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ADT: Tender Offers For Any And All Outstanding

The following excerpt is from the company's SEC filing.

2.250% Notes due 2017 and 4.125% Senior Notes due 2019 of The ADT Corporation

Offer to Exchange New 4.875% First-Priority Senior Secured Notes due 2032

for the Outstanding 4.875% Notes due 2042 of The ADT Corporation

Chicago, IL, April 1, 2016 Prime Security Services Borrower, LLC (together with its subsidiaries, Protection 1), a portfolio company of certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries and affiliates, Apollo), announced today that The ADT Corporation (NYSE: ADT) (ADT) has commenced consent solicitations (the Consent Solicitations) from holders of its 5.250% Senior Notes due 2020 (the 2020 Notes), 6.250% Senior Notes due 2021 (the 2021 Notes), 3.500% Notes due 2022 (the 2022 Notes), 4.125% Senior Notes due 2023 (the 2023 Notes) and 4.875% Notes due 2042 (the 2042 Notes and, together with the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2023 Notes, the Consent Notes). The record date to determine holders of the Consent Notes eligible to consent is March 31, 2016.

Also on April 1, 2016, Prime Security One MS, Inc. (the Offeror), a wholly owned subsidiary of Protection 1, launched (i) tender offers to purchase (the Tender Offers) any and all of ADTs outstanding $750,000,000 aggregate principal amount of 2.250% Notes due 2017 (the 2017 Notes) and $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2019 (the 2019 Notes and, together with the 2017 Notes, the Short-Term ADT Notes) as well as (ii) an offer to exchange (the Exchange Offer) new 4.875% First-Priority Senior Secured Notes due 2032 (the Exchange Notes) for any and all of ADTs outstanding 2042 Notes that are held by eligible holders.

The Consent Solicitations, the Tender Offers and the Exchange Offer are being conducted in connection with the previously announced merger agreement, pursuant to which Protection 1 has agreed to acquire ADT (the Acquisition). The Consent Solicitations, the Tender Offers and the Exchange Offer are conditioned upon, among other things, the closing of the Acquisition and other customary conditions precedent. However, the completion of the Consent Solicitations, the Tender Offers and the Exchange Offer are not conditions to the consummation of the Acquisition. Further, the consummation of each of the Consent Solicitations, the Tender Offers and the Exchange Offer is not contingent upon the consummation of the other such transactions. If ADTs stockholders approve the Acquisition, the Acquisition is expected to be completed by June 2016. After giving effect to the Acquisition, the combined companys key brands will be ADT® and ADT Pulse®, with the Protection One brand being maintained in select channels.

The Consent Solicitations

ADT is seeking consents from holders of the Consent Notes with respect to (i) a waiver (with respect to each series of Consent Notes, the Waiver and, collectively, the Waivers) of any potential Change of Control Triggering Event, including any potential obligation of ADT to make a Change of Control Offer (each as defined in the indentures governing the Consent Notes), and (ii) certain amendments to the indentures governing each series of Consent Notes, which would (a) amend the definition of Change of Control and (b) limit any required grant of capital stock as collateral with respect to the Consent Notes to the extent necessary not to be subject to any requirement pursuant to Securities and Exchange Commission (the SEC) rules to file separate financial statements with the SEC or any other governmental agency (clauses (a) and (b) together, with respect to each series of Consent Notes, the Proposed Amendments), in each case in connection with the Acquisition. The Consent Solicitations are subject to the terms and conditions set forth in ADTs Consent Solicitation Statement dated April 1, 2016.

Protection 1 does not expect that it will be required to make Change of Control Offers in connection with the Acquisition. However, Protection 1 has obtained financing commitments in an amount sufficient to finance fully the Acquisition in the event that any Consent Notes are required to be repaid or repurchased as a result of a change of control. Receipt of the requisite consents in the Consent...


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