−Removed: In addition to the risk factors disclosed in the section entitled “Risk Factors” of our Form 10-K, we have identified the following risks related to the Chubb acquisition:
+Added: In addition to the risk factors disclosed in the section entitled “Risk Factors”
+Added: of our Form 10-K, we have identified the following risks related to the Chubb acquisition:
Our ability to complete the acquisition of Chubb is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the acquisition not to be completed.
−Removed: On July 26, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Carrier Global Corporation (“Carrier”), Carrier Investments UK Limited and Chubb Limited (“Chubb”).
−Removed: Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, we agreed to acquire the Chubb fire and security business through the acquisition of Chubb (the “Acquisition”).
+Added: On July 26, 2021, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Carrier Global Corporation (“Carrier”), Carrier Investments UK Limited and Chubb Limited (“Chubb”).
+Added: Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, we agreed to acquire the Chubb fire and security business through the acquisition of Chubb (the “Acquisition”).
The Acquisition is subject to a number of conditions to closing as specified in the Purchase Agreement.
17 unchanged sentences
We will need to pay some of these costs regardless of whether the Acquisition is completed.
−Removed: Mine Safety Disclosures
+Added: The Chubb business, we and any other relevant person is exposed to risks in connection with the funding of Chubb's pension commitments.
+Added: The Chubb business operates two defined benefit pension plans in the United Kingdom, which plans are closed to new members and future benefit accrual, as well as plans in Ireland and Australia.
+Added: These plans are financed predominantly through externally invested pension plan assets via externally managed funds and insurance companies, which investments are subject to market, interest rate and inflation risks.
+Added: If these investments do not perform well or are not managed properly and their values decline significantly, it could result in a substantial coverage shortfall for these pension obligations and therefore significantly increase the net pension obligations of the Chubb business, which could adversely affect our financial condition.
+Added: The Pensions Regulator in the United Kingdom has the statutory power to require additional funding or other financial support to be put in place for either Chubb defined benefit pension plan in the United Kingdom which, if exercised, could result in significant liabilities arising for the Chubb business and/or us.
+Added: In addition, the Pensions Regulator in the United Kingdom has recently been given additional statutory powers which could result in the imposition of criminal sanctions on the Chubb business and/or us or any other person in relation to either Chubb defined benefit pension plan in the United Kingdom.
+Added: The UK Pensions Regulator would need to satisfy a number of statutory tests in order to exercise its powers successfully.
+Added: Mine Saf ety Disclosures
Information regarding mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report.
Description of Exhibits
−Removed: Purchase Agreement for 4.125% Senior Notes due 2029.
+Added: Purchase Agreement, dated October 6, 2021, by and among APi Escrow Corp., and Citigroup Global Markets Inc.
+Added: and Barclays Capital Inc., as representatives of the initial purchasers, for 4.750% Senior Notes due 2029.
Certification by Russell A.
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.
−Removed: Certification by Thomas A.
−Removed: Lydon, 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.
+Added: Certification by Kevin S.
+Added: 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.
Certifications by Russell A.
−Removed: Becker, Chief Executive Officer, and Thomas A.
−Removed: Lydon, Chief Financial Officer, pursuant to 18 U.S.C.
+Added: Becker, Chief Executive Officer, and Kevin S.
+Added: 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.
Mine Safety Disclosures.
−Removed: XBRL Instance Document.
−Removed: XBRL Taxonomy Extension Schema Document.
−Removed: XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Inline XBRL Instance Document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
2 unchanged sentences
APi GROUP CORPORATION
−Removed: August 11, 2021
+Added: November 10, 2021
/s/ Russell A.
1 unchanged sentence
(Duly Authorized Officer)
−Removed: August 11, 2021
−Removed: /s/ Thomas A.
+Added: November 10, 2021
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.