ADT Announces Closing of First-Priority Senior Secured Notes

BOCA RATON, Fla., Aug. 20, 2020 (GLOBE NEWSWIRE) -- . (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 $1,000 million aggregate principal amount of 3.375% first-priority senior secured notes due 2027 (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 $1,000 million. The Issuers expect to use the proceeds from the Offering, along with cash on hand and/or borrowings under the Issuer's revolving credit facility, to (i) redeem all of the $1,000 million outstanding aggregate principal amount of the 6.250% Senior Notes due 2021 (the “2021 Notes”) of The ADT Security Corporation, an indirect wholly owned subsidiary of the Company (“ADTSC”), and (ii) pay related fees and expenses in connection with the transactions.

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, ADTSC delivered a Notice of Redemption today with respect to the outstanding 2021 Notes. The Redemption Notice was issued pursuant to the terms of the Indenture, dated as of July 5, 2012, as amended and supplemented through the date hereof, among ADTSC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the 2021 Notes were issued (the “2021 Notes Indenture”). Consequently, ADTSC will redeem all of the outstanding 2021 Notes on September 19, 2020, at a redemption price (the “Redemption Price”) calculated pursuant to the 2021 Notes Indenture, plus the accrued and unpaid interest on the 2021 Notes so redeemed (the “Redemption”). ADTSC shall calculate the final Redemption Price prior to the Redemption Date in accordance with the provisions of the 2021 Notes Indenture. Because the redemption date is not a business day, payment of the redemption price will be made on September 21, 2020.

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 300 locations, 9 owned and operated 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 or follow us on , , , and .

Forward-Looking Statements

The Company 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, among other things, our recently executed long-term, strategic partnership with Google LLC (“Google”) and any stated or implied outcomes with respect thereto, our future growth prospects, our success with respect to product innovation and the market acceptance thereof, the current or future market size for our products, our ability to meet the milestones we have established with respect to our strategic partnership with Google, our ability to effectively utilize any of the amounts invested in us by Google, our anticipated financial performance, management’s plans and objectives for future operations, business prospects, the outcome of regulatory proceedings, market conditions, our ability to successfully respond to the challenges posed by the COVID-19 pandemic, and other matters. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company 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. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of the Company’s control, and could cause future events or results to be materially different from those stated or implied in this press release, including among others, risk factors that are described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-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.

Contacts:

ADT Investor Relations:

Derek Fiebig

 

ADT Media

Paul Wiseman