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ADT > SEC Filings for ADT > Form 8-K on 29-Nov-2013All Recent SEC Filings

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Form 8-K for ADT CORP


29-Nov-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, F


Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2013, Corvex Management LP ("Corvex") and The ADT Corporation (the "Company") entered into a Share Repurchase Agreement (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Company has agreed to repurchase 10,240,000 Shares (the "Share Repurchase") from Corvex for a price per share equal to $44.01 on November 29, 2013, or such later date that the Company receives acknowledgment that tax opinions to be delivered to the Company by its outside counsel in connection with the Share Repurchase are reasonably satisfactory to each of Tyco International Ltd. and Pentair Ltd. (the "Settlement Date"). If the Settlement Date does not occur on or before December 13, 2013, the price per Share will be increased by an amount equal to the interest rate that would have accrued on the purchase price through the Settlement Date if the purchase price had been borrowed on December 13, 2013 under the Company's Five Year Senior Unsecured Revolving Credit Agreement, dated as of June 22, 2012. If the Settlement Date has not occurred on or prior to December 31, 2013, Corvex may thereafter terminate the Share Repurchase Agreement and be entitled to liquidated damages as specified in the Share Repurchase Agreement.

In addition, on November 24, 2013, Corvex, the Company and Mr. Meister entered into an amendment, (the "Amendment") of the previously reported voting and standstill agreement, dated December 17, 2012 (the "Existing Agreement"), among the Company, Mr. Meister, Corvex and Soros Fund Management ("SFM"). Pursuant to the Amendment, effective as of the Settlement Date, the Existing Agreement (including the restrictions in the Existing Agreement relating to, among other things, solicitation of proxies, formation of a 'group' with third parties, or acquiring beneficial ownership of shares in excess of specified amounts) is amended to extend the expiration date of the Existing Agreement in respect of Corvex and Mr. Meister such that it terminates in respect of Corvex and Mr. Meister on the later of the date on which Mr. Meister no longer serves on the Company's board of directors and seven (7) business days prior to the last day that stockholders of the Company may timely notify the Company of a nomination or proposal to be properly brought before the 2019 annual meeting of the Company's stockholders pursuant to the Company's By-Laws, as then in effect (the "Notice Date"). The Amendment did not alter or amend the rights and obligations of SFM under the Existing Agreement.

The descriptions of the Share Repurchase Agreement and the Amendment set forth above are qualified by reference to the full text of such agreements attached hereto as Exhibits 10.1 and 10.2, respectively, which are incorporated herein by this reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 24, 2013, Mr. Meister resigned from the Company's board of directors effective immediately prior to the execution of the Share Repurchase Agreement.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                     Description

10.1         Share Repurchase Agreement, dated as of November 24, 2013, by and
             between The ADT Corporation and Corvex Management LP

10.2         Amendment to Agreement, dated as of November 24, 2013, by and among
             The ADT Corporation, Keith Meister and Corvex Management LP


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