ADT Inc. (NYSE: ADT) (the “Company” or “ADT”), a leading provider
of security, automation, and smart home solutions serving consumer
and business customers in the United States, announced today that
Prime Security Services Borrower, LLC, a Delaware limited liability
company (the “Issuer”), and Prime Finance Inc., a Delaware
corporation (the “Co-Issuer” and, together with the Issuer, the
“Issuers”), its indirect wholly owned subsidiaries, have completed
their previously announced offering (the “Offering”) of $1,300
million aggregate principal amount of 6.250% second-priority senior
secured notes due 2028 (the “Notes”). The Notes are exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”).
The gross proceeds from the Offering were $1,300 million and,
together with borrowings under the Issuer’s revolving credit
facility and cash on hand, were used to (i) redeem in full the
outstanding $1,246 million aggregate principal amount of the
Issuers’ 9.250% Second-Priority Senior Secured Notes due 2023 (the
“Prime Notes”) and (ii) pay related fees and expenses in connection
with the transaction.
The Notes were offered only to persons reasonably believed to be
qualified institutional buyers in the United States pursuant to
Rule 144A under the Securities Act, and to persons outside of the
United States in compliance with Regulation S under the Securities
Act. The Notes have not been registered under the Securities Act or
the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent an effective
registration statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities
laws.
Redemption
In addition, the Issuers delivered a Final Notice of Redemption
today with respect to their outstanding Prime Notes to announce the
satisfaction of the previously announced financing condition. The
Final Redemption Notice was issued pursuant to the terms of the
Indenture, dated as of May 2, 2016, as amended, among the Issuers,
the guarantors party thereto and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), pursuant to which the
Prime Notes were issued. Consequently, the Issuers will redeem all
of the outstanding Prime Notes on February 15, 2020 at a redemption
price of $1,046.25 per $1,000 of outstanding principal amount of
the Prime Notes plus the accrued and unpaid interest on the Prime
Notes so redeemed (the “Redemption”). Because the redemption date
is not a business day, payment of the redemption price will be made
on February 18, 2020.
Satisfaction and Discharge
In connection with the Offering and the Redemption, the Issuers
irrevocably deposited funds with the Trustee to satisfy and
discharge all of the Issuers’ remaining obligations under the
indenture governing the Prime Notes. In accordance with the terms
of the indenture governing the Prime Notes, the Trustee
acknowledged the satisfaction and discharge of the obligations with
respect to the Prime Notes and, upon such satisfaction and
discharge, the indenture governing the Prime Notes is generally no
longer in effect.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
About ADT
ADT is a leading provider of security, automation, and smart
home solutions serving consumer and business customers through more
than 200 locations, 9 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
on Twitter, LinkedIn, Facebook,
and Instagram.
Forward-Looking Statements
ADT has made statements in this press release and other reports,
filings, and other public written and verbal announcements that are
forward-looking and therefore subject to risks and
uncertainties. All statements, other than statements of
historical fact, included in this document are, or could be,
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and are made in reliance
on the safe harbor protections provided thereunder. 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. Any forward-looking
statement made in this press release speaks only as of the date on
which it is made. ADT undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future developments or otherwise.
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. ADT cautions that these statements are subject to
risks and uncertainties, many of which are outside of ADT’s
control, and could cause future events or results to be materially
different from those stated or implied in this document, including
among others, risk factors that are described in the Company’s
Annual Report on Form 10-K and other filings with the Securities
and Exchange Commission, including the sections entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” contained therein.
Investor Relations:Jason Smith – ADT
investorrelations@adt.com Tel: 888-238-8525
Media Relations: Paul Wiseman
paulwiseman@adt.comTel: 561-356-6388
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