SCHAFFHAUSEN, Switzerland, June 27, 2012 /PRNewswire/ -- Tyco International Ltd. (“Tyco”) (NYSE:TYC) today announced that, in connection with its planned spin-off of its wholly-owned subsidiary, The ADT Corporation, Tyco and its subsidiary, Tyco International Finance S.A. (“TIFSA”), have commenced tender offers to purchase for cash the respective debt securities issued by TIFSA or Tyco, as the case may be, listed in the table below, in an aggregate principal amount of up to $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, dated June 27, 2012, with (i) an Offer to purchase any and all outstanding 6.000% Notes due 2013 co-issued by TIFSA and Tyco, 4.125% Notes due 2014 issued by TIFSA, 8.500% Notes due 2019 issued by TIFSA and 7.000% Notes due 2019 co-issued by TIFSA and Tyco (the “Any and All Offer”), and (ii) a second Offer to purchase up to the Maximum Tender Amount (as defined below) of the 6.875% Notes due 2021 co-issued by TIFSA and Tyco, 3.750% Notes due 2018 issued by TIFSA, 4.625% Notes due 2023 issued by TIFSA and 3.375% Notes due 2015 issued by TIFSA (the “Maximum Tender Offer”). Tyco refers investors to the tender offer documents for the complete terms of the Offers.
Issuer(1) | CUSIP | Title of Security | Principal | Reference U.S. | Bloomberg | Fixed | Acceptance | Early Tender |
Offer for Notes Listed Below: Any and All Offer | ||||||||
TIFSA, Tyco | 902118BK3 | 6.000% Notes due 2013 | $656,097,000 | 0.375% due 6/30/2013 | BBT3 | + 25 | N/A | N/A |
TIFSA | 902118BM9 | 4.125% Notes due 2014 | $500,000,000 | 0.25% due 5/31/2014 | BBT1 | + 30 | N/A | N/A |
TIFSA | 902118BL1 | 8.500% Notes due 2019 | $750,000,000 | 1.75% due 5/15/2022 | BBT1 | + 70 | N/A | N/A |
TIFSA, Tyco | 9021EQAC8 / 9021EQAA2 | 7.000% Notes due 2019 | $421,721,000 | 1.75% due 5/15/2022 | BBT1 | + 70 | N/A | N/A |
Offer for Notes Listed Below: Maximum Tender Offer | ||||||||
TIFSA, Tyco | 9021EQAD6 | 6.875% Notes due 2021 | $707,404,000 | 1.75% due 5/15/2022 | BBT1 | + 75 | 1 | $30 |
TIFSA | 902118BP2 | 3.750% Notes due 2018 | $250,000,000 | 0.625% due 6/30/2017 | BBT1 | + 75 | 2 | $30 |
TIFSA | 902118BQ0 | 4.625% Notes due 2023 | $250,000,000 | 1.75% due 5/15/2022 | BBT1 | + 75 | 3 | $30 |
TIFSA | 902118BN7 | 3.375% Notes due 2015 | $500,000,000 | 0.375% due 6/15/2015 | BBT1 | + 40 | 4 | $30 |
(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.
(2) This is the Bloomberg Reference Page to be used to spot the Reference U.S. Treasury Security as of the applicable price determination date.
(3) If any notes are purchased in the Maximum Tender Offer, notes tendered at or prior to the Early Tender Date (as defined below) will be accepted for purchase in priority to other notes tendered after the Early Tender Date even if such notes tendered after the Early Tender Date have a higher acceptance priority level than notes tendered prior to the Early Tender Date.
(4) Per $1,000 principal amount of notes accepted for purchase. The Total Consideration (as defined below) for each of the $1,000 principal amount of notes validly tendered and accepted for payment pursuant to the Offers will be determined by the Dealer Managers (as defined below) in the manner described in this Offer to Purchase by reference to a fixed spread specified for the Series over the reference yield based on the bid side price of the U.S. Treasury Security specified in the table above on the applicable price determination date. Holders of notes subject to the Maximum Tender Offer that are validly tendered and not validly withdrawn before the Early Tender Date and accepted for purchase will receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes accepted for purchase.
