ADT Agrees To Be Bought By Thrive Holdings For $10 A Share In Cash, Pulls Guidance
The all-cash deal values ADT at about $7.6 billion in equity, and the go-shop window for rival bids runs through November 28.
ADT, the home and small-business security company, said on its earnings call Tuesday that Thrive Holdings has agreed to buy it for $10 per share in cash, a 46% premium to its unaffected October 27 close. The company also withdrew its financial guidance and took no questions because of the pending deal.
The price and the premium
CEO Jim DeVries said the $10 offer is 46% above ADT's unaffected closing price on October 27 and 52% above its 30-day volume-weighted average price ending that day. The agreement values ADT at about $7.6 billion in equity and $15.3 billion including debt, he said.
The board approved the deal unanimously, DeVries said, and announced it Thursday, October 29. Thrive expects to pay for it with a mix of equity, debt and preferred equity.
The merger agreement includes a go-shop period, a window in which ADT can solicit rival bids, that runs through November 28. DeVries said ADT does not intend to disclose developments in that process unless it decides disclosure is appropriate or required.
Cash machine, softer earnings
ADT sells security, smart home and alarm systems with monitoring contracts, and its 10-K counted about 6.1 million monitoring subscribers at the end of 2025. CFO Jeff Likosar said third-quarter revenue rose 4% to $1.35 billion, with installation, product and other revenue up 32% to $265 million.
Monitoring and related services revenue slipped 1% to $1.08 billion, which includes the loss from the October 2025 sale of its multifamily business. Adjusted EBITDA fell 2% to $665 million on higher administrative costs, including technology spending. Adjusted earnings per share were $0.24, up 4%.
Adjusted free cash flow, including interest rate swaps, was $217 million, up 4%, and is up 46% for the first nine months, at more than $1 billion. Net leverage was 2.7 times adjusted EBITDA, against 2.8 times a year earlier.
Payouts, and the road to closing
ADT returned $64 million to shareholders in the quarter, $23 million in buybacks and $41 million in dividends. For the year to date, the total is $748 million, covering dividends and the repurchase of 89 million shares.
DeVries said the deal is expected to close in the first quarter of 2027, pending conditions that include ADT stockholder approval and U.S. antitrust approval. ADT intends to file a proxy statement for the vote, and it will keep operating independently as a public company until then.
DeVries also said ADT's data and privacy policies will stay unchanged, and no new data sharing will occur without customer permission. He cited the work of ADT's more than 12,000 employees and dealer partners in building the value Thrive is paying for.
The go-shop window closes November 28, and a stockholder vote follows once ADT files its proxy statement.
Sources
- ADT — DEFA14A (2026-11-03) — SEC EDGAR
