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ADT > SEC Filings for ADT > Form 8-K on 1-Oct-2013All Recent SEC Filings

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Form 8-K for ADT CORP


1-Oct-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or


Item 1.01. Entry Into A Material Definitive Agreement.

Supplemental Indenture

On October 1, 2013, The ADT Corporation (the "Company") completed an offering of $1,000,000,000 of 6.250% senior unsecured notes due 2021 (the "notes") in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The notes have not been registered under the Securities Act or any state securities laws and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The notes are governed by an Indenture, dated as of July 5, 2012, between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the Fifth Supplemental Indenture, dated as of October 1, 2013 between the Company and the Trustee (the "Fifth Supplemental Indenture"). The Fifth Supplemental Indenture, which includes the form of the notes, is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Fifth Supplemental Indenture and the notes in this report are summaries only and are qualified in their entirety by the terms of the Fifth Supplemental Indenture and the notes, respectively.

The notes bear interest at a rate of 6.250% per year from the date of original issuance or from the most recent payment date to which interest has been paid or provided for. Interest on the notes will be payable on October 15 and April 15 of each year, commencing on April 15, 2014, to the holders of record at the close of business on the October 1 and April 1 prior to each interest payment date. In certain circumstances the Company may be required to pay additional interest.

The notes are redeemable solely at the Company's option at any time at a redemption price equal to the greater of (i) the principal amount of the notes, and (ii) a make-whole amount, plus in each case, accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of a change of control triggering event (as defined in the Fifth Supplemental Indenture), unless the Company has exercised its right to redeem the notes, each holder of notes will have the right to require the Company to purchase all or a portion of such holder's notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

Exchange and Registration Rights Agreement

In connection with the sale of the notes, the Company entered into an Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") with the Initial Purchasers, dated as of October 1, 2013. Under the Exchange and Registration Rights Agreement, the Company agrees, at its cost, to
(i) file with the SEC an exchange offer registration statement with respect to an exchange offer registered under the Securities Act to exchange the notes for an issue of notes (the "exchange notes") that are identical in all material respects to the notes (except that the exchange notes will not contain transfer restrictions or any increase in annual interest rate), (ii) to use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of October 1, 2013, (iii) to use its commercially reasonable efforts to commence the exchange offer promptly, but no later than 10 business days after the registration statement has become effective, (iv) to use its commercially reasonable efforts to hold the exchange offer open for not less than 20 business days and (v) to use its commercially reasonable efforts to complete the exchange offer no later than 30 business days after the commencement of the exchange offer.

If the exchange offer is not consummated, under certain circumstances and within specified time periods, the Company is required to file a shelf registration statement covering resales of the notes, use commercially reasonable efforts to cause the shelf registration statement to be declared effective and to keep the shelf registration statement effective until such time as the notes cease to be registrable securities.

Subject to certain limitations, the Company will be required to pay the holders of the notes special interest on the notes if the Company fails to register the notes or consummate the exchange offer within, or to keep such registration statement effective during, specified time periods or if the Company requires holders to refrain from disposing of their registrable securities for a period exceeding 45 days in any one instance or 90 days in the aggregate during any 12-month period.


A copy of the Exchange and Registration Rights Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The description of the Exchange and Registration Rights Agreement in this report is a summary only and is qualified in its entirety by the terms of the Exchange and Registration Rights Agreement.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See disclosure contained in Item 1.01 above, which is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

4.1               Fifth Supplemental Indenture between The ADT Corporation (as
                  Issuer) and Wells Fargo Bank, National Association (as Trustee),
                  dated as of October 1, 2013.

4.2               Exchange and Registration Rights Agreement between The ADT
                  Corporation and Goldman, Sachs & Co., Citigroup Global Markets
                  Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities
                  LLC (as representatives of the several Purchasers), dated as of
                  October 1, 2013.


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