024 |
| Other Agreement | ||||
|---|---|---|---|---|
| 10.12(a) | Registration Rights Agreement, dated March 24, 2020, by and between APi Group Corporation and Viking Global Opportunities Liquid Portfolio Sub-Master LP | Form S-4(File No. 333-237553) | 10.13 | May 1, 2020 |
| 10.12(b) | Registration Rights Agreement, dated January 3, 2022, by and among APi Group Corporation, Juno Lower Holdings L.P. and FD Juno Holdings L.P. | Form 8-K | 10.4 | January 3, 2022 |
| 10.12(c) | Registration Rights Agreement, dated January 3, 2022, by and among APi Group Corporation, Viking Global Equities Master Ltd. and Viking Global Equities II LP | Form 8-K | 10.5 | January 3, 2022 |
| 10.13 | Advisory Services Agreement, dated October 1, 2019, by and between APi Group Corporation and Mariposa Capital, LLC | Form S-4(File No. 333-237553) | 10.10 | May 1, 2020 |
| Other Exhibits | ||||
| 21.1* | List of subsidiaries of the registrant. | |||
| 23.1* | Consent of KPMG LLP. | |||
| 31.1* | Certification by Russell Becker, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification by Kevin Krumm, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1** | Certification by Russell Becker, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2** | Certification by Kevin Krumm, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 95.1* | Mine Safety Disclosures |
|---|---|
| 97.1* | APi Group Corporation Executive Officer Clawback Policy |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
The schedules to these agreements have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a copy of any schedule omitted from the agreements to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.