Obligation ADT Corp 4.875% ( US00101JAG13 ) en USD

Société émettrice ADT Corp
Prix sur le marché refresh price now   67.5 %  ▼ 
Pays  Etats-unis
Code ISIN  US00101JAG13 ( en USD )
Coupon 4.875% par an ( paiement semestriel )
Echéance 14/07/2042



Prospectus brochure de l'obligation ADT Corp US00101JAG13 en USD 4.875%, échéance 14/07/2042


Montant Minimal 2 000 USD
Montant de l'émission 20 896 000 USD
Cusip 00101JAG1
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's Ba3 ( Spéculatif )
Prochain Coupon 15/07/2024 ( Dans 83 jours )
Description détaillée L'Obligation émise par ADT Corp ( Etats-unis ) , en USD, avec le code ISIN US00101JAG13, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2042

L'Obligation émise par ADT Corp ( Etats-unis ) , en USD, avec le code ISIN US00101JAG13, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par ADT Corp ( Etats-unis ) , en USD, avec le code ISIN US00101JAG13, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).







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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-185756
PROSPECTUS
$2,500,000,000

The ADT Corporation
Exchange Offer:
New $750,000,000 2.250% Notes due 2017 for $750,000,000 2.250% Notes due 2017
New $1,000,000,000 3.500% Notes due 2022 for $1,000,000,000 3.500% Notes due 2022
New $750,000,000 4.875% Notes due 2042 for $750,000,000 4.875% Notes due 2042
The Exchange Offer will expire at 5:00 p.m., New York City time,
on April 29, 2013, unless extended.


The Exchange Notes:
We are offering to exchange:

·
New $750,000,000 2.250% Notes due 2017 (CUSIP No. 00101J AE6) that have been registered under the Securities Act of 1933, as amended (the "Securities Act") for outstanding $750,000,000 2.250% Notes

due 2017 (the "Outstanding 2017 Notes") (CUSIP Nos. 00101J AA4 and U0072P AA2).

·
New $1,000,000,000 3.500% Notes due 2022 (CUSIP No. 00101J AF3) that have been registered under the Securities Act for outstanding $1,000,000,000 3.500% Notes due 2022 (the "Outstanding 2022

Notes") (CUSIP Nos. 00101J AB2 and U0072P AB0).

·
New $750,000,000 4.875% Notes due 2042 (CUSIP No. 00101J AG1) that have been registered under the Securities Act for outstanding $750,000,000 4.875% Notes due 2042 (the "Outstanding 2042 Notes")

(CUSIP Nos. 00101J AC1 and U0072P AC8).
Material Terms of the Exchange Offer:


·
The exchange offer expires at 5:00 p.m., New York City time, on April 29, 2013, unless extended.


·
Upon expiration of the exchange offer, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the New Notes (as defined below).


·
You may withdraw tendered Outstanding Notes (as defined below) at any time prior to the expiration of the exchange offer.


·
The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.


·
The exchange of the New Notes for Outstanding Notes will not be a taxable exchange for U.S. federal income tax purposes.

·
Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act, in connection
with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is

an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes
received in exchange for Outstanding Notes where such New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of
180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in any such resale. See "Plan of Distribution."


·
There is no existing public market for the New Notes. We do not intend to list the New Notes on any securities exchange or quotation system.
In this prospectus, we refer to the (i) new $750,000,000 2.250% Notes due 2017 as the "New 2017 Notes," (i ) new $1,000,000,000 3.500% Notes due 2022 as the "New 2022 Notes," and (iii) new $750,000,000 4.875% Notes
due 2042 as the "New 2042 Notes." We refer to these three series of new notes col ectively as the "New Notes." Similarly, we refer to the outstanding notes, by series, as the (i) "Outstanding 2017 Notes," (i ) "Outstanding
2022 Notes," and (iii) "Outstanding 2042 Notes," and collectively as the "Outstanding Notes." See "Description of the New Notes" for more information about the New Notes.


Investing in the New Notes involves risks. See "Risk Factors" beginning on page 9.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
Prospectus dated April 1, 2013
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TABLE OF CONTENTS



Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

iii

SUMMARY

1

RISK FACTORS

9

RATIO OF EARNINGS TO FIXED CHARGES

29
USE OF PROCEEDS

30
SELECTED FINANCIAL DATA

31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

33
BUSINESS

51
THE EXCHANGE OFFER

60
DESCRIPTION OF THE NEW NOTES

70
MANAGEMENT

93
EXECUTIVE COMPENSATION

103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

136
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

137
DESCRIPTION OF OTHER INDEBTEDNESS

147
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

149
PLAN OF DISTRIBUTION

150
LEGAL MATTERS

151
EXPERTS

151
WHERE YOU CAN FIND MORE INFORMATION

151
INDEX TO FINANCIAL STATEMENTS

F-1
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates
and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not
qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange
offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
We have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the New Notes. This prospectus,
which forms part of the registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further
information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules. Statements we make in this
prospectus about certain contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts or
documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The registration
statement, including the exhibits and schedules, is available at the SEC's website at www.sec.gov.

