SCHAFFHAUSEN, Switzerland, July 12, 2012 /PRNewswire/ -- Tyco International Ltd. (“Tyco”) (NYSE: TYC) today announced that, pursuant 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, US$1,249,071,000 in aggregate principal amount of notes subject to the Any and All Offer (as defined below) were validly tendered and not validly withdrawn prior to the expiration of the Any and All Offer at 5:00 p.m. Eastern Daylight Time (EDT) on July 11, 2012 (such time and date, “the Any and All Offer Expiration Date”), and US$907,583,000 in aggregate principal amount of notes subject to the Maximum Tender Offer (as defined below) were validly tendered and not validly withdrawn prior to the early tender date of 5:00 p.m. EDT on July 11, 2012 (such time and date, the “Early Tender Date”), according to the information provided by Global Bondholder Services Corporation, the tender agent for such offers, as more fully set forth below.
The tender offers consist of two separate offers (each an “Offer”, and collectively, the “Offers”) on the terms set forth in an offer to purchase and related letter of transmittal, each dated June 27, 2012, with (i) an Offer to purchase any and all of specified series of outstanding debt securities (the “Any and All Offer”) and (ii) a second Offer to purchase up to the Maximum Tender Amount (as defined below) of specified series of outstanding debt securities (the “Maximum Tender Offer”).
Issuer(1) | CUSIP | Title of Security | Principal | Principal Amount Tendered (US$) | Percent Tendered of Principal Amount Outstanding | Proration Factor | Acceptance | |
Offer for Notes Listed Below: Any and All Offer | ||||||||
TIFSA, Tyco | 902118BK3 | 6.000% Notes due 2013 | $656,097,000 | $382,893,000 | 58.36% | N/A | N/A | |
TIFSA | 902118BM9 | 4.125% Notes due 2014 | $500,000,000 | $300,546,000 | 60.11% | N/A | N/A | |
TIFSA | 902118BL1 | 8.500% Notes due 2019 | $750,000,000 | $385,607,000 | 51.41% | N/A | N/A | |
TIFSA, Tyco | 9021EQAC8 / 9021EQAA2 / G91447AA3 | 7.000% Notes due 2019 | $421,961,000 | $180,025,000 | 42.66% | N/A | N/A | |
Offer for Notes Listed Below: Maximum Tender Offer | ||||||||
TIFSA, Tyco | 9021EQAD6 | 6.875% Notes due 2021 | $707,404,000 | $245,447,000 | 34.70% | N/A | 1 | |
TIFSA | 902118BP2 | 3.750% Notes due 2018 | $250,000,000 | $182,920,000 | 73.17% | N/A | 2 | |
TIFSA | 902118BQ0 | 4.625% Notes due 2023 | $250,000,000 | $207,834,000 | 83.13% | N/A | 3 | |
TIFSA | 902118BN7 | 3.375% Notes due 2015 | $500,000,000 | $271,382,000 | 54.28% | 89.6% | 4 | |
(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) Notes tendered at or prior to the Early Tender Date 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.
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All notes validly tendered and not validly withdrawn in the Any and All Offer prior to the Any and All Offer Expiration Date have been accepted for purchase. Tyco and TIFSA expect to make payment for the applicable notes in same-day funds today, July 12, 2012. Tyco and TIFSA also intend to redeem, on or around August 15, 2012, all 6.000% Notes due 2013 and 4.125% Notes due 2014 that were not tendered and accepted for purchase pursuant to the Any and All Offer and are outstanding as of the date of redemption.
The maximum principal amount of notes to be purchased pursuant to the Maximum Tender Offer has been set as US$878,271,000 (the “Maximum Tender Amount”). Such maximum amount is equal to the difference between US$1,443,903,000 and the aggregate principal amount of notes validly tendered and accepted for purchase 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.
As the aggregate principal amount of notes validly tendered and not validly withdrawn prior to the Early Tender Date was greater than the Maximum Tender Amount, such tendered notes will be accepted for purchase up to the Maximum Tender Amount in accordance with the acceptance priority levels set forth in the table above, subject to proration in accordance with the terms set forth in the offer to purchase and related letter of transmittal. Tyco and TIFSA expect to make payment for the applicable notes in same-day funds today, July 12, 2012.
Holders of notes subject to the Maximum Tender Offer who validly tendered and did not validly withdraw their notes before the Early Tender Date will receive the total consideration, which includes an early tender premium of $30 per $1,000 principal amount of notes tendered by such holders that are accepted for purchase, plus accrued and unpaid interest to the date of settlement.
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”). We will not accept for purchase any notes tendered after the Early Tender Date and before the Maximum Tender Offer Expiration Date.
The terms and conditions of the Maximum Tender Offer are set forth in the offer to purchase and related letter of transmittal, each dated June 27, 2012.
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.
