Tyco sets pricing, gives early results for simultaneous tender offers

By Jennifer Chiou

New York, July 12 - Tyco International Ltd. and its subsidiary Tyco International Finance SA (Tifsa) announced the pricing terms and the results to date of their two separate tender offers for up to $2.6 billion of several series of notes in connection with the previously announced spinoff of wholly owned subsidiary ADT Corp.

Overall, the companies received tenders as of 5 p.m. ET on July 11 from holders of $1,249,071,000 total principal amount of notes in the any and all offer and $907,583,000 total of the notes in the maximum offer.

The companies received early tenders for the following notes in the any and all offer:

• $382,893,000 of the $656,097,000 of 6% notes due 2013 co-issued by Tifsa and Tyco, with a payout of $1,073.80 per $1,000 principal amount, calculated using the 0.375% Treasury due June 30, 2013 plus a spread of 25 basis points;

• $300,546,000 of the $500 million of 4.125% notes due 2014 issued by Tifsa, with a payout of $1,079.72 per $1,000 principal amount, calculated using the 0.25% Treasury due May 31, 2014 plus a spread of 30 bps;

• $385,607,000 of the $750 million of 8.5% notes due 2019 issued by Tifsa, with a payout of $1,380.37 per $1,000 principal amount, calculated using the 1.75% Treasury due May 15, 2022 plus a spread of 70 bps; and

• $180,025,000 of the $421,961,000 of 7% notes due 2019 co-issued by Tifsa and Tyco, with a payout of $1,327.46 per $1,000 principal amount, calculated using the 1.75% Treasury due May 15, 2022 plus a spread of 70 bps.

In the maximum tender offer (notes listed in order of acceptance priority), holders submitted the following by the early deadline:

• $245,447,000 of the $707,404,000 of the 6.875% notes due 2021 co-issued by Tifsa and Tyco, with a payout of $1,356.69 per $1,000 principal amount, calculated using the 1.75% Treasury due May 15, 2022 plus a spread of 75 bps;

• $182.92 million of the $250 million of 3.75% notes due 2018 issued by Tifsa, with a payout of $1,125.63 per $1,000 principal amount, calculated using the 0.75% Treasury due June 30, 2017 plus a spread of 75 bps;

• $207,834,000 of the $250 million of 4.625% notes due 2023 issued by Tifsa, with a payout of $1,221.58 per $1,000 principal amount, calculated using the 1.75% Treasury due May 15, 2022 plus a spread of 75 bps; and

• $271,382,000 of the $500 million of 3.375% notes due 2015 issued by Tifsa, with a payout of $1,084.20 per $1,000 principal amount, calculated using the 0.375% Treasury due June 15, 2015 plus a spread of 40 bps.

In the second offer, the total purchase price includes a $30.00 premium for notes tendered by the early deadline of 5 p.m. ET on July 11. Notes tendered by the early date will be given priority for acceptance to those tendered afterward.

Holders who tender their notes after the early deadline in the maximum offer will receive the total price less the early tender premium. Pricing was set at 2 p.m. ET on July 11.

The companies also will pay accrued interest up to but excluding the payment date.

In the maximum offer, the company will purchase up to $1,443,903,000 principal amount of notes less the total amount of 7% and 8.5% notes purchased in the first offer, which ended at 5 p.m. ET on July 11.

Tyco said that it has accepted all tenders in the any and all offer, and the maximum amount of notes to be purchased in the maximum offer is $878,271,000 principal amount.

The maximum tender offer will run until 11:59 p.m. ET on July 25.

The lead dealer managers are Goldman, Sachs & Co. (800 828-3182 or collect 212 902-5183), Bank of America Merrill Lynch (800 292-0070 or collect 646 855-3401) and Citigroup Global Markets Inc. (800 558-3745 or collect 212 723-6106).

The co-dealer managers are J.P. Morgan Securities LLC and Morgan Stanley & Co. Inc.

Global Bondholder Services Corp. (866 804-2200 or bankers and brokers call collect at 212 430-3774) is the tender agent and information agent.

Tyco is a Princeton, N.J.-based provider of electronic security products and services, fire protection and detection products and flow control. It launched the offers on June 26.

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