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You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:
The ADT Corporation
1501 Yamato Road
Boca Raton, Florida 33431
Attention: Investor Relations
Phone: (561) 988-3600
In order to ensure timely delivery, you must request the information no later than April 22, 2013, which is five business days before the expiration of the
exchange offer.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains certain "forward-looking statements" regarding business strategies, market potential, future financial performance and other matters.
Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "believes" and words and terms of similar substance used in
connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on
management's current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in
circumstances. Except for our ongoing obligations to disclose material information under the U.S. federal securities laws, we are not under any obligation to, and
expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or
otherwise.
Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those
contained in the forward-looking statements, including those factors discussed in detail in "Risk Factors." Our actual results could differ materially from management's
expectations because of these factors, including:


· competition in the markets we serve, including new entrants in these markets;


· our ability to develop or acquire new technology;


· failure to maintain the security of our information and technology networks;


· allegations that we have infringed the intellectual property rights of third parties;


· unauthorized use of our brand name;


· risks associated with Tyco's ownership of the ADT® brand name outside of the United States and Canada;


· failure to enforce our intellectual property rights;


· our dependence on certain software technology that we license from third parties;


· failure or interruption in products or services of third-party providers;


· our greater exposure to liability for employee acts or omissions or system failures;


· an increase in the rate of customer attrition;


· downturns in the housing market and consumer discretionary income;


· risks associated with our non-compete and non-solicit arrangements with Tyco;


· entry of potential competitors upon the expiration of non-competition agreements;


· shifts in consumers' choice of, or telecommunication providers' support for, telecommunication services and equipment;


· interruption to our monitoring facilities;


· interference with our customers' access to some of our products and services through the Internet by broadband service providers;


· potential impairment of our deferred tax assets;


· changes in U.S. and non-U.S. governmental laws and regulations;


· risks associated with acquiring and integrating customer accounts;


· potential loss of authorized dealers and affinity marketing relationships;

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· failure to realize expected benefits from acquisitions;


· risks associated with pursuing business opportunities that diverge from our current business model;


· potential liabilities for obligations of The Brink's Company under the Coal Act;


· capital market conditions, including availability of funding sources;


· failure to fully realize expected benefits from the spin-off; and


· difficulty in operating as an independent public company separate from Tyco.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. If
one or more of these or other risks or uncertainties materialize or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we
projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The
forward-looking statements included in this prospectus are made only as of the date of this prospectus, and we undertake no obligation to publicly update or review any
forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise.

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SUMMARY
This summary highlights information contained elsewhere in this prospectus and may not contain all of the information that may be important to you.
You should read this entire prospectus carefully, including the risk factors, our management's discussion and analysis of financial condition and results of
operations, our audited consolidated and combined financial statements and our unaudited condensed, consolidated and combined financial statements and
related notes.
In this prospectus, except as otherwise indicated, any references to "ADT," "we," "us," "our," or the "Company" refer to The ADT Corporation and its
consolidated subsidiaries. The ADT Corporation is a Delaware corporation and the issuer of the notes offered hereby. References to "Tyco" refer to Tyco
International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland, and, unless otherwise indicated or the
context otherwise requires, its combined subsidiaries. ADT was incorporated in Delaware in 2012 as a wholly-owned subsidiary of Tyco. As part of a plan to
separate Tyco into three independent companies, Tyco transferred the equity interests of the entities that held all of the assets and liabilities of its residential
and small business security business in the United States and Canada to ADT. On September 28, 2012, Tyco distributed all of the shares of ADT to its
shareholders on a pro rata basis, thereby completing its spin-off of ADT (the "Separation") as an independent, publicly traded company.
Our Company
ADT is a leading provider of electronic security, interactive home and business automation and related monitoring services in the United States and Canada.
We currently serve more than six million residential and small business customers, making us the largest company of our kind in both the United States and Canada.
With a 138-year history, the ADT® brand is one of the most trusted and well-known brands in the security industry today. Our broad and pioneering set of products
and services, including our ADT Pulse interactive home and business solutions, and our home health services, meet a range of customer needs for modern
lifestyles. Our partner network is the broadest in the industry, and includes dealers, affinity organizations like USAA and AARP and technology providers. ADT
delivers an integrated customer experience by maintaining the industry's largest sales, installation and service field force and most robust monitoring network, all
backed by the support of nearly 16,000 employees and approximately 200 sales and service offices.
Our Strengths


· We are a security industry leader, supported by one of the industry's most trusted and well-known brands.


