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Tyco International Ltd. (TYC) Announces Total Consideration for Debt Tender Offers


7/12/2012 11:04:12 AM

SCHAFFHAUSEN, Switzerland, July 11, 2012 /PRNewswire/ -- Tyco International Ltd. ("Tyco") (NYSE: TYC) today announced the reference yield and the total consideration for each series of notes subject to the previously announced tender offers of Tyco and its subsidiary, Tyco International Finance S.A. ("TIFSA"), to purchase for cash the respective debt securities issued by TIFSA and/or Tyco, as the case may be, listed in the table below, in an aggregate principal amount of up to US$2,600,000,000.

The tender offers consist of two separate offers (each an "Offer", and collectively, the "Offers") on the terms set forth in an offer to purchase and related letter of transmittal, each dated June 27, 2012, with (i) an Offer to purchase any and all of specified series of outstanding debt securities (the "Any and All Offer") and (ii) a second Offer to purchase up to the Maximum Tender Amount (as defined below) of specified series of outstanding debt securities (the "Maximum Tender Offer").

The total consideration per US$1,000 principal amount of notes validly tendered and accepted for purchase pursuant to the Offers was determined in the manner described in the tender offer documents by reference to a fixed spread specified for the series over the yield based on the bid side price of the U.S. Treasury Security specified in the table below. Holders will also receive accrued and unpaid interest thereon up to, but excluding, the date of payment of the applicable consideration for such notes accepted for purchase in the Any and All Offer or the Maximum Tender Offer, as applicable.

Issuer(1)

CUSIP
Numbers

Title of Security

Reference U.S.
Treasury Security

Reference Yield

Fixed Spread (basis points)

Total Consideration per US$1,000 principal amount (US$)




Offer for Notes Listed Below: Any and All Offer

TIFSA, Tyco

902118BK3

6.000% Notes due 2013

0.375% due 6/30/2013

0.225%

+ 25

$ 1,073.80


TIFSA

902118BM9

4.125% Notes due 2014

0.25% due 5/31/2014

0.267%

+ 30

$ 1,079.72


TIFSA

902118BL1

8.500% Notes due 2019

1.75% due 5/15/2022

1.496%

+ 70

$ 1,380.37


TIFSA, Tyco

9021EQAC8 / 9021EQAA2 / G91447AA3

7.000% Notes due 2019

1.75% due 5/15/2022

1.496%

+ 70

$ 1,327.46




Offer for Notes Listed Below: Maximum Tender Offer


TIFSA, Tyco

9021EQAD6

6.875% Notes due 2021

1.75% due 5/15/2022

1.496%

+ 75

$ 1,356.69


TIFSA

902118BP2

3.750% Notes due 2018

0.750% due 6/30/2017

0.624%

+ 75

$ 1,125.63


TIFSA

902118BQ0

4.625% Notes due 2023

1.75% due 5/15/2022

1.496%

+ 75

$ 1,221.58


TIFSA

902118BN7

3.375% Notes due 2015

0.375% due 6/15/2015

0.354%

+ 40

$ 1,084.20


(1) Tyco is a co-issuer with TIFSA with respect to the 6.000% Notes due 2013, the 7.000% Notes due 2019 and the 6.875% Notes due 2021. Tyco guarantees all the notes listed in the table above except for those notes on which it is co-issuer.

The Any and All Offer will expire at 5:00 p.m. Eastern Daylight Time (EDT) today, July 11, 2012. Holders subject to the Any and All Offer must validly tender and not validly withdraw their notes before 5:00 p.m. EDT today, July 11, 2012 to be eligible to receive the total consideration.

The Maximum Tender Offer is subject to an aggregate purchase limit of US$1,443,903,000 in aggregate principal amount of notes less the aggregate principal amount of notes purchased in the Any and All Offer for the 7.000% Notes due 2019 and in the Any and All Offer for the 8.500% Notes due 2019 (the "Maximum Tender Amount"). The Maximum Tender Offer will expire at 11:59 p.m. EDT on July 25, 2012, unless extended or earlier terminated (such time and date, as the same may be extended, the "Maximum Tender Offer Expiration Date"). Holders subject to the Maximum Tender Offer must validly tender and not validly withdraw their notes before 5:00 p.m. EDT today, July 11, 2012 (such time and date, the "Early Tender Date") to be eligible to receive the total consideration, which includes an early tender premium of US$30 per US$1,000 principal amount of notes accepted for purchase (the "Early Tender Premium").

Holders subject to the Maximum Tender Offer who validly tender their notes after the Early Tender Date and before the Maximum Tender Offer Expiration Date will only be eligible to receive an amount equal to the total consideration minus the Early Tender Premium.

The Offers are subject to the satisfaction of certain conditions set forth in the offer to purchase, including, among other things, the consummation of an issuance by The ADT Corporation, Tyco's wholly-owned subsidiary, of one or more series of notes with terms and conditions and in amount, in each case, satisfactory to Tyco. That condition has now been satisfied.

Information relating to the Offers

Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. are the lead dealer managers for the Offers. J.P Morgan Securities LLC and Morgan Stanley & Co. Incorporated are co-dealer managers for the Offers. The lead dealer managers together with the co-dealer managers are the "Dealer Managers". Investors with questions regarding the Offers may contact Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 902-5183 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 292-0070 (toll-free) or (646) 855-3401 (collect), and Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender agent and information agent for the Offers and can be contacted at (212) 430-3774 or (866) 804-2200 (toll-free).

None of Tyco, TIFSA, their respective governing bodies, the tender agent, the information agent, or the Dealer Managers makes any recommendation as to whether holders of notes referred to in this press release should tender their notes in the Offers. This press release does not constitute an offer to purchase any notes.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the notes. The full details of the Offers for the notes, including complete instructions on how to tender notes, are included in the offer to purchase, the letter of transmittal and related materials. Holders are strongly encouraged to read carefully the offer to purchase and letter of transmittal and any other related materials, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

Holders may obtain a copy of the tender offer documents, free of charge, from Global Bondholder Services Corporation, the tender agent and information agent in connection with the Offers, by calling toll-free at 866-804-2200 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Offers.

About Tyco

Tyco International Ltd. (NYSE: TYC) is a diversified company that provides vital products and services to customers around the world. Tyco is a leading provider of security products and services, fire protection and detection products and services, and industrial valves and controls. Tyco had 2011 revenue of approximately $17.4 billion and has more than 100,000 employees worldwide. More information on Tyco can be found at www.tyco.com.

Forward-Looking Statements

This press release may contain a number of forward-looking statements. Words, and variations of words such as "expect", "intend", "will", "anticipate", "believe", "confident", "continue", "propose" and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this press release are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are outside of our control, and could cause results to materially differ from expectations. Actual results could differ materially from anticipated results. More detailed information about these and other factors is set forth in Tyco's Annual Report on Form 10-K for the fiscal year ended Sept. 30, 2011 and in subsequent filings with the Securities and Exchange Commission. We undertake no duty to update any forward-looking statement to conform this statement to actual results or changes in the company's expectations, except as required by law.

SOURCE Tyco International Ltd.


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