Chubb Acquisition
Forward Looking Statements and Disclaimers
This presentation does not constitute or form part of any offer, invitation, prospectus or prospectus equivalent document to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any
securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities. The release, publication or distribution of this presentation in certain
jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions.
The preliminary annual 2021 financial estimates are based on information available to management as of the date of this presentation, remain subject to the completion of normal year-end accounting procedures
and adjustments, and are subject to change. The Company's independent registered public accounting firm has not completed its audit of the Company's results for the year ended December 31, 2021. During the
course of the preparation of our consolidated financial statements and related notes, and completion of the Company's financial close and procedures for the year ended December 31, 2021, adjustments to the
preliminary estimates may be identified, and such adjustments may be material. In addition, other developments may arise between now and the time the financial statements for the year ended December 31, 2021
are finalized.
Please note that in this presentation, we may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act
of 1995 provides a safe harbor for forward-looking statements made by or on behalf of API Group Corporation ("APi" or the "Company"). Such discussion and statements may contain words such as "expect,"
"anticipate, "will," "should," "believe," "intend," "plan," "estimate,” “predict," "seek," "continue," "pro forma" "outlook," "may," "might," "should," "can have," "have," "likely," "potential," "target," "indicative," "illustrative,"
and variations of such words and similar expressions, and relate in this presentation, without limitation, to statements, beliefs, projections and expectations about future events. Such statements are based on the
Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts, including expectations regarding: (i) the
potential benefits of the acquisition of Chubb Limited's fire and security businesses ("Chubb" or the "Chubb Business") by API, including the global expansion of the Company's business, cross selling and cost
synergy opportunities, a positive effect on the Company's service mix and organic growth and margin expansion opportunities; (ii) the future investment into the Chubb Business; (iii) the Company's ability to drive
long-term growth through organic expansion or M&A activities; (iv) the impact of characteristics of the Company's markets and market trends on growth; (v) the impact of the Company's focus on inspection and
maintenance services, including statutorily required services, on future revenues; (vi) the impact of diversity in the Company's client base across geographies and end markets and low customer concentration; (vii)
the Company's ability to manage results in volatile circumstances, including the expected impact of flexibility in the Company's cost structure, relatively short project duration and lower capital investments; (viii) future
revenue and margin expansion through various initiatives, including growing inspection revenue, reduced costs, performance improvements, disciplined project and customer selection, mix of work, pricing initiatives,
potential acquisitions, improved operational excellence or other means; (ix) the ability of the Company to achieve key financial targets, including organic revenue growth, adjusted EBITDA margin targets, margin
goals, targeted average adjusted free cash flow conversion rates; or long-term leverage ratio targets; and (x) the Company's future net working capital, free cash flow, taxes, interest expenses, and capital
expenditures. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including: (i) economic conditions, competition and other risks that may affect the Company's future performance, including the impacts of the COVID-19
pandemic on the Company's business, markets, supply chain, customers and workforce, on the credit and financial markets, on the alignment of expenses and revenues and on the global economy generally; (ii) the
ability to recognize the anticipated benefits of the Company's acquisitions, including its ability to successfully integrate and make necessary capital investments to support additional acquisitions, and the Company's
ability to take advantage of strategic opportunities; (iii) changes in applicable laws or regulations; (iv) the possibility that the Company may be adversely affected by other economic, business, and/or competitive
factors; (v) the trading price of the Company's common stock, which may be positively or negatively impacted by market and economic conditions, including as a result of the COVID-19 pandemic, the availability of
the Company's common stock, the Company's financial performance or determinations following the date of this presentation to use the Company's funds for other purposes; and (vi) other risks and uncertainties,
including those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2021 and September 30, 2021
under the heading "Risk Factors." Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. Additional information concerning these risks, uncertainties and
other factors that could cause actual results to vary is, or will be, included in the periodic and other reports filed by the Company with the Securities and Exchange Commission. Forward-looking statements included
in this presentation speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or circumstances after the date of this presentation.
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BUILDING GREAT LEADERS®
APIO
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