· We have an attractive business model which generates strong cash flows, which can be utilized to reinvest in growing and optimizing the business.


· We have an experienced management team with a proven track record.


· We have industry leading solutions and services, including ADT Pulse, our pioneering interactive services platform.

· Our nationwide footprint of branch offices, field resources and broad partner network, including our indirect dealer channel, affords us coverage and

scale leverage.


· Our monitoring capabilities set us apart in the security industry today.


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Strategies
We intend to achieve sustained, profitable growth in the markets we serve today, as well as in adjacent segments, by executing against strategies that
leverage our key assets and core competencies.
Strengthen and grow the core residential business and extend our leadership position.
We will continue to manage our business by optimizing our key value drivers to maximize the value from our core business. We intend to grow our customer
base through the expansion of our current channels and the development of new ones, by continuing to improve sales force effectiveness and strengthening our
strategic marketing and promotional tactics. We will continue to manage the costs associated with adding new customers by optimizing lead generation and
conversion, working collaboratively with our solution partners to reduce hardware costs and deliver differentiated solutions and leveraging mobility tools to
automate technician scheduling and deployment. We also intend to continue to increase ADT Pulse adoption rates and thereby increase our average monthly
recurring revenue per customer and customer tenure. We regularly evaluate our pricing strategies to optimize pricing for our installed base and for new customers.
We continue to standardize our product platform to enhance our ability to resolve customer issues remotely, which we believe will reduce ongoing service costs
and increase the ease of supporting our customer base.
We also continue to implement enhancements to every customer touch point. We continue to train and incent our employees to provide high-quality service
through prompt handling of calls and quick and effective resolution of customer issues. We intend to continue making ongoing improvements to enhance the
customer experience, offer more options for customer self-service, including via the Internet, and create opportunities for field employees to meet our customers
and hear directly how we impact customers' lives. We believe our emphasis on customer value drives customer satisfaction and tenure, decreasing customer
attrition and improving our profitability.
Invest in growth platforms, including in segments in which ADT has low market share, as well as in underpenetrated and new segments.
We believe we have significant opportunity to increase our share of the monitored security and premises automation market for small businesses. We intend
to grow our share of small business customers by expanding our small business field sales force, which currently represents only about one third of our overall
direct field sales force. We plan to strengthen our small business marketing support to this enhanced sales force by building a larger, more robust partner network
to improve our lead generation capabilities and by assisting in marketing additional value-added services, including ADT Pulse.
Additionally, we believe monitored security and home/business automation services are underpenetrated in North American households. Based on internal
and external market research studies, we estimate current monitored electronic security penetration to be approximately 19% of U.S. households, significantly
lower than other home services such as video and Internet that are in 60-85% of households. We intend to increase penetration of residential security and home
automation services through the development of new solutions and enhanced offerings that attract new customers to enter the market. In addition, through our
efficient operating model and potentially lower technology costs over time, we believe we can significantly reduce the cost of basic installation and services,
opening up the potential for a much larger portion of households to purchase monitored security and home automation services.
We also intend to explore other adjacent markets that leverage our existing assets and core competencies. Where appropriate, we will supplement our
organic growth efforts with bolt-on acquisitions, leveraging the expertise we have developed in effectively integrating acquired businesses.


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Risk Factors
We face numerous risks related to, among other things, our business operations, our strategies, general economic conditions, competitive dynamics in our
industry, the legal and regulatory environment in which we operate, our Separation from Tyco and our status as an independent public company. These risks are set
forth in detail under the heading "Risk Factors." If any of these risks should materialize, it could have a material adverse effect on our business, financial
condition, results of operations or cash flows. We encourage you to review these risk factors carefully. Furthermore, this prospectus contains forward-looking
statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a
result of many factors, including but not limited to those under the headings "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements".
Recent Developments
On March 26, 2013, the Company was informed that its Principal Financial Officer, Kathryn Mikells, will resign as Senior Vice President and Chief
Financial Officer of the Company, effective May 2, 2013, in order to become the Chief Financial Officer at Xerox Corporation.
Corporate Information
We are a Delaware corporation and our principal executive office is located in Boca Raton, Florida. Our telephone number is (561) 988-3600. Our website
address is www.adt.com. Information contained on, or connected to, our website does not and will not constitute part of this prospectus.


