Obligation Apex Group Inc. 7.875% ( US00213MAK09 ) en USD

Apex Group Inc.

100 % ▲

Etas-Unis

US00213MAK09 ( en USD )

7.875% par an ( paiement semestriel )

30/11/2022 - Obligation échue

Prospectus brochure de l'obligation APX Group Inc US00213MAK09 en USD 7.875%, échue

2 000 USD

900 000 000 USD

00213MAK0

B- ( Très spéculatif )

B3 ( Très spéculatif )

APX Group Inc. est une société américaine spécialisée dans la conception, la fabrication et la vente de produits d'étanchéité et de protection contre les intempéries pour l'industrie automobile et d'autres secteurs.

L'Obligation émise par Apex Group Inc. ( Etas-Unis ) , en USD, avec le code ISIN US00213MAK09, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2022

L'Obligation émise par Apex Group Inc. ( Etas-Unis ) , en USD, avec le code ISIN US00213MAK09, a été notée B3 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Apex Group Inc. ( Etas-Unis ) , en USD, avec le code ISIN US00213MAK09, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Number 333-216972
APX Group, Inc.
Offer to Exchange

$300,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2022 (the "exchange notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding $300,000,000 aggregate
principal amount of 7.875% Senior Secured Notes due 2022 that were issued on February 1, 2017 (the "outstanding 2022 notes"). Prior to
the sale and issuance of the outstanding 2022 notes, there were $600,000,000 aggregate principal amount of 7.875% Senior Secured Notes
due 2022 already outstanding under the indenture (the "existing registered 2022 notes"). The exchange notes, the outstanding 2022 notes
and the existing registered 2022 notes are collectively referred to herein as the "notes."
The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by APX Group
Holdings, Inc., our parent company, and each of our existing and future material wholly-owned U.S. restricted subsidiaries to the extent
such entities guarantee indebtedness under our revolving credit facility or our other indebtedness or indebtedness of any subsidiary
guarantor as described herein.
We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered outstanding 2022
notes for freely tradeable exchange notes that have been registered under the Securities Act.

The Exchange Offer

· We will exchange all outstanding 2022 notes that are validly tendered and not validly withdrawn for an equal principal amount of

exchange notes that are freely tradeable.

· You may withdraw tenders of outstanding 2022 notes at any time prior to the expiration date of the exchange offer.

· The exchange offer expires at 5:00 p.m., New York City time, on May 2, 2017 which is the 21st business day after the date of this

prospectus.

· The exchange of outstanding 2022 notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income

tax purposes.

· The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding 2022 notes, except that

the exchange notes will be freely tradeable.
Results of the Exchange Offer:

· The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such

methods. We do not plan to list the exchange notes on a national market.
All untendered outstanding 2022 notes will continue to be subject to the restrictions on transfer set forth in such outstanding 2022 notes and
in the indenture governing the notes. In general, the outstanding 2022 notes may not be offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in
connection with the exchange offer, we do not currently anticipate that we will register the outstanding 2022 notes under the Securities Act.

You should carefully consider the "Risk Factors" beginning on page 12 of this prospectus before
participating in the exchange offer.
Each broker dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker dealer in connection with resales of exchange notes received in exchange for outstanding 2022 notes
where such outstanding 2022 notes were acquired as a result of market making activities or other trading activities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange
notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the
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contrary is a criminal offense.
The date of this prospectus is April 3, 2017.
Table of Contents
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. This prospectus may be used only for the purposes for which it has been published and no person has been authorized to give
any information not contained herein. If you receive any other information, you should not rely on it. We are not making an offer of these
securities in any state where the offer is not permitted.
TABLE OF CONTENTS

Forward-Looking Statements
ii
Market, Ranking and Other Industry Data
iii
Trademarks
iii
Basis of Presentation
iii
Prospectus Summary

1
Summary Historical Financial Information
11
Risk Factors
12
Use of Proceeds
42
Capitalization
43
Selected Historical Consolidated Financial Information
44
Management's Discussion and Analysis of Financial Condition and Results of Operations
46
Business
73
Management
85
Security Ownership of Certain Beneficial Owners and Management
111
Certain Relationships and Related Party Transactions
114
Description of the Notes
119
The Exchange Offer
203
Certain U.S. Federal Income Tax Considerations
213
Certain ERISA Considerations
214
Plan of Distribution
216
Legal Matters
217
Experts
217
Where You Can Find More Information
217

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FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and
financial. These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and
expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize
these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally,
statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words "believes," "estimates,"
"expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates" or "intends" or similar expressions.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of
the date hereof. You should understand that the following important factors, in addition to those discussed in "Risk Factors" and elsewhere in this
prospectus, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in
our forward-looking statements:

·
risks of the security and smart home industry, including risks of and publicity surrounding the sales, subscriber origination and retention
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process;

·
the highly competitive nature of the security and smart home industry and product introductions and promotional activity by our

competitors;

·
litigation, complaints or adverse publicity;

·
the impact of changes in consumer spending patterns, consumer preferences, local, regional, and national economic conditions, crime,

weather, demographic trends and employee availability;

·
adverse publicity and product liability claims;

·
increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements;

·
cost increases or shortages in security and smart home technology products or components; and

·
the impact to our business, results of operations, financial condition, regulatory compliance and customer experience of the Vivint Flex

Pay plan.
In addition, the origination and retention of new subscribers will depend on various factors, including, but not limited to, market availability,
subscriber interest, the availability of suitable components, the negotiation of acceptable contract terms with subscribers, local permitting, licensing
and regulatory compliance and our ability to manage anticipated expansion and to hire, train and retain personnel, the financial viability of
subscribers and general economic conditions.
These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are
more fully described in "Risk Factors" and elsewhere in this prospectus. The risks described in "Risk Factors" are not exhaustive. Other sections of
this prospectus describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors
emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our
business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any
forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.

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MARKET, RANKING AND OTHER INDUSTRY DATA
Market, ranking and industry data used throughout this prospectus, including statements regarding subscriber acquisition costs, attrition and
adoption rates, is based on the good faith estimates of management, which in turn are based upon management's review of internal surveys,
independent industry surveys and publications, including reports by Strategy Analytics, ABI Research and Barnes Associates and other third party
research and publicly available information. Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or
completeness of this information, and neither we nor the initial purchasers have independently verified this information. Similarly, internal
company surveys, while believed by us to be reliable, have not been verified by any independent sources.
TRADEMARKS
Vivint and related marks are registered trademarks or trademark applications of, or are otherwise owned or used by, Vivint, Inc. Any
trademarks, trade names or service marks of other companies appearing herein are, to our knowledge, the property of their respective
owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM
symbols, but the absence of such references does not indicate the registration status of the trademarks, service marks and trade names and is not
intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor
to such trademarks, service marks and trade names.
BASIS OF PRESENTATION
On November 16, 2012, APX Group, Inc. and two of its historical affiliates, V Solar Holdings, Inc. ("Solar") and 2GIG Technologies, Inc.
("2GIG"), were acquired by an investor group (collectively, the "Investors") comprised of certain investment funds affiliated with Blackstone
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Capital Partners VI L.P. ("Blackstone" or the "Sponsor"), and certain co-investors and management investors. This acquisition was accomplished
through certain mergers and related reorganization transactions (collectively, the "Merger" and, together with certain related financing
transactions, the "Transactions") pursuant to which each of APX Group, Inc., Solar and 2GIG became indirect wholly-owned subsidiaries of 313
Acquisition LLC ("Acquisition LLC"), an entity wholly-owned by the Investors. Upon the consummation of the Merger, APX Group, Inc. and
2GIG became consolidated subsidiaries of APX Group Holdings, Inc. ("Holdings" or "Parent Guarantor"), which in turn is wholly-owned by APX
Parent Holdco, Inc., which in turn is owned by Acquisition LLC, and Solar became a direct wholly-owned subsidiary of Acquisition LLC.
Acquisition LLC, APX Parent Holdco, Inc. and Parent Guarantor have no independent operations and were formed for the purpose of facilitating
the Merger.
Unless the context suggests otherwise, references in this prospectus to "Vivint®," the "Company," "we," "us" and "our" refer to the Parent
Guarantor and its subsidiaries, including 2GIG to the date of the 2GIG Sale (as defined below). References to the "Issuer" refer to APX Group,
Inc., exclusive of its subsidiaries. References to "Parent Guarantor" refer to Holdings, exclusive of its subsidiaries.
Our results of operations included in this prospectus include the results of operations of 2GIG up through April 1, 2013, which was the date
we completed the sale of 2GIG and its subsidiary (the "2GIG Sale") to Nortek, Inc. ("Nortek"). In connection with the 2GIG Sale, we entered into
a five-year supply agreement with 2GIG, pursuant to which they will be the exclusive provider of our control panel requirements, subject to
certain exceptions as provided in the supply agreement. Due to our continuing involvement with 2GIG under the supply agreement, it is not
considered a discontinued operation. 2GIG does not and will not provide any credit support for any of our indebtedness, including indebtedness
incurred under our revolving credit facility, our 6.375% Senior Secured Notes due 2019 (the "2019 notes"), our 8.75% Senior Notes due 2020 (the
"2020 notes"), our 8.875% Senior Secured Notes due 2022 (the "private placement notes" and, together with the 2019 notes, the

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existing registered 2022 notes and the outstanding 2022 notes, the "existing senior secured notes" and, the existing senior secured notes together
with the 2020 notes, the "existing notes") or the exchange notes.
Unless specified otherwise, amounts in this prospectus are presented in U.S. dollars.
Defined terms in the financial statements contained in this prospectus have the meanings ascribed to them in the financial statements.

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PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of
the information that may be important to you. To understand this exchange offer fully, you should read this entire prospectus carefully,
including the information set forth under the heading "Risk Factors" and our financial statements. Before participating in the exchange offer,
you should read the discussion under "Basis of Presentation" above for the definition of certain terms used in this prospectus and a
description of certain transactions and other matters described in this prospectus.
Company Overview
We are one of the largest companies in North America focused on delivering smart home and security products and services. Our fully
integrated smart home platform offers subscribers a comprehensive suite of products and services to remotely control, monitor and manage
their homes using any Internet-connected smart device. Unlike many other smart home companies that focus only on selling equipment and
software, subscriber origination or servicing, we are a vertically integrated smart home company, owning the entire customer lifecycle
including sales, professional installation, service, monitoring, billing and customer support. We believe that with our proven business model,
along with 17 years of experience installing integrated solutions, we are well positioned to continue to lead the large and growing smart home
market. We offer homeowners a customized smart home that integrates a wide variety of smart home and security products. We seek to
deliver a quality subscriber experience through a combination of innovative products and services and a commitment to customer service,
which together with our focus on originating high-quality new subscribers, has enabled us to achieve attrition rates we believe are historically
at industry averages, while continuing to increase RPU as a result of increased adoption of smart home products and services. Through our
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established underwriting criteria and compensation structure, we have built a portfolio of approximately 1,147,000 subscribers in North
America, with an average credit score of 714, as of December 31, 2016. Over 95% of our revenues during the years ended December 31,
2016, 2015 and 2014, respectively, consisted of contractually committed revenues, which have historically resulted in predictable and
consistent operating results.
Corporate Information
APX Group, Inc. was incorporated under the laws of the State of Delaware on April 5, 2006. Our principal executive offices are located
at 4931 North 300 West, Provo, Utah 84604, and our telephone number is (801) 377-9111.

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The Exchange Offer
The following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and
more specific details contained elsewhere in this prospectus for a more detailed description of the notes.

General
On February 1, 2017, the Issuer issued in a private offering $300,000,000 aggregate
principal amount of 7.875% Senior Secured Notes due 2022.

In connection with the private offering, the Issuer and the guarantors of the outstanding
2022 notes entered into a registration rights agreement with the initial purchasers
pursuant to which they agreed, among other things, to complete the exchange offer on or

prior to October 29, 2017. You are entitled to exchange in the exchange offer your
outstanding 2022 notes for exchange notes which are identical in all material respects to
the outstanding 2022 notes except:

· the exchange notes have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights which are applicable

to the outstanding 2022 notes under the registration rights agreement; and

· the additional interest provisions of the registration rights agreement are not

applicable.

The Exchange Offer
The Issuer is offering to exchange $300,000,000 aggregate principal amount of 7.875%
Senior Secured Notes due 2022 which have been registered under the Securities Act for
any and all of its existing unregistered 7.875% Senior Secured Notes due 2022 that were
issued on February 1, 2017.

You may only exchange outstanding 2022 notes in a minimum principal amount of

$2,000 or in integral multiples of $1,000 in excess thereof.

Resale
Based on an interpretation by the staff of the Securities and Exchange Commission (the
"SEC") set forth in no-action letters issued to third parties, we believe that the exchange
notes issued pursuant to the exchange offer in exchange for outstanding 2022 notes may
be offered for resale, resold and otherwise transferred by you (unless you are our
"affiliate" within the meaning of Rule 405 under the Securities Act) without compliance
with the registration and prospectus delivery provisions of the Securities Act, provided
that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or
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understanding with any person to participate in, a distribution of the exchange
notes.

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If you are a broker-dealer and receive exchange notes for your own account in exchange
for outstanding 2022 notes that you acquired as a result of market-making activities or

other trading activities, you must acknowledge that you will deliver this prospectus in
connection with any resale of the exchange notes. See "Plan of Distribution."

Any holder of outstanding 2022 notes who:

· is our affiliate;

· does not acquire exchange notes in the ordinary course of its business; or

· tenders its outstanding 2022 notes in the exchange offer with the intention to

participate, or for the purpose of participating, in a distribution of exchange notes;

cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co.
Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling

(available July 2, 1993), or similar no-action letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale of the exchange notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May 2, 2017,
which is the 21st business day after the date of this prospectus, unless extended by the
Issuer. The Issuer does not currently intend to extend the expiration date.

Withdrawal
You may withdraw the tender of your outstanding 2022 notes at any time prior to the
expiration of the exchange offer. The Issuer will return to you any of your outstanding
2022 notes that are not accepted for any reason for exchange, without expense to you,
promptly after the expiration or termination of the exchange offer.

Interest on the exchange notes and the outstanding
The exchange notes will bear interest at the rate per annum set forth on the cover page
2022 notes
of this prospectus from the most recent date to which interest has been paid on the
outstanding 2022 notes. The interest will be payable semi-annually on June 1 and
December 1, commencing on June 1, 2017. No interest will be paid on outstanding 2022
notes following their acceptance for exchange.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which the Issuer may waive.

See "The Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering Outstanding 2022 Notes
If you wish to participate in the exchange offer, you must complete, sign and date the
accompanying letter of transmittal, or a facsimile of

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Table of Contents
such letter of transmittal, according to the instructions contained in this prospectus and
the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal,

or a facsimile of such letter of transmittal, together with the outstanding 2022 notes and
any other required documents, to the exchange agent at the address set forth on the cover
page of the letter of transmittal.

If you hold outstanding 2022 notes through The Depository Trust Company ("DTC")
and wish to participate in the exchange offer, you must comply with the Automated

Tender Offer Program procedures of DTC, by which you will agree to be bound by the
letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you
will represent to us that, among other things:

· you are not our "affiliate" within the meaning of Rule 405 under the Securities Act

or, if you are our affiliate, that you will comply with any applicable registration
and prospectus delivery requirements of the Securities Act;

· you do not have an arrangement or understanding with any person or entity to

participate in the distribution of the exchange notes;

· you are acquiring the exchange notes in the ordinary course of your business; and

· if you are a broker-dealer that will receive exchange notes for your own account in
exchange for outstanding 2022 notes that were acquired as a result of market-

making activities, that you will deliver a prospectus, as required by law, in
connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner of outstanding 2022 notes that are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee, and you wish to
tender those outstanding 2022 notes in the exchange offer, you should contact the
registered holder promptly and instruct the registered holder to tender those outstanding
2022 notes on your behalf. If you wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your outstanding 2022
notes, either make appropriate arrangements to register ownership of the outstanding
2022 notes in your name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time and may not be
able to be completed prior to the expiration date.

Guaranteed Delivery Procedures
If you wish to tender your outstanding 2022 notes and your outstanding 2022 notes are
not immediately available or you cannot deliver your outstanding 2022 notes, the letter
of transmittal or any other required documents, or you cannot comply with the
applicable procedures under DTC's Automated Tender Offer Program for

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transfer of book-entry interests, prior to the expiration date, you must tender your

outstanding 2022 notes according to the guaranteed delivery procedures set forth in this
prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."

Effect on Holders of Outstanding 2022 Notes
As a result of the making of, and upon acceptance for exchange of all validly tendered
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outstanding 2022 notes pursuant to the terms of the exchange offer, the Issuer and the
guarantors will have fulfilled a covenant under the registration rights agreement.
Accordingly, there will be no increase in the interest rate on the outstanding 2022 notes
under the circumstances described in the registration rights agreement. If you do not
tender your outstanding 2022 notes in the exchange offer, you will continue to be
entitled to all the rights and limitations applicable to the outstanding 2022 notes as set
forth in the indenture governing the outstanding 2022 notes, except the Issuer and the
guarantors will not have any further obligation to you to provide for the exchange and
registration of the outstanding 2022 notes under the registration rights agreement. To the
extent that outstanding 2022 notes are tendered and accepted in the exchange offer, the
trading market for remaining outstanding 2022 notes that are not so tendered and
exchanged could be adversely affected.

Consequences of Failure to Exchange
All untendered outstanding 2022 notes will continue to be subject to the restrictions on
transfer set forth in the outstanding 2022 notes and in the indenture governing the
outstanding 2022 notes. In general, the outstanding 2022 notes may not be offered or
sold unless registered under the Securities Act, except pursuant to an exemption from, or
in a transaction not subject to, the Securities Act and applicable state securities laws.
Other than in connection with the exchange offer, the Issuer and the guarantors do not
currently anticipate that they will register the outstanding 2022 notes under the
Securities Act.

Certain U.S. Federal Income Tax Considerations
The exchange of outstanding 2022 notes for exchange notes in the exchange offer will
not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal
Income Tax Considerations."

Use of Proceeds
We will not receive any cash proceeds from the issuance of exchange notes in the
exchange offer. See "Use of Proceeds."

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The Exchange Notes
The terms of the exchange notes are identical in all material respects to the terms of the outstanding 2022 notes, except that the exchange
notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under
the registration rights agreement. The exchange notes will evidence the same debt as the outstanding 2022 notes. The exchange notes will be
governed by the same indenture under which the outstanding 2022 notes were issued. The exchange notes will be treated as a single class with
the existing registered 2022 notes and the outstanding 2022 notes and will have the same terms as those of the existing registered 2022 notes.
The following summary is not intended to be a complete description of the terms of the exchange notes. For a more detailed description of the
notes, see "Description of the Notes."

Issuer
APX Group, Inc.

Notes Offered
$300.0 million aggregate principal amount of 7.875% Senior Secured Notes due 2022.

Maturity Date
The exchange notes will mature on December 1, 2022, or on such earlier date when any
of our outstanding indebtedness that is pari passu with the notes (other than the 2019
notes) matures as a result of the operation of any "Springing Maturity" provision set
forth in the agreements governing such indebtedness (as the same may be amended or
waived from time to time).

See "Description of the Notes--Principal, Maturity and Interest."
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Interest
The exchange notes will accrue interest at a rate of 7.875% per annum, payable on
June 1 and December 1 of each year, commencing on June 1, 2017.

Guarantees
The exchange notes will be fully and unconditionally guaranteed, jointly and severally,
on a senior secured basis, by Parent Guarantor and each of our existing and future
material wholly-owned U.S. restricted subsidiaries to the extent such entities guarantee
indebtedness under our revolving credit facility or our other indebtedness or
indebtedness of any subsidiary guarantor as described herein. Our existing and future
foreign subsidiaries are not expected to guarantee the exchange notes. These guarantees
are subject to release under specified circumstances. See "Description of the Notes--
Guarantees."

Ranking
The exchange notes and the guarantees thereof will be our and our guarantors' senior
obligations and will rank (without giving effect to security interests):

· equally in right of payment with all of our and the guarantors' existing and future

senior obligations;

· senior in right of payment to any of our and our guarantors' subordinated

indebtedness; and

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· structurally subordinated to all existing and future liabilities (including trade

payables) of our subsidiaries that do not guarantee the notes.

Claims under the exchange notes and guarantees thereof will effectively rank behind the
claims of holders of "superpriority" obligations, including interest, under our
$289.4 million revolving credit facility, and up to an additional $60.0 million of
"superpriority" obligations that we may incur in the future, in respect of proceeds from

the enforcement of remedies or other realization of collateral. See "Description of the
Notes--Intercreditor Agreement." The exchange notes will also be effectively
subordinated to any existing or future indebtedness that is secured by liens on assets that
do not constitute a part of the collateral securing the notes to the extent of the value of
such assets.

Before intercompany eliminations, revenues from our non-guarantor Subsidiaries were
approximately $59.3 million, or 7.8% of our total revenues, during the year ended

December 31, 2016. As of December 31, 2016, before intercompany eliminations,
liabilities of our non-guarantor Subsidiaries were approximately $97.0 million, or 3.5%
of our total liabilities.

Collateral
The exchange notes and the guarantees thereof will be secured, together with our
existing senior secured notes and borrowings under our revolving credit facility, on a
first-priority lien basis by substantially all of the assets of Parent Guarantor, the Issuer,
and any existing and future subsidiary guarantors, including all of the capital stock of
the Issuer and each restricted subsidiary (which, in the case of foreign subsidiaries, will
be limited to 65% of the capital stock of each first-tier foreign subsidiary), subject to
certain exceptions and permitted liens, as described in this prospectus.

The Trustee is a party to the intercreditor and collateral agency agreement between the
collateral agent for our revolving credit facility and our existing senior secured notes as
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to the relative priorities of their respective security interests in the collateral and certain
other matters relating to the administration of such security interests (the "intercreditor
agreement"). Under the terms of the security documents and/or intercreditor agreement,
the proceeds of any collection, sale, disposition or other realization of collateral received

in connection with the exercise of remedies (including distributions of cash, securities or
other property on account of the value of the collateral in a bankruptcy, insolvency,
reorganization or similar proceedings) will be applied first to repay "superpriority"
obligations, including up to $289.4 million of borrowings under our revolving credit
facility, and any additional "superpriority" borrowings that we may incur in the future in
an amount not to exceed $60.0 million. See "Description of the Notes--Intercreditor
Agreement" and "Risk Factors--Risks Relating to the Notes and Our

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Table of Contents
Indebtedness--Your right to take enforcement action with respect to the liens securing
the notes is limited in certain circumstances, and you will receive the proceeds from

such enforcement only after "superpriority" obligations under the revolving credit
facility and any incremental facilities have been paid in full."

No appraisal of the value of the collateral has been made in connection with this
exchange offer, and the value of the collateral in the event of liquidation may be
materially different from its book value. The fair market value of the collateral is subject
to fluctuations based on factors that include, among others, the condition of our
industry, the ability to sell the collateral in an orderly sale, general economic conditions
and the availability of buyers. The amount to be received upon a sale of the collateral

would also be dependent on numerous factors, including, but not limited to, the actual
fair market value of the collateral at such time and the timing and the manner of the sale.
By its nature, portions of the collateral may be illiquid and may have no readily
ascertainable market value. Accordingly, there can be no assurance that the collateral
can be sold in a short period of time or in an orderly manner. In addition, in the event of
a bankruptcy, your ability to realize upon any of the collateral may be subject to certain
bankruptcy law limitations. See "Description of the Notes--Collateral."

Some of our assets are excluded from the collateral, as described in "Description of the

Notes--Excluded Assets."

In addition, the collateral will not include any capital stock of any affiliate of Holdings
or the Issuer to the extent that the pledge of such capital stock results in our being
required to file separate financial statements of such affiliate with the SEC, and any such
capital stock that triggers such a requirement to file financial statements of such affiliate

with the SEC will automatically be released from the collateral. Notwithstanding the
foregoing, any such capital stock that is excluded as collateral securing the exchange
notes as a result of such requirement will not be excluded from the collateral securing
our revolving credit facility.

Optional Redemption
We may, at our option, redeem at any time and from time to time prior to December 1,
2018, some or all of the exchange notes at 100% of their principal amount thereof plus
accrued and unpaid interest to but excluding the redemption date plus the applicable
"make-whole premium" described under "Description of the Notes--Optional
Redemption." Prior to December 1, 2018 during any 12 month period, we also may, at
our option, redeem at any time and from time to time up to 10% of the aggregate
principal amount of the exchange notes issued under the indenture governing the
https://www.sec.gov/Archives/edgar/data/1537491/000119312517108750/d326328d424b3.htm[4/4/2017 11:23:43 AM]

Document Outline

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