API GROUP CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Amendment to the credit agreement

In anticipation of the closing of the Company’s proposed acquisition of Chubb Limited (the “Chubb Acquisition”), the December 16, 2021 (the “Effective Date”),
APi DE Group, Inc. (“Borrower”), a wholly owned subsidiary of API Corporation Group (the “Company”), has entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), with the Company, as guarantor, the subsidiary guarantors of the Company named therein, in as guarantors, lenders and letter of credit issuers from time to time being a part thereof, and Citibank, North America., as administrative agent and guarantee agent, which amends the Credit Agreement, dated October 1, 2019 and modified the October 22, 2020by and between the Borrower, the Company, the guarantors of the subsidiaries of the Company which are sometimes parties thereto, the lenders and the issuers of letters of credit which are sometimes parties thereto, and Citibank, North America. as administrative agent and collateral agent (as amended, supplemented or modified from time to time, the “Credit Agreement”).

If the date on which the conditions of Amendment 2 are satisfied or waived (the “Funding Date”), which conditions include the concurrent closing of the Chubb Acquisition, does not occur before the earliest of the following dates: (a) the closing date of the Chubb Acquisition, (b) the termination of the Chubb Acquisition or its closing without funding the 2021 Credit Facilities, or (c) the termination of Amendment No. ° 2 by the Borrower, otherwise Amendment No. 2 will cease to be in force and the credit agreement will revert to its provisions existing before the date of entry into force.

On the Effective Date, (a) the 2021 Additional Term Lenders have agreed to provide a $1.1 billion additional seven-year term loan (the “2021 Term Loan”), (b) the 2021 revolving credit lenders increased revolving credit commitments by $200 million at $500 million (the “Revolving Credit Facility”) and (c) the original maturity date of the Revolving Credit has been extended to the earlier of five years after the Funding Date and the date which is 91 days after the original maturity date of the term loan if any portion of the original term loan is outstanding on that date.

On the Financing Date, among other things, (a) the Borrower will draw
$1.1 billion 2021 Term Loan in its entirety, (b) the borrower may draw on the increased and extended term loan for five years $500 million Revolving Credit Facility, (c) Letter of Credit issuers will increase the Letter of Credit sub-limit by
$100 million at $250 million(d) additional lending parties and guarantees in other jurisdictions shall be subject to the credit agreement, (e) guarantor coverage requirements under the credit agreement will generally require the lending parties to represent (i) at least 75% of consolidated EBITDA and (ii) at least 85% of consolidated EBITDA, excluding certain subsidiaries, and (f) certain other amendments to the Credit Agreement more particularly described in Amendment no. °2 will become binding, including, but not limited to, amendments to accommodate the LIBOR transition needs of lenders under the Revolving Credit Facility, to facilitate the acquisition of Chubb and to maintain the current and future operational flexibility.

On the Financing Date, the interest rate applicable to the 2021 Term Loan is, at the option of the Borrower, either (a) a base rate plus an applicable margin equal to 1.75% or (b) a Eurocurrency rate (adjusted by legal reserves) plus an applicable margin equal to 2.75%. Principal repayments on the 2021 Term Loan will begin in the first quarter ending after the Funding Date and will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the amount original principal amount of the 2021 Term Loan. The 2021 Term Loan matures on the seventh anniversary after the Funding Date. In addition, the 2021 term loan is subject to the same mandatory prepayment provisions as the Corporation’s existing term loans.

All other material terms of the Credit Agreement, as amended, will remain unchanged.

The closing of the Chubb Acquisition is subject to certain customary closing conditions, and there is no guarantee, and neither the Borrower nor the Company can provide assurance, that the closing of the Chubb Acquisition will take place on or before the deadline.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein. by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated into this Section 2.03 by reference.

(d) Exhibits

The following exhibits are filed or furnished as part of this current report on Form 8-K.

Exhibit
Number                                  Exhibit Title

 10.1         Amendment No. 2 to Credit Agreement, dated December 16, 2021, by and
            among APi Group DE, Inc., (the "Borrower"), APi Group Corporation,
            certain subsidiaries of the Borrower party thereto, Citibank, N.A., as
            collateral agent and administrative agent, and the lender and letter
            of credit issuers party thereto.

104.1       Cover Page Interactive Data File (embedded within the inline XBRL
            document).

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