BOCA RATON, Fla., Dec. 04, 2020 (GLOBE NEWSWIRE) -- ADT Inc. (NYSE: ADT), a leading provider of security, automation, and smart home solutions serving consumer and business customers in the United States, today announced that Prime Security Services Borrower, LLC, Prime Finance Inc. and The ADT Security Corporation, each a wholly-owned subsidiary of ADT, have commenced tender offers to purchase up to $300 million aggregate principal amount of their outstanding 6.250% Second-Priority Senior Secured Notes due 2028 and 4.875% First-Priority Senior Secured Notes due 2032. ADT will fund the Offers with cash on hand. In September 2020, ADT received $450 million of gross proceeds from an equity investment in the Company by Google, and has stated its intention to use these proceeds to reduce debt and fund growth investments in 2020 and beyond.
Subject to the Aggregate Offer Limit and proration, the Notes accepted for payment on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as the case may be, will be accepted in accordance with their order of priority (the “Acceptance Priority Level”) as set forth in the table below (with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level). Subject to the Aggregate Offer Limit and proration, all Notes tendered at or before the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Time having a lower Acceptance Priority Level are accepted, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Tender Offers. However, if the Tender Offers are not fully subscribed as of the Early Tender Time, subject to the Aggregate Offer Limit, Notes tendered at or before the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time, even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Time.
| Notes | CUSIP Number(s) | Principal Amount Outstanding | Acceptance Priority Level | Tender Offer Consideration | Early Tender Payment | Total Consideration |
| 6.250% Second-Priority Senior Secured Notes due 2028 | 74166M AE6, US74166MAE66, U7415P AF2 and USU7415PAF28 | $1,300,000,000 | 1 | $1,042.50 | $30.00 | $1,072.50 |
| 4.875% First-Priority Senior Secured Notes due 2032 | 74166N AA2, US74166NAA28, U7415Q AA1 and USU7415QAA14 | $728,016,000 | 2 | $1,035.00 | $30.00 | $1,065.00 |
The consideration for Notes validly tendered prior to 5:00 p.m., New York City time, on December 17, 2020 (the “Early Tender Time”), and not validly withdrawn prior to the Early Tender Time, will be (a) $1,072.50 for each $1,000 principal amount of 2028 Notes, which includes an early tender payment of $30.00 per $1,000 principal amount of 2028 Notes so tendered, and (b) $1,065.00 for each $1,000 principal amount of 2032 Notes, which includes an early tender payment of $30.00 per $1,000 principal amount of 2032 Notes so tendered. The consideration for 2028 Notes validly tendered after the Early Tender Time but prior to 11:59 p.m., New York City time, January 4, 2021 (the “Expiration Time”), will be (a) $1,042.50 for each $1,000 principal amount of 2028 Notes and (b) $1,035.00 for each $1,000 principal amount of 2032 Notes.
The early settlement date for all Notes that are validly tendered at or prior to the Early Tender Time and not validly withdrawn prior to 5:00 p.m., New York City time, on December 17, 2020 (the “Withdrawal Deadline”), and accepted by the Offerors for purchase in the Tender Offers, will be promptly after the Early Tender Time and is expected to be on or about December 18, 2020 (the “Early Settlement Date”). The final settlement date for all Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time, and accepted by the Offerors for purchase in the Tender Offers, will be promptly after the Expiration Time and is expected to be on or about January 5, 2021 (the “Final Settlement Date”).
Tenders of the Notes may be withdrawn at any time prior to the Withdrawal Deadline but not thereafter, except to the extent the Offerors, as they determine necessary or to the extent required by law, provide additional withdrawal rights.
The Offerors reserve the right to (i) extend, withdraw or terminate any of the Tender Offers at any time and from time to time, (ii) waive any and all conditions to any of the Tender Offers or (iii) otherwise amend any of the Tender Offers in any respect. Each Tender Offer is a separate tender offer to purchase the applicable Notes for cash, and each Tender Offer may be individually amended, extended or terminated.
The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated December 4, 2020 (the “Offer to Purchase”), which will be distributed to all holders of the Notes.
About ADT
ADT is a leading provider of security, automation, and smart home solutions serving consumer and business customers through more than 300 locations, 9 owned and operated monitoring centers, and the largest network of security professionals in the United States. The company offers many ways to help protect customers by delivering lifestyle-driven solutions via professionally installed, do-it-yourself, mobile, and digital-based offerings for residential, small business, and larger commercial customers. For more information, please visit www.adt.com or follow us on Twitter, LinkedIn, Facebook, and Instagram.
