ADT 2015 Annual Report Download - page 160

FORM 10-K
Fiscal Year 2013
On January 14, 2013, the Company issued $700 million aggregate principal amount of 4.125% unsecured
notes due June 2023 in a private placement conducted pursuant to Rule 144A and Regulation S 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. In connection
with the January 2013 Debt Offering, the Company entered into an exchange and registration rights agreement
with the initial purchasers, and on April 18, 2013 the Company commenced an offer to exchange the $700
million notes. This exchange offer was completed during the third quarter of fiscal year 2013.
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 in a private placement conducted pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended. Cash proceeds from the issuance of this term
indebtedness, net of debt issuance costs, totaled $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 July 15 of each year. The Company may redeem each series of the notes, in whole or in part, at
any time at a redemption price equal to the principal amount of the notes to be redeemed, plus a make-whole
premium, plus in each case, accrued and unpaid interest to, but excluding, the redemption date. In connection
with the issuance of the $2.5 billion notes, the Company entered into an exchange and registration rights
agreement with the initial purchasers, and on April 1, 2013 the Company commenced an offer to exchange such
notes. This exchange offer was completed during the third quarter of fiscal year 2013.
Revolving Credit Facility
On June 22, 2012, the Company entered into an unsecured senior revolving credit facility with a maturity
date of June 22, 2017 and an aggregate commitment of $750 million, which is available to be used for working
capital, capital expenditures and other corporate purposes. The interest rate for borrowings under the revolving
credit facility is based on the London Interbank Offered Rate (“LIBOR”) or an alternative base rate, plus a
spread, based upon the Company’s credit rating. As of September 25, 2015 and September 26, 2014, the
Company had outstanding borrowings under the facility of $335 million and $375 million, respectively, at an
interest rate of 1.651% and 1.606%, respectively.
The Company’s revolving credit facility contains customary covenants, including a limit on the ratio of debt
to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a minimum required ratio of
EBITDA to interest expense and limits on incurrence of liens and subsidiary debt. In addition, the indenture
governing the Company’s senior unsecured notes contains customary covenants including limits on liens and
sale/leaseback transactions. Furthermore, acceleration of any obligation under any of the Company’s material
debt instruments will permit the holders of its other material debt to accelerate their obligations.
As of September 25, 2015, the Company was in compliance with all covenants on its debt instruments.
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