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The ADT Corporation Initiates Exchange Offer

  The ADT Corporation Initiates Exchange Offer

Business Wire

BOCA RATON, Fla. -- April 18, 2013

The ADT Corporation (NYSE:ADT) announced at 5:00 p.m. ET today its offer to
exchange certain of its outstanding unregistered notes for new registered
notes in accordance with the terms of its registration rights agreement with
existing holders of those notes.

Under the exchange offer, ADT is offering to exchange (the “Exchange Offer”)
up to $700,000,000 aggregate principal amount of its outstanding $700,000,000
4.125% Notes due 2023 for a like principal amount of its new $700,000,000
4.125% Notes due 2023 (the “Exchange Notes”).

The Exchange Offer will expire at 5:00 p.m. ET on May 16, 2013, unless
extended (such date and time, as they may be extended, the “Expiration Date”).
The settlement date for the Exchange Offer will occur promptly following the
Expiration Date. The Exchange Offer is made only pursuant to ADT’s prospectus
dated April 18, 2013, which has been filed with the U. S. Securities and
Exchange Commission. ADT has not authorized any person to provide information
other than as set forth in the prospectus.

Additional Information

Copies of the prospectus and transmittal materials governing the Exchange
Offer can be obtained from the exchange agent, Wells Fargo Bank, N.A., by
faxing a request to (612) 667-6282 (for Eligible Institutions only); by
writing via registered and certified mail to Wells Fargo Bank, N.A. Corporate
Trust Operations, MAC N9303-121, P.O. Box 1517, Minneapolis, MN 55480; by
writing via regular mail or courier to Wells Fargo Bank, N.A. Corporate Trust
Operations, MAC N9303-121, 6^th St. & Marquette Avenue, Minneapolis, MN 55479;
or by writing in person by hand only to Wells Fargo Bank, N.A. Corporate Trust
Services, Northstar East Building – 12^th Floor, 608 Second Avenue South,
Minneapolis, MN 55402.

This press release is for informational purposes only and is neither an offer
to exchange, nor a solicitation of an offer to sell, the Exchange Notes. The
Exchange Offer is made solely pursuant to the prospectus dated April [18],
2013, including any supplements thereto. The Exchange Offer is not being made
to holders in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such
jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These forward-looking
statements relate to anticipated financial performance, management’s plans and
objectives for future operations, business prospects, outcome of regulatory
proceedings, market conditions and other matters. We make these
forward-looking statements in reliance on the safe harbor protections provided
under the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included in this press release that
address activities, events or developments that we expect, believe or
anticipate will exist or may occur in the future, are forward-looking
statements. Forward-looking statements can be identified by various words such
as “expects,” “intends,” “will,” “anticipates,” believes,” “confident,”
“continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,”
“forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,”
and similar expressions. These forward-looking statements are based on
management’s current beliefs and assumptions and on information currently
available to management that are subject to risks and uncertainties, many of
which are outside of our control, and could cause future events or results to
be materially different from those stated or implied in this press release.
Specific factors that could cause actual results to differ from results
contemplated by forward-looking statements include, among others, the
following: competition in the markets we serve, including new entrants in
these markets; our ability to develop or acquire new technology; failure to
maintain the security of our information and technology networks; allegations
that we have infringed the intellectual property rights of third parties;
unauthorized use of our brand name; risks associated with ownership of the
ADT® brand name outside of the United States and Canada by Tyco International
Ltd., our former parent (“Tyco”); failure to enforce our intellectual property
rights; our dependence on certain software technology that we license from
third parties; failure or interruption in products or services of third-party
providers; our 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
our 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 our monitoring
facilities; interference with our customers’ access to some of our products
and services through the Internet by broadband service providers; potential
impairment of our 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 our increased
indebtedness; changes in our 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. Given the risk factors and
uncertainties that could cause our actual results to differ materially from
those contained in any forward-looking statement, we caution investors not to
unduly rely on our forward-looking statements. These risk factors should not
be construed as exhaustive. We disclaim any obligations to and do not intend
to update the risk factors listed herein or to announce publicly the result of
any revisions to any of the forward-looking statements to reflect future
events or developments. If one or more of these risks or uncertainties
materialize or if our underlying assumptions prove to be incorrect, actual
results may vary materially from what we projected. Consequently, actual
events and results may vary significantly from those included in or
contemplated or implied by our forward-looking statements. More detailed
information about these factors is set forth in ADT’s Annual Report on Form
10-K for the fiscal year ended September 28, 2012, our quarterly reports on
Form 10-Q and in other subsequent filings with the U.S. Securities and
Exchange Commission.

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.

Offering Restrictions

This release does not constitute an invitation to participate in the Exchange
Offer in any jurisdiction in which, or to any person to or from which, it is
unlawful to make such invitation or for there to be such participation under
applicable securities laws. The distribution of this release in certain
jurisdictions may be restricted by law. Persons into whose possession this
release or the prospectus come are required to inform themselves about, and to
observe, any such restrictions.

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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