ADT (ADT) Proxy filing summary

Executive summary

• Definitive agreement announced Oct. 29 for an all-cash acquisition by Thrive Holdings at $10 per share; offer represents a 46% premium to the Oct. 27 unaffected close and 52% to the 30-day VWAP ending that day.

• Transaction values the business at $7.6 billion in equity value and $15.3 billion in enterprise value; closing is expected in Q1 2027, subject to customary conditions.

• Q3 continuing-operations revenue was $1.35 billion, up 4%; adjusted free cash flow was $217 million, up 4%, and adjusted EPS was $0.24, up 4%.

• Prior financial guidance was withdrawn and management declined to take questions because of the pending transaction.

Voting matters and shareholder proposals

• Transaction completion requires stockholder approval; a proxy statement will be filed, and stockholders are urged to review it when available.

• The merger agreement includes a go-shop period through Nov. 28; competing offers or proposals may emerge.

Board of directors and corporate governance

• The Board of Directors unanimously approved the merger agreement.

• Directors, executive officers, management members and employees may be deemed participants in the proxy solicitation; further information on their interests is expected in the transaction proxy statement.