ADT 2011 Annual Report Download - page 226

TYCO INTERNATIONAL LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Debt (Continued)
and September 24, 2010, the fair value of the Company’s debt which was actively traded was
$4,689 million and $4,730 million, respectively.
Commercial Paper
As of September 30, 2011 and September 24, 2010, Tyco International Finance, S.A. (‘‘TIFSA’’),
the Company’s finance subsidiary, had no commercial paper outstanding.
Credit Facilities
On March 24, 2011, TIFSA, as the Borrower, and the Company as the Guarantor, entered into a
Four-Year Senior Unsecured Credit Agreement, providing for revolving credit commitments in the
aggregate amount of $750 million (the ‘‘Credit Agreement’’). In connection with entering into the
Credit Agreement, TIFSA and the Company terminated the existing Three-Year Senior Unsecured
Credit Agreement, dated June 24, 2008, which provided for revolving credit commitments in the
aggregate amount of $500 million. The Credit Agreement also reduced the lenders’ commitments under
the existing Five-Year Senior Unsecured Credit Agreement, dated April 25, 2007, from an aggregate of
$1.19 billion to $750 million, and which is scheduled to expire in April 2012.
As a result of entering into the Credit Agreement and the termination and reduction described
above, the Company’s committed revolving credit facilities totaled $1.5 billion as of September 30,
2011. These revolving credit facilities may be used for working capital, capital expenditures and general
corporate purposes. As of September 30, 2011 and September 24, 2010, there were no amounts drawn
under the Company’s revolving credit facilities. Interest under the revolving credit facilities is variable
and is calculated by reference to LIBOR or an alternate base rate.
Fiscal 2011 Debt Issuance/Repayment
On January 12, 2011, TIFSA issued $250 million aggregate principal amount of 3.75% Notes due
on January 15, 2018 (the ‘‘2018 Notes’’) and $250 million aggregate principal amount of 4.625% Notes
due on January 15, 2023 (the ‘‘2023 Notes’’), which are fully and unconditionally guaranteed by the
Company. TIFSA received total net proceeds of approximately $494 million after deducting debt
issuance costs of approximately $1 million for the 2018 Notes and $2 million for the 2023 Notes, as
well as debt discount of approximately $1 million for the 2018 Notes and $2 million for the 2023 Notes.
The net proceeds of the aforementioned debt issuances, along with other available funds, were used to
fund the repayment upon maturity of all of the Company’s outstanding 6.75% Notes due February 2011
with a principal amount of $516 million. The 2018 Notes and the 2023 Notes are unsecured and rank
equally with TIFSA’s other unsecured and unsubordinated debt.
Prior to January 15, 2018 in the case of the 2018 Notes and prior to October 15, 2022 in the case
of the 2023 Notes, TIFSA may redeem any of the notes at a redemption price equal to the greater of
the principal amount of the notes of such series or a make-whole amount, plus in each case, accrued
and unpaid interest. On or after October 15, 2022, TIFSA may redeem the 2023 Notes at a redemption
price equal to 100% of the principal amount of the notes plus accrued and unpaid interest. The holders
of both the 2018 Notes and the 2023 Notes have the right to require TIFSA to repurchase all or a
portion of the notes at a purchase price equal to 101% of the principal amount of the notes
repurchased, plus accrued and unpaid interest upon the occurrence of a change of control triggering
event, which requires both a change of control and rating event, each as defined in the indenture
2011 Financials 123