Enterprising Investor
2 years ago
ADT Inc. Announces Final Results of its Tender Offer (10/26/22)
ADT Inc. (NYSE: ADT) announced today the final results of its tender offer to purchase up to 133,333,333 shares of its common stock, including shares issuable upon conversion of shares of its Class B common stock, at a purchase price of $9.00 per share, in cash, less any applicable withholding taxes and without interest, representing an aggregate purchase price of $1.2 billion. The tender offer expired at 12:00 midnight, New York City time, at the end of the day on October 20, 2022.
Based on the final count by the depositary for the tender offer, 732,113,312 shares of common stock were validly tendered and not properly withdrawn and no shares of Class B common stock were converted and tendered.
The tender offer was oversubscribed. Pursuant to the terms of the tender offer, ADT has accepted for purchase 133,333,333 shares of common stock on a pro rata basis, except for tenders of odd lots, which were accepted in full, for a total cost of $1.2 billion, excluding fees and expenses related to the tender offer. The proration factor for the tender offer, after giving effect to the priority of the odd lots, was approximately 18.17%. The shares accepted for purchase in the tender offer represent approximately 15% of ADT’s issued and outstanding shares of common stock (assuming conversion of all issued and outstanding shares of Class B common stock, on a share-for-share basis into shares of common stock, and including restricted share awards, assuming attainment of the maximum level of performance) as of August 29, 2022. However, as previously announced, the Company issued 133,333,333 new shares of common stock to State Farm Fire & Casualty Company (“State Farm”) on October 13, 2022, in connection with State Farm’s investment in the Company, meaning the number of issued and outstanding shares of common stock will not change after giving effect to such investment and the tender offer. After giving effect to the State Farm investment and the tender offer, funds managed by affiliates of Apollo Global Management, Inc., ADT’s majority shareholder, will own approximately a 55% stake in ADT, State Farm will own approximately a 15% stake in ADT, and Google will own approximately a 6% stake (on an as-converted basis) in ADT. Immediately following payment for the accepted shares in the tender offer and after giving effect to the State Farm investment, the Company will have approximately 859,163,442 issued and outstanding shares of common stock and 54,744,525 issued and outstanding shares of Class B common stock. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered and not purchased.
Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., at (877) 732-3619 (toll free) or by email at adt@dfking.com. The dealer manager for the tender offer was Morgan Stanley & Co. LLC.
ADT’s common stock is traded on the New York Stock Exchange under the symbol “ADT.”
About ADT Inc.
ADT provides safe, smart and sustainable solutions for people, homes and businesses. Through innovative products, partnerships and the largest network of smart home, security and rooftop solar professionals in the United States, we empower people to protect and connect what matters most. For more information, visit www.adt.com.
ernie44
3 years ago
wedded bliss------------
My husband and I divorced over religious differences.
He thought he was God, and I didn't.
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Marriage is a three-ring circus:
Engagement ring, wedding ring, and suffering.
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For Sale :
Wedding dress, size 8.
Worn once by mistake.
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There are two times when a man doesn't understand a woman:
Before marriage and after marriage.
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The woman applying for a job in a Florida lemon grove
seemed way too qualified for the job.
"Look Miss," said the foreman, "have you any actual
experience in picking lemons?"
"Well, as a matter of fact, yes!" she replied.? "I've
been divorced three times."
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An old man goes to the Wizard to ask him if he can
remove a curse he has been living with for the last 40 years.
The Wizard says, "Maybe, but you will have to tell me
the exact words that were used to put the curse on you."
The old man says without hesitation,
"I now pronounce you man and wife."
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I was in the express lane at the store quietly fuming.
Completely ignoring the sign, the woman ahead of me had slipped into the check-out line pushing a cart piled high with groceries.
Imagine my delight when the cashier beckoned the woman to come forward looked into the cart and asked sweetly, "So which six items would you like to buy?"
Wouldn't it be great if that happened more often?
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Because they had no reservations at a busy restaurant, my elderly neighbor and his wife were told there would be a 45-minute wait for a table. "Young man, we're both 90 years old," the husband said . "We may not have 45 minutes."
They were seated immediately.
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All eyes were on the radiant bride as her father
escorted her down the aisle. They reached the altar and the waiting groom; the bride kissed her father and placed something in his hand.
The guests in the front pews responded with ripples of laughter. Even the priest smiled broadly. As her father gave her away in marriage, the bride gave him back his credit card.
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Women and cats will do as they please, and men and dogs should relax and get used to the idea.
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Three friends from the local congregation were asked, "When you're in your casket, and friends and congregation members are mourning over you, what would you like them to say?"
Artie said: "I would like them to say I was a wonderful husband, a fine spiritual leader, and a great family man."
Eugene commented: "I would like them to say I was a
wonderful teacher and servant of God who made a huge difference in people's lives."
Al said: "I'd like them to say, "Look, he's moving!"
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Smith climbs to the top of Mt. Sinai to get close enough to talk to God.
Looking up, he asks the Lord... "God, what does a million years mean to you?"
The Lord replies, "A minute."
Smith asks, "And what does a million dollars mean to you?"
The Lord replies, "A penny."
Smith asks, "Can I have a penny?"
The Lord replies, "In a minute."
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A man goes to a shrink and says, "Doctor, my wife is unfaithful to me. Every evening, she goes to Larry's bar and picks up men. In fact, she sleeps with anybody who asks her! I'm going crazy.
What do you think I should do?"
"Relax," says the Doctor, "take a deep breath and calm down. Now, tell me, exactly where is Larry's bar?"
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John was on his deathbed and gasped pitifully.
"Give me one last request, dear," he said.
"Of course, John," his wife said softly.
"Six months after I die," he said, "I want you to marry Bob."
"But I thought you hated Bob," she said.
With his last breath John said, "I do!"
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A man goes to see the Rabbi. "Rabbi, something terrible is happening and I have to talk to you about it."
The Rabbi asked, "What's wrong?"
The man replied, "My wife is poisoning me."
The Rabbi, very surprised by this, asks, "How can that be?"
The man then pleads, "I'm telling you, I'm certain she's poisoning me, what should I do?"
The Rabbi then offers, "Tell you what. Let me talk to
her, I'll see what I can find out and I'll let you know."
A week later the Rabbi calls the man and says, "Well, I spoke to your wife. I spoke to her on the phone for three hours.
You want my advice?"
The man said yes, and the Rabbi replied, "Take the poison."
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