UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2015

APX GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

4931 North 300 West

Provo, Utah 84604

(Address of Principal Executive Offices) (Zip Code)

(801) 377-9111

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Senior Secured Notes due 2022

Overview

On October 19, 2015, APX Group, Inc. (the “Issuer”), a wholly owned subsidiary of the registrant, APX Group Holdings, Inc. (the “Company”), issued $300,000,000 aggregate principal amount of 8.875% senior secured notes due 2022 (the “Notes”), pursuant to a note purchase agreement (the “Note Purchase Agreement”) dated as of October 19, 2015, among the Issuer, the guarantors party thereto (the “Guarantors”), the purchaser party thereto and Wilmington Trust, National Association, as collateral agent, in a private placement exempt from registration under the Securities Act.

Interest on the Notes will be payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2016. Interest on the Notes will accrue from and including October 19, 2015. The Notes will mature on December 1, 2022.

The Issuer intends to use a portion of the net proceeds from the issue and sale of the Notes to repay outstanding borrowings under the Company’s revolving credit facility and the remaining net proceeds for general corporate purposes.

The following is a brief description of the terms of the Notes and the Note Purchase Agreement. Capitalized terms used herein, but not defined herein, will have the meanings given to them in the Note Purchase Agreement.

Ranking

The Notes and the guarantees thereof are the Issuer’s and the Guarantors’ senior secured obligations and rank:

The Notes will be effectively senior to any future indebtedness of the Issuer that is unsecured or secured by Liens on Collateral that are junior to the Liens securing the Notes, in each case, to the extent of the value of the Collateral (after giving effect to Liens securing the Priority Payment Lien Obligations and any other Lien on the Collateral). The Notes will be structurally subordinated to all existing and future liabilities (including trade payables) of any of the Issuer’s subsidiaries that do not guarantee the Notes.

Guarantees and Collateral

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by the Company and each of the Issuer’s existing restricted subsidiaries that guarantee indebtedness under the Issuer’s revolving credit facility and the Issuer’s existing senior secured notes and senior unsecured notes. The Issuer’s existing and future foreign subsidiaries are not expected to guarantee the Notes. These guarantees are subject to release under specified circumstances.

The Notes are secured, on a pari passu basis, by the collateral securing obligations under the Issuer’s existing senior secured notes and the revolving credit facilities, in each case, subject to certain

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exceptions and permitted liens. Under the terms of the security documents and the 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 borrowings under the Issuer’s revolving credit facility, and any additional “superpriority” borrowings that the Issuer is permitted to incur in the future.

Optional Redemption

The Issuer may, at its option, redeem at any time and from time to time prior to December 1, 2018, some or all of the Notes at 100% of the principal amount thereof plus accrued and unpaid interest to the redemption date plus the applicable “make-whole premium.”

From and after December 1, 2018, the Issuer may, at its option, redeem at any time and from time to time some or all of the Notes at the applicable redemption prices listed in the Notes Purchase Agreement.

In addition, on or prior to December 1, 2018, the Issuer may, at its option, redeem up to 35% of the Notes issued under the Note Purchase Agreement with the proceeds from certain equity offerings at a redemption price listed in the Note Purchase Agreement.

At any time and from time to time prior to December 1, 2018, the Issuer may at its option redeem during each 12-month period commencing with the issue date up to 10% of the aggregate principal amount of the Notes issued under the Note Purchase Agreement, at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, to the redemption date.

Change of Control Offer

Upon the occurrence of specific kinds of change of control, if the Issuer does not redeem the Notes, the holders of the Notes will have the right to require the Issuer to repurchase some or all of the holders’ Notes at 101% of their principal amount, plus accrued and unpaid interest to the repurchase date.

Covenants

The Note Purchase Agreement contains covenants that, among other things, limit the Issuer’s ability and the ability of certain of the Issuer’s subsidiaries to:

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These covenants are subject to a number of important limitations and exceptions.

Events of Default

The Note Purchase Agreement also provides for events of default which, if any of them occur, would permit or require the principal of and premium, if any, and interest on the Notes to become or to be declared due and payable immediately.

The foregoing description of the Note Purchase Agreement is included to provide you with a summary of its key terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, the form of which is filed hereto as Exhibit 10.1.

The information required to be disclosed under this Item 2.03 is set forth above under 1.01 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 19, 2015

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EXHIBIT INDEX

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