Tyco receives consents for almost all of seven notes series, to exchange most notes

New York, June 2 - Tyco International Ltd. said it received consents for virtually all of its 6.125% notes due 2008, 6.125% notes due 2009, 6.75% notes due 2011, 6.375% notes due 2011, 6% notes due 2013, 7% notes due 2028 and 6.875% notes due 2029 in an offer related to a bondholder litigation settlement. In addition, virtually all the 6.875% and 7% notes will be exchanged.

By the expiration at 5 p.m. ET on June 2, Tyco received consents for 99% of the 7% notes, 98% of the 6.875% notes, the 6% notes and the 6.375% notes, 97% of the 6.75% notes, 95% of the 6.125% notes due 2009 and 89% of the 6.125% notes due 2008.

In addition, holders tendered 96% of the 7% notes for exchange and 97% of the 6.875% notes.

All consents and notes validly tendered were accepted.

As a result of having previously received the needed consents, and based on the waiver of any alleged defaults or events of default that may have arisen prior to April 11, Tyco said it has taken the necessary steps to dismiss the proceeding entitled The Bank of New York v. Tyco International Group SA pending in the U.S. District Court for the Southern District of New York. On April 30, the court entered an order dismissing that action with prejudice.

Tyco expects to complete the consent solicitations and exchange offers on June 3.

At the last announcement on May 12, the expiration was extended from that same day.

The company said on April 28 that it obtained consents from holders of a majority of the notes related to a bondholder litigation settlement.

The company asked holders to consent to a waiver of all alleged defaults related to Tyco's June 2007 separation into three publicly traded companies and to provide the holders with the right to repurchase at a fixed price under circumstances in case of a change of control.

As of May 12, the company received consents for 89% of the 6 1/8% notes due 2008, 95% of its 6 1/8% notes due 2009, 97% of its 6¾% notes, 98% of its 6 3/8% notes, 98% of its 6% notes, 98% of its 7% notes and 99% of its 6 7/8% notes.

Tyco noted that it expects that the supplemental indentures will become effective.

On April 11, the company said that it reached a preliminary agreement to settle a lawsuit related to its $3.7 billion of outstanding debt securities. The agreement was reached with firms that advise holders of about 80% of the debt.

In addition, Tyco received tenders from holders of 96% of its 7% notes and 97% of its 6 7/8% notes in an exchange offer only to qualified institutional buyers under Rule 144A. The new notes will have substantially the same terms as the existing notes, but they will expire in 2019 and 2021, respectively.

Settlement of the agreement depends on the receipt of consents from holders of a majority of the notes.

As already reported, in exchange for dismissal of the lawsuit and a waiver of any alleged default, the agreement calls for Tyco to make a total cash payment of $250 million to the holders of the securities. None of the debt will be redeemed as a result.

Tyco also previously agreed to offer to exchange its notes due 2028 and 2029 for notes with maturities in 2019 and 2021, respectively.

Based in Pembroke, Bermuda, Tyco produces electronics, fire and security, health care and engineered products and services.

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