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The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the Outstanding Notes. The terms of
the New Notes offered in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the New Notes will be registered under
the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the New
Notes. For a more complete description, see "Description of the New Notes."

Issuer
The ADT Corporation, a Delaware corporation

New Notes Offered
New $750,000,000 2.250% Notes due 2017.
New $1,000,000,000 3.500% Notes due 2022.
New $750,000,000 4.875% Notes due 2042.

Outstanding Notes
$750,000,000 2.250% Notes due 2017.
$1,000,000,000 3.500% Notes due 2022.
$750,000,000 4.875% Notes due 2042.

The Exchange Offer
We are offering to issue registered New Notes in exchange for a like principal amount and like
denomination of our Outstanding Notes of the same series. We are offering to issue these registered
New Notes to satisfy our obligations under a registration rights agreement that we entered into with
the initial purchasers of the Outstanding Notes when we sold the Outstanding Notes in a transaction
that was exempt from the registration requirements of the Securities Act. You may tender your
Outstanding Notes for exchange by following the procedures described in the section entitled "The
Exchange Offer" elsewhere in this prospectus.

Tenders; Expiration Date; Withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on April 29, 2013, which is 21
business days after the exchange offer is commenced, unless we extend it. If you decide to exchange
your Outstanding Notes for New Notes, you must acknowledge that you are not engaging in, and do
not intend to engage in, a distribution of the New Notes. You may withdraw any Outstanding Notes
that you tender for exchange at any time prior to the expiration of the exchange offer. If we decide for
any reason not to accept any Outstanding Notes you have tendered for exchange, those Outstanding
Notes will be returned to you without cost promptly after the expiration or termination of the
exchange offer. See "The Exchange Offer--Terms of the Exchange Offer" for a more complete
description of the tender and withdrawal provisions.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, some of which we may waive. See "The
Exchange Offer--Conditions to the Exchange Offer" for a description of the conditions. The
exchange offer is not conditioned upon any minimum principal amount of Outstanding Notes being
tendered for exchange.


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U.S. Federal Income Tax Considerations
Your exchange of Outstanding Notes for New Notes to be issued in the exchange offer will not result
in any gain or loss to you for U.S. federal income tax purposes. For additional information, see
"Certain U.S. Federal Income Tax Considerations." You should consult your own tax advisor as to
the tax consequences to you of the exchange offer, as well as tax consequences of the ownership and
disposition of the New Notes.

Use of Proceeds
We will not receive any cash proceeds from the exchange offer.

Exchange Agent
Wells Fargo Bank, National Association

Consequences of Failure to Exchange your Outstanding
Outstanding Notes that are not tendered or that are tendered but not accepted will continue to be
Notes
subject to the restrictions on transfer that are described in the legend on those notes. In general, you
may offer or sell your Outstanding Notes only if they are registered under, or offered or sold under an
exemption from, the Securities Act and applicable state securities laws. Except in limited
circumstances with respect to specific types of holders of Outstanding Notes, we will have no further
obligation to register the Outstanding Notes. If you do not participate in the exchange offer, the
liquidity of your Outstanding Notes could be adversely affected. See "The Exchange Offer--
Consequences of Failure to Exchange Outstanding Notes."

Consequences of Exchanging your Outstanding Notes
Based on interpretations of the staff of the SEC, we believe that you may offer for resale, resell or
otherwise transfer the New Notes that we issue in the exchange offer without complying with the
registration and prospectus delivery requirements of the Securities Act if you:


· acquire the New Notes issued in the exchange offer in the ordinary course of your business;

· are not participating, do not intend to participate, and have no arrangement or undertaking with

anyone to participate, in the distribution of the New Notes issued to you in the exchange offer;
and


· are not an "affiliate" of ADT as defined in Rule 405 of the Securities Act.

If any of these conditions is not satisfied and you transfer any New Notes issued to you in the
exchange offer without delivering a proper prospectus or without qualifying for a registration

exemption, you may incur liability under the Securities Act. We will not be responsible for or
indemnify you against any liability you may incur.

Any broker-dealer that acquires New Notes in the exchange offer for its own account in exchange for
Outstanding Notes which it acquired through market-making or other trading activities must

acknowledge that it will deliver a prospectus when it resells or transfers any New Notes issued in
the exchange offer. See "Plan of Distribution" for a description of the prospectus delivery
obligations of broker-dealers in the exchange offer.


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