Form 10-Q ADT Inc. For: Mar 31
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740178697 21671763 FOURTH AGREEMENT OF AMENDMENT Dated as of March 5, 2021 Reference is made to: (i) that certain Receivables Purchase Agreement dated as of March 5, 2020, as amended by the Agreement of Amendment dated as of April 17, 2020, as further amended by the Second Agreement of Amendment dated September 17, 2020, and as further amended by the Third Agreement of Amendment dated January 29, 2020 (as amended, supplemented, waived or modified from time to time prior to the date hereof, the “Agreement”) among ADT LLC, individually (in such capacity, “ADT”) and as servicer (in such capacity, the “Servicer”), ADT Finance LLC, as seller (the “Seller”), the various purchasers (the “Purchasers”) and purchaser agents (the “Purchaser Agents”) from time to time party thereto, and Mizuho Bank, Ltd., as administrative agent, arranger, collateral agent (in such capacity, the “Collateral Agent”) and structuring agent; and (ii) that certain Fee Letter dated as of April 17, 2020 as to the Funded Fee (the “Funded Fee Letter”) among the Administrative Agent, Mizuho Bank, Ltd. as Purchaser Agent and the Seller. Capitalized terms used herein but not defined shall have the meaning assigned to such terms in the Agreement. 1. The parties to the Agreement hereby agree that, effective as of the Amendment Effective Date (as defined below), the Agreement is hereby amended as follows: (a) Section 10.1(t) of the Agreement is hereby deleted in its entirety. (b) The definition of “Purchase Termination Date” in Appendix A of the Agreement is hereby amended and restated in its entirety to read as follows: ““Purchase Termination Date” means the earlier of (a) March 4, 2022 and (b) the occurrence of an Event of Termination.” 2. The parties to the Funded Fee Letter hereby agree that, effective as of the Amendment Effective Date, the Funded Fee Letter is hereby amended so that the last sentence of the first paragraph of clause (1) thereof (the definition of “Funded Fee Percentage”) is hereby amended and restated in its entirety to read as follows: “As used herein and in the Receivables Purchase Agreement, the “Funded Fee Percentage” shall mean, for each day, a percentage equal to (i) if such day is prior to the Purchase Termination Date, 0.85% and (ii) if such day is on or after the Purchase Termination Date, 1.60%.” 3. As used herein, the term “Amendment Effective Date” shall mean the first date upon which the Collateral Agent shall have executed and delivered one or more counterparts of this fourth agreement of amendment (the “Fourth Agreement of Amendment”) and shall have
740178697 21671763 2 received one or more counterparts of this Fourth Agreement of Amendment executed by the other parties hereto. Each of the Servicer and the Seller represents and warrants to each of the Collateral Agent, the Purchasers and the Purchaser Agents that (i) immediately after the Amendment Effective Date, its representations and warranties set forth in the Agreement are true and correct in all material respects, (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or will result from the amendment contemplated by this Fourth Agreement of Amendment, and (iii) this Fourth Agreement of Amendment has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy, or other laws affecting creditor’s rights generally, or general principals of equity, whether such enforceability is considered in a proceeding in equity or at law. This Fourth Agreement of Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart. By its signature hereto, each Purchaser and Purchaser Agent hereby authorizes and directs the Collateral Agent to execute and deliver this Fourth Agreement of Amendment. The terms of Section 13.7 of the Agreement shall apply to this Fourth Agreement of Amendment mutatis mutandis as if fully set forth herein. The words “execution,” “signed,” “signature,” and words of like import in this Fourth Agreement of Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. THIS FOURTH AGREEMENT OF AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). [Signature Pages Follow]
[Signature Page to Agreement of Amendment] 740178697 21671763 IN WITNESS WHEREOF, the parties hereto have caused this Fourth Agreement of Amendment to be executed and delivered by their duly authorized officers as of the date first above written. ADT FINANCE LLC, as Seller By: ________________________________ Name: Title: ADT LLC, as Servicer By: ________________________________ Name: Title: Deepika Yelamanchi VP & Treasurer VP & Treasurer Deepika Yelamanchi
[Signature Page to Agreement of Amendment] MIZUHO BANK, LTD., as Collateral Agent By: Name: Title: MIZUHO BANK, LTD., as Administrative Agent, Arranger, and Structuring Agent By: Name: Title: MIZUHO BANK, LTD., as a Purchaser Agent for Mizuho Bank, Ltd., as Purchaser By: Name: Title: MIZUHO BANK, LTD., as a Purchaser By: Name: Title:
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, James D. DeVries, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of ADT Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2021
| /s/ James D. DeVries | ||||||||
| James D. DeVries | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Jeffrey Likosar, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of ADT Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 5, 2021
| /s/ Jeffrey Likosar | ||||||||
| Jeffrey Likosar | ||||||||
| Chief Financial Officer and President, Corporate Development | ||||||||
Exhibit 32.1
ADT INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, James D. DeVries, President and Chief Executive Officer of ADT Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
| /s/ James D. DeVries | ||||||||
| James D. DeVries | ||||||||
| President and Chief Executive Officer | ||||||||
| May 5, 2021 | ||||||||
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).
Exhibit 32.2
ADT INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeffrey Likosar, Chief Financial Officer and President, Corporate Development of ADT Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
•the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
•information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.
| /s/ Jeffrey Likosar | ||||||||
| Jeffrey Likosar | ||||||||
| Chief Financial Officer and President, Corporate Development | ||||||||
| May 5, 2021 | ||||||||
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the U.S. Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).
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