ADT 2014 Annual Report Download - page 116

FORM 10-K
statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the
Securities Act of 1933, as amended. Alternatively, we were required to file a shelf registration statement to cover
resales of such notes if the exchange offer was not completed within 365 days after closing of the initial notes
issuance and the offer to exchange the notes had not been completed within 30 business days of the effective time
and date of the registration statement. On April 4, 2014, we commenced an offer to exchange the $1 billion notes
issued in October 2013. This exchange offer was completed on May 9, 2014.
On March 19, 2014, we completed a public offering of $500 million of our 4.125% senior unsecured notes
due April 2019 (the “March 2014 Debt Offering”). Net cash proceeds from the issuance of this term indebtedness
totaled $493 million, of which $200 million was used to repay the majority of the outstanding borrowings under
our revolving credit facility as of December 27, 2013. The remaining net proceeds were used primarily for
general corporate purposes and for repurchases of outstanding shares of our common stock. Interest is payable on
April 15 and October 15 of each year, and commenced on October 15, 2014. We may redeem the notes, in whole
or in part, at any time prior to the maturity date at a redemption price equal to the greater of the principal amount
of the notes to be redeemed, or a make-whole premium, plus in each case, accrued and unpaid interest to, but
excluding, the redemption date.
As of September 26, 2014, we were in compliance with all financial covenants related to our debt issuances.
Share Repurchases
On November 18, 2013, our board of directors authorized a $1 billion increase to the $2 billion, three-year
share repurchase program that was previously approved on November 26, 2012. This repurchase program expires
November 26, 2015. Pursuant to this approval, we may enter into accelerated share repurchase plans as well as
repurchase shares on the open market. During fiscal year 2014, we made open market repurchases of 14.0 million
shares of our common stock at an average price of $35.72 per share. The total cost of open market repurchases
for fiscal year 2014 was approximately $500 million, all of which was paid during the period.
On November 19, 2013, we entered into an accelerated share repurchase agreement under which we paid
$400 million for an initial delivery of approximately 8 million shares of our common stock. This accelerated
share repurchase program was completed on February 25, 2014. In total, we repurchased 10.9 million shares of
our common stock at an average price of $36.86 per share under this accelerated share repurchase agreement.
On November 24, 2013, we entered into a Share Repurchase Agreement (“Share Repurchase Agreement”)
with Corvex. Pursuant to the Share Repurchase Agreement, we repurchased 10.2 million shares from Corvex for
a price per share equal to $44.01, resulting in $451 million of cash paid during the quarter ended December 27,
2013.
As of September 26, 2014 we had $381 million remaining under the previously approved $3 billion share
repurchase program.
Dividends
During fiscal year 2014 our board of directors declared the following four dividends on our common stock
of $0.20 per share:
Dividend Declared Date Dividend Paid Date
To Stockholders on
Record as of
January 9, 2014 February 19, 2014 January 29, 2014
March 13, 2014 May 21, 2014 April 30, 2014
July 18, 2014 August 20, 2014 July 30, 2014
September 19, 2014 November 19, 2014 October 29, 2014
50