ADT 2014 Annual Report Download - page 147

FORM 10-K
Senior Unsecured Notes
Fiscal Year 2014
On October 1, 2013, the Company issued $1 billion aggregate principal amount of 6.250% senior unsecured
notes due October 2021 to certain institutional investors pursuant to certain exemptions from registration under
the Securities Act of 1933, as amended (the “October 2013 Debt Offering”). Net cash proceeds from the issuance
of this term indebtedness totaled $987 million, of which $150 million was used to repay the outstanding
borrowings under the Company’s revolving credit facility as of September 27, 2013. The remaining net proceeds
were used primarily for repurchases of outstanding shares of ADT’s common stock. Interest is payable on
April 15 and October 15 of each year and commenced on April 15, 2014. The Company 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.
In connection with the October 2013 Debt Offering, the Company entered into an exchange and registration
rights agreement with the initial purchasers of the notes. Under this agreement, the Company was obligated to
file a registration 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, the Company was 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, the Company
commenced an offer to exchange the notes issued in the October 2013 Debt Offering, pursuant to the exchange
and registration rights agreement. This exchange offer was completed on May 9, 2014.
On March 19, 2014, the Company completed a public offering of $500 million of its 4.125% senior
unsecured notes due April 2019. Net cash proceeds from the issuance of this term indebtedness totaled $493
million, of which $200 million was used to repay outstanding borrowings under the Company’s revolving credit
facility. The remaining net proceeds were used primarily for general corporate purposes and repurchases of
outstanding shares of ADT’s common stock. Interest is payable on April 15 and October 15 of each year, and
commenced on October 15, 2014. The Company 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.
Fiscal Year 2013
On January 14, 2013, the Company issued $700 million aggregate principal amount of 4.125% unsecured
notes due June 2023 to certain institutional investors pursuant to certain exemptions from registration under the
Securities Act of 1933, as amended (the “January 2013 Debt Offering”). Net cash proceeds from the issuance of
this term indebtedness totaled $694 million and were primarily used for the repurchase of outstanding shares of
ADT’s common stock. Interest is payable on June 15 and December 15 of each year, and commenced on June 15,
2013. The Company 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.
Fiscal Year 2012
On July 5, 2012, the Company issued $2.5 billion aggregate principal amount of unsecured notes, of which
$750 million aggregate principal amount of 2.250% notes will mature on July 15, 2017, $1.0 billion aggregate
principal amount of 3.500% notes will mature on July 15, 2022, and $750 million aggregate principal amount of
4.875% notes will mature on July 15, 2042. Cash proceeds from the issuance of this term indebtedness, net of
debt issuance costs, totaled approximately $2.47 billion and were used primarily to repay intercompany debt and
to make other cash payments to Tyco in conjunction with the Separation. Interest is payable on January 15 and
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