The ADT Corporation Prices Private Offering of Senior Notes

  The ADT Corporation Prices Private Offering of Senior Notes

Business Wire

BOCA RATON, Fla. -- January 7, 2013

The ADT Corporation (NYSE:ADT) today announced the pricing of its offering of
$700 million aggregate principal amount of 4.125 percent Senior Notes due
2023. ADT intends to use the net proceeds from the offering primarily for the
repurchase of outstanding shares of ADT common stock. Any net proceeds not
used for such share repurchases are intended to be used for general corporate
purposes. The offering is expected to close on or about January 14, 2013,
subject to the satisfaction of various customary closing conditions.

The notes will be offered and sold to qualified institutional buyers in the
U.S. pursuant to Rule 144A and outside the U.S. pursuant to Regulation S under
the Securities Act of 1933, as amended (the “Securities Act”).

The notes have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the U.S. absent registration
or an applicable exemption from the registration requirements of the
Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of
an offer to purchase the notes or any other securities, and shall not
constitute an offer, solicitation or sale in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful. This press
release is being issued pursuant to and in accordance with Rule 135C under the
Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, among
others, the use of the net proceeds from the offering and ADT’s expectations
regarding the closing of the offering. Words such as “anticipates,”
“estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,”
“believes,” “continues,” and words and terms of similar substance are intended
to identify forward-looking statements. The forward-looking statements in this
press release are based on management’s current expectations and beliefs about
future events. As with any projection or forecast, they are inherently
susceptible to uncertainty and changes in circumstances. Various factors could
adversely affect ADT’s operations, business or financial results in the future
and cause actual results to differ materially from those contained in the
forward-looking statements. ADT’s actual results could differ materially from
management’s expectations because of such factors, including: competition in
the markets ADT serves, including new entrants in these markets; ADT’s ability
to develop or acquire new technology; failure to maintain the security of
ADT’s information and technology networks; allegations that ADT has infringed
the intellectual property rights of third parties; unauthorized use of ADT’s
brand name; risks associated with ownership of the ADT® brand name outside of
the United States and Canada by Tyco International Ltd. (“Tyco”); failure to
enforce ADT’s intellectual property rights; ADT’s dependence on certain
software technology that ADT licenses from third parties; failure or
interruption in products or services of third-party providers; ADT’s greater
exposure to liability for employee acts or omissions or system failures; an
increase in the rate of customer attrition; downturns in the housing market
and consumer discretionary income; risks associated with ADT’s non-compete and
non-solicit arrangements with Tyco; entry of potential competitors upon the
expiration of non-competition agreements; shifts in consumers’ choice of, or
telecommunication providers’ support for, telecommunication services and
equipment; interruption to ADT’s monitoring facilities; interference with
ADT’s customers’ access to some of ADT’s products and services through the
Internet by broadband service providers; potential impairment of ADT’s
deferred tax assets; changes in U.S. and non-U.S. governmental laws and
regulations; risks associated with acquiring and integrating customer
accounts; potential loss of authorized dealers and affinity marketing
relationships; failure to realize expected benefits from acquisitions; risks
associated with pursuing business opportunities that diverge from our current
business model; potential liabilities for obligations of The Brink’s Company
under the Coal Act; potential liabilities for legacy obligations relating to
the separation from Tyco; capital market conditions, including availability of
funding sources; risks related to ADT’s increased indebtedness; changes in
ADT’s credit ratings; failure to fully realize expected benefits from the
separation from Tyco; and difficulty in operating as an independent public
company separate from Tyco. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements set forth in ADT’s Annual Report on Form 10-K for the fiscal year
ended September 28, 2012 and in subsequent filings with the Securities and
Exchange Commission. ADT undertakes no obligation to publicly update or review
any forward-looking statement made by ADT or on ADT’s behalf, whether as a
result of new information, future developments, subsequent events or
circumstances or otherwise.

About ADT

The ADT Corporation (NYSE:ADT) is a leading provider of electronic security,
interactive home and business automation and monitoring services for
residences and small businesses in the United States and Canada. ADT's broad
and pioneering set of products and services, including ADT Pulse interactive
home and business solutions, and home health services, meet a range of
customer needs for today’s active and increasingly mobile lifestyles.
Headquartered in Boca Raton, Florida, ADT helps provide peace of mind to more
than six million customers, and it employs approximately 16,000 people at 200
locations. More information is available at www.adt.com.

Contact:

The ADT Corporation
Media Relations
Sarah Cohn +1 561-322-7029
scohn@adt.com
or
Investor Relations
Craig Streem, +1 561-226-2983
cstreem@adt.com
 
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