SEC Comment Letter for APi Group Corp (APG) (CIK 0001796209) (APG) — Apr 23, 2020
APi Group Corp (APG) (CIK 0001796209)
Date: April 23, 2020 · CIK: 0001796209 · Accession: 0000000000-20-003495
AI Filing Summary & Sentiment
File numbers found in text: 333-237553
Letter
April 23, 2020 Russell Becker Chief Executive Officer APi Group Corporation c/o APi Group, Inc. 1100 Old Highway 8 NW New Brighton, MN 55112 Re:APi Group Corporation Amendment No. 1 to Form S-4 Filed April 20, 2020 File No. 333-237553 Dear Mr. Becker: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 16, 2020 letter. Amendment No. 1 to Form S-4 filed April 20, 2020 APG Management's Discussion and Analysis of Financial Condition and Results of Operations Combined Company, page 49 1.We note your response to prior comment 2 and we are unable to agree that it is appropriate to present financial information of the Successor and the Predecessor on a combined basis without reflecting all relevant pro forma adjustments required by Article 11 of Regulation S-X. Please revise to remove the combined information throughout your filing. This comment applies to the combined results of operations, combined EBITDA, combined segment results, and combined cash flow information. You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
FirstName LastNameRussell Becker Comapany NameAPi Group Corporation April 23, 2020 Page 2 FirstName LastName Russell Becker APi Group Corporation April 23, 2020 Page 2 you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Donn A. Beloff Esq.
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April 23, 2020
Russell Becker
Chief Executive Officer
APi Group Corporation
c/o APi Group, Inc.
1100 Old Highway 8 NW
New Brighton, MN 55112
Re:APi Group Corporation
Amendment No. 1 to Form S-4
Filed April 20, 2020
File No. 333-237553
Dear Mr. Becker:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our April 16, 2020 letter.
Amendment No. 1 to Form S-4 filed April 20, 2020
APG Management's Discussion and Analysis of Financial Condition and Results of Operations
Combined Company, page 49
1.We note your response to prior comment 2 and we are unable to agree that it is
appropriate to present financial information of the Successor and the Predecessor on a
combined basis without reflecting all relevant pro forma adjustments required by Article
11 of Regulation S-X. Please revise to remove the combined information throughout your
filing. This comment applies to the combined results of operations, combined EBITDA,
combined segment results, and combined cash flow information.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
FirstName LastNameRussell Becker
Comapany NameAPi Group Corporation
April 23, 2020 Page 2
FirstName LastName
Russell Becker
APi Group Corporation
April 23, 2020
Page 2
you have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Donn A. Beloff Esq.