Alarm.com Files 8-K: Material Agreement and Equity Sales

TL;DR

Alarm.com signed a new deal, has financial obligations, and sold some stock. Details to come.

AI Summary

On May 28, 2024, Alarm.com Holdings, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the agreement and financial obligations are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new financial obligation and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and direct financial obligations, which inherently carry financial risks that are not yet fully detailed.

Key Players & Entities

• Alarm.com Holdings, Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 par value per share ALRM The Nasdaq
• $500.0 million — private offering (the " Offering ") of $500.0 million aggregate principal amount of 2.25% Con
• $75.0 million — option to purchase up to an additional $75.0 million principal amount of the Notes. The Note
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $87.28 — itial conversion price of approximately $87.28 per share of Common Stock. The initial
• $50,000,000 — ed with a principal amount in excess of $50,000,000 (or its foreign currency equivalent), i
• $485.1 m — ds from the Offering were approximately $485.1 million, after deducting the initial purc
• $63.1 million — Company. The Company used approximately $63.1 million of the net proceeds from the Offering t
• $67.14 — Transactions ") at a purchase price of $67.14 per share, which was the last reported
• $134.28 — based on a cap price initially equal to $134.28 per share (which represents a premium o
• $100.0 million — e cancellation of the balance under its $100.0 million stock repurchase program ending Februar
• $375.0 Million — Announces Proposed Private Placement of $375.0 Million of Convertible Senior Notes," dated May
• $425.0 Million — ease entitled "Alarm.com Prices Upsized $425.0 Million 2.25% Convertible Senior Notes Offering

Filing Documents

• tm2416021d1_8k.htm (8-K) — 55KB
• tm2416021d1_ex4-1.htm (EX-4.1) — 719KB
• tm2416021d1_ex10-1.htm (EX-10.1) — 280KB
• tm2416021d1_ex99-1.htm (EX-99.1) — 15KB
• tm2416021d1_ex99-2.htm (EX-99.2) — 20KB
• tm2416021d1_ex4-1sp4img001.jpg (GRAPHIC) — 2KB
• tm2416021d1_ex4-1sp4img002.jpg (GRAPHIC) — 3KB
• tm2416021d1_ex4-1sp4img003.jpg (GRAPHIC) — 3KB
• tm2416021d1_ex4-1sp4img004.jpg (GRAPHIC) — 3KB
• tm2416021d1_ex4-1sp4img005.jpg (GRAPHIC) — 3KB
• tm2416021d1_ex4-1sp4img006.jpg (GRAPHIC) — 3KB
• 0001104659-24-067141.txt ( ) — 1501KB
• alrm-20240528.xsd (EX-101.SCH) — 3KB
• alrm-20240528_lab.xml (EX-101.LAB) — 33KB
• alrm-20240528_pre.xml (EX-101.PRE) — 22KB
• tm2416021d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. On May 31, 2024, Alarm.com Holdings, Inc. (the " Company ") completed its previously announced private offering (the " Offering ") of $500.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2029 (the " Notes "), including the exercise in full of the initial purchasers' option to purchase up to an additional $75.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated May 31, 2024 (the " Indenture "), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior, unsecured obligations of the Company and will mature on June 1, 2029, unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 2.25% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding January 1, 2029, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company's common stock, par value $0.01 per share (the " Common Stock "), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the " measurement period ") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Common Stock an

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 28, 2024 by and among the Company and the initial purchasers. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 7,447,100 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 14.8942 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. On May 24, 2024, the Company's board of directors authorized the cancellation of the balance under its $100.0 million stock repurchase program ending February 23, 2025, to be terminated at the closing of the Offering. In addition, the board of directors authorized a new stock repurchase program, effective May 31, 2024, under which the Company is authorized to purchase up to an aggregate of $100.0 million of its outstanding Common Stock during the two-year period ending May 31, 2026. This $100.0 million authorization is in addition to and separate from the Offering Share Repurchase Transactions described under Item 1.01 of this Current Report on Form 8-K. On May 28, 2024, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On May 29, 2024, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements, as that term is defined under the federal securities laws, including but not limited to statements regarding the Offering and the Company's expectations regarding the use of net proceeds from the Offering. These forward-looking assumptions and changes in circumstances that may cause the Company's plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and those risks described in the Company's filings with the Securities and Exchange Commission (" SEC ") from time to time, particularly under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," including the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024. Copies of these documents may be obtained by visiting the SEC's website at www.sec.gov. These forward-looking statements represent the Company's estimates and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of May 31, 2024, by and between Alarm.com Holdings, Inc. and U.S. Bank Trust Company, National Association, as Trustee 4.2 Form of Global Note, representing Alarm.com Holdings, Inc.'s 2.25% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 10.1 Form of Confirmation for Capped Call Transactions 99.1 Press release entitled "Alarm.com Announces Proposed Private Placement of $375.0 Million of Convertible Senior Notes," dated May 28, 2024 99.2 Press release entitled "Alarm.com Prices Upsized $425.0 Million 2.25% Convertible Senior Notes Offering," dated May 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Alarm.com Holdings, Inc. Date: May 31, 2024 By: /s/ Steve Valenzuela Steve Valenzuela Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR