Thrive Holdings to acquire ADT for $7.6B, or $15.3B including debt

Thrive Holdings agreed on October 29 to acquire ADT (NYSE: ADT) for $10.00 a share in cash, a deal that values the US home security company at about $7.6 billion in equity and $15.3 billion in enterprise value, which includes its debt. Thrive Holdings is the permanent-capital company that Joshua Kushner's Thrive Capital launched in 2025 to buy and run established businesses, and OpenAI is one of its owners.

ADT, which had $5.1 billion of revenue last year and has more than 12,000 employees, would become the base of a smart home security business inside a holding company whose more than 75 businesses are in accounting, IT services and the built environment. Funds managed by Apollo Global Management, which sold the last of its ADT shares in May, are providing the debt and a layer of preferred equity.

The price and the multiple

The $10.00 is 45.6% above ADT's close of $6.87 on October 27, which ADT's release calls its unaffected price, and 52.1% above its 30-day volume-weighted average price to that day, which works out to about $6.57. The next day Octus, a credit market news service, reported that Thrive Capital was in talks to take ADT private and that a private loan of possibly record size was under consideration, according to Security Info Watch. On the announcement, ADT's shares rose about 34% to around $9.93, Yahoo Finance reported at 3:06 p.m. ET, 7 cents below the offer.

Against ADT's own results, the enterprise value is 5.7 times its adjusted EBITDA and 3.0 times its revenue for the four quarters to June 30. The $7.7 billion gap between the enterprise and equity values is in line with ADT's balance sheet, which showed $7.69 billion of debt and $4 million of cash on June 30, according to its second-quarter release.

Source: ADT's quarterly earnings releases, continuing operations. Adjusted EBITDA is a non-GAAP measure. The multiples are SaasBuzz calculations on the $15.3 billion enterprise value.

The price is 28.6% below the $14.00 a share at which ADT went public in January 2018. The offer is about 38% above the roughly $7.25 a share ADT paid in May, when it bought back 29 million shares as Apollo's funds sold their remaining stake of about 102 million, according to ADT's second-quarter 10-Q.

How the deal is paid for

Thrive Holdings has committed equity to the buyer and guaranteed some of its obligations, including a $473 million fee it would owe ADT in certain cases, such as a failure to close when required, according to the 8-K filed with the merger agreement. Apollo's funds committed to buy preferred equity in a parent company of the buyer and to provide the debt. The merger agreement names Apollo and Atlas SP Partners, which Apollo described in 2024 as majority owned by Apollo funds, as the initial backstop for 100% of the new debt, with the right to syndicate it. Neither side disclosed the size of each piece. The deal has no financing condition.

Thrive Holdings said in August that it had raised more than $2 billion at a $12 billion valuation, from investors including D1 Capital Partners, Altimeter Capital and SoftBank Group, bringing its total raised to more than $3 billion. ADT's enterprise value is about 1.3 times that valuation.

What holders get, and what they must approve

ADT's board approved the deal unanimously. Common and Class B shares both convert into $10.00 in cash, and the deal needs the votes of a majority of the outstanding common and Class B shares, voting together, plus the end of the US antitrust waiting period under the Hart-Scott-Rodino Act. State Farm owns 133.3 million shares, 19.7% of the common stock, according to its August filing. State Farm paid $9.00 a share, $1.2 billion in all, in 2022, according to ADT's 2026 proxy statement; at $10.00 the stake is worth $1.33 billion. The proxy also shows Google holding all 54.7 million Class B shares as of April 7. Google bought them for $450 million in 2020, and they are worth $547 million at the offer price. None of ADT's October 29 filings mentions a voting or support agreement with any holder.

ADT may look for a better offer until 11:59 p.m. New York time on November 28, and keep talking until December 8 with bidders that come forward in that window. If it signs with a better bidder during the go-shop, or with one of those bidders by December 8, it owes a $114 million fee, 1.5% of the equity value. Leaving for a better offer after that, or certain other cases, costs $227 million, 3.0%. Either side can walk away if the deal has not closed by July 29, 2027. Until closing, ADT may not pay dividends without the buyer's consent. ADT will report third-quarter results on November 3 and will not take questions on the call.

"ADT is pleased to enter into this transaction, which recognizes the value built by our more than 12,000 employees and delivers an attractive cash premium to our stockholders," said Jim DeVries, ADT's chairman, president and chief executive officer. Thrive Holdings intends to support ADT's management, the release says, and ADT's data and privacy policies will not change, with no new data sharing without customer permission.

Who is buying ADT

Thrive Capital launched Thrive Holdings in April 2025 as "a permanent capital vehicle dedicated to investing in, acquiring, and operating businesses for the long term." ADT's employee FAQ describes Thrive Capital as an investment firm with more than $65 billion in assets under management, and the holding company's businesses as industry platforms, each with its own management team. Two are named in the release: Current in accounting and Shield in IT services. Thrive Holdings' own posts do not give prices for its earlier purchases.

OpenAI took an ownership stake in Thrive Holdings in December 2025, saying it would "embed research, product, and engineering teams inside Thrive Holdings' companies." Neither company disclosed the size of the stake. In an October 16 post, Thrive Holdings put it this way: "OpenAI is an equity owner in Thrive Holdings, and their engineers work alongside our teams in some of our businesses." The same post published benchmarks built from tax returns and simulated IT support tickets drawn from work at Current and Shield, comparing OpenAI's GPT-6 and GPT-6.1 models with Anthropic's and DeepSeek's. Thrive Holdings says such tests help it choose which models its systems run on for specific tasks.

The clearest public account of the work is a May post on OpenAI's site, written by engineers from both companies. They say a tax tool they built processed 7,000 returns across the accounting firms in its pilot during this year's tax season, and that it saves practitioners about a third of their time on tax preparation.

What the AI rollup looks like at ADT's size

Thrive Holdings' model is to own the business rather than sell it software. "An owner gets the whole system: the workflow, the data, the practitioners, the incentives, the edge cases, and the decision rights to change how the business actually runs," it wrote in a June essay, "Long Humans." Thrive Holdings' plan for ADT, as it describes it, starts with alarms:

We see an opportunity for new technology to help reduce false alarms and make notifications more informative, giving monitoring teams better information when something needs attention.Thrive Holdings, announcing the ADT agreement, October 29, 2026

The same announcement says the technology could also find equipment problems earlier. When OpenAI joined, Thrive Holdings described accounting and IT services as industries that "still run on workflows that have barely changed in decades." ADT starts from a different place: its adjusted EBITDA margin was 52% over the four quarters to June 30, and its second-quarter release already describes "AI-driven call routing and virtual AI agents" in customer service. Revenue is growing slowly: it rose 2% in the second quarter, and ADT expects about 2% growth for 2026.

General Catalyst, which backs its own group of AI rollups, says the companies it supports "aim to take businesses growing in single digits to 10-20% growth" through acquisitions and what it calls capability-led growth. Long Lake, whose first investment General Catalyst led in 2024, completed its take-private of American Express Global Business Travel in September. The two deals were put together differently.

Source: ADT's release and 8-K of October 29, 2026; Amex GBT's release of May 4, 2026. ADT's premium is to its unaffected October 27 close; Amex GBT's is to its May 1 close, the last full trading day before the announcement. Amex GBT did not say whether its $6.3 billion was equity or enterprise value. Long Lake's banks were JPMorgan, Bank of America, Citi and MUFG.

The investor lists overlap. Thrive Holdings named D1 Capital Partners among the backers of its August raise, and Amex GBT's release lists Long Lake's investors as "General Catalyst, Alpha Wave, Elad Gil, D1, Thrive and other strategic partners."

The ADT deal is also built differently from the partner model in Thrive Holdings' June essay: "Our partners keep meaningful equity in their firms. A seller who wants to fully cash out now is not the right fit." ADT's public stockholders are to be paid entirely in cash, and employees' unvested equity awards convert into cash awards on their existing vesting schedules, according to ADT's note to employee equity holders. ADT told employees it will keep a long-term incentive program, designed jointly with Thrive Holdings, but the October 29 filings do not say whether ADT's managers will be offered equity in the new owner.

"We intend to build on that foundation by strengthening ADT's technology and product capabilities, with the capital and patience to invest over decades," Kareem Zaki, a partner at Thrive Holdings, said in the release. The go-shop ends November 28, and ADT has said it will file a proxy statement for the stockholder vote.