ADT Inc. (NYSE: ADT) and State Farm, the 100-year good neighbor and largest insurer of homes in the U.S. with 13.7 million homeowners policies in force, today announced that State Farm will make a $1.2 billion equity investment in ADT, resulting in State Farm owning approximately 15% of ADT after the equity investment and the tender offer close. Additionally, ADT plans to partner with State Farm, and build upon its existing relationship with Google, with the aim to expand opportunities to combine next-generation security, innovative smart home technology and reimagined risk-mitigation capabilities to monitor, detect, prevent and optimize against homeownership risks.

State Farm will commit up to $300 million to fund product and technology innovation, customer growth and marketing. In addition, Google has separately agreed to commit an incremental $150 million, subject to the achievement of certain milestones, to advance opportunities created by this type of innovation, raising its total success fund commitment to $300 million.

“ADT’s partnership with State Farm creates the capability to drive innovation in homeowners insurance on a broad scale. By delivering a truly connected home, together we can improve the customer experience and provide more peace of mind,” said Jim DeVries, ADT President and CEO. “These new and expanded partnerships represent another bold step forward for our company and provide ADT more avenues to grow our customer base, strengthen brand loyalty and lower customer acquisition costs.”

At its Investor Day earlier this year, ADT showcased a customer-focused, safety and innovation strategy. The company, along with State Farm, aims to create a comprehensive solution across home and mobile safety to help customers recover from unexpected risks with proactive safety and security. ADT envisions customer benefits that may include:

• An integrated security, protection and smart home solution that monitors, detects, prevents and optimizes against homeownership risks and empowers customers to protect and connect what matters most, delivering increased peace of mind;
• Lower homeowners insurance premiums through safe homeowner discounts for homes equipped with ADT smart home security systems and powered by Google devices; and
• Reduced claim frequency and severity with proactive protection through ADT’s patented SMART monitoring technology that helps protect against damage from water, fire, intrusion and other common homeownership risks.

“As the industry leader, we’ve always recognized our responsibility to go beyond insurance and find ways to build stronger and safer communities for our customers and the neighborhoods we serve,” said Paul Smith, Chief Operating Officer at State Farm. “This partnership gives State Farm the opportunity to provide smart home technology that takes us from our ‘repair and replace’ model to a ‘predict and prevent’ mindset. These innovations will help us take the next step into the future of home insurance and add more value for our customers.”

“A smart home should take care of the people in it while also helping to make sure they are protected and safe,” said Rishi Chandra, Vice President and General Manager of Google Nest. “Our work with ADT is building the next generation of smart home security solutions.”

Transaction Details State Farm has agreed to make a $1.2 billion investment in ADT to acquire 133.3 million shares of ADT’s common stock at $9 per share. With their investment, State Farm will obtain a seat on ADT’s Board of Directors and intends to designate Paul Smith, Executive Vice President and Chief Operating Officer of State Farm. State Farm’s equity investment, which is subject to customary closing conditions, is expected to close early in the fourth quarter of 2022.

In connection with State Farm’s equity investment, ADT will be commencing a self-tender offer for up to 133.3 million shares of its outstanding common stock and Class B common stock at $9 per share, to be funded by the proceeds from the State Farm equity investment. The tender offer is expected to eliminate any dilution from State Farm’s equity investment. Funds managed by affiliates of Apollo Global Management, Inc., ADT’s majority shareholder, have committed to backstop the entire offering to ensure that it is fully subscribed. Google, the only holder of ADT’s Class B common stock, will not tender any of its shares. After the equity investment and tender offer close, State Farm will own approximately 15% of ADT, and Google will continue to own a 6% stake (on an as-converted basis) in ADT.

Citi and Evercore were the financial advisors to ADT, and Cravath, Swaine & Moore LLP acted as legal advisor. Morgan Stanley & Co. LLC was the financial advisor to State Farm, and Sidley Austin LLP acted as legal advisor.

Conference Call ADT management will discuss the partnership and other related matters during a conference call and webcast beginning at 10:00 a.m. ET today. Participants may listen to a live webcast through the investor relations website at investor.adt.com. A replay of the webcast will be available on the website within 24 hours of the live event.

Alternatively, participants may listen to the live call by dialing 1-888-660-6144 (domestic) or 1-929-203-0865 (international) and providing the passcode 5974526. An audio replay will be available for two weeks following the call and can be accessed by dialing 1-800-770-2030 (domestic) or 1-647-362-9199 (international) and providing the passcode 5974526.