Bond ADT Corp 4.125% ( US00101JAH95 ) in USD

Issuer ADT Corp
Market price 100 %  ▲ 
Country  United States
ISIN code  US00101JAH95 ( in USD )
Interest rate 4.125% per year ( payment 2 times a year)
Maturity 14/06/2023 - Bond has expired



Prospectus brochure of the bond ADT Corp US00101JAH95 in USD 4.125%, expired


Minimal amount 2 000 USD
Total amount 699 700 000 USD
Cusip 00101JAH9
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating Ba3 ( Non-investment grade speculative )
Detailed description ADT Inc. is a leading provider of security and monitoring services for residential and commercial customers in North America, offering a range of products and services including intrusion detection, fire protection, video surveillance, and remote monitoring.

The Bond issued by ADT Corp ( United States ) , in USD, with the ISIN code US00101JAH95, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2023

The Bond issued by ADT Corp ( United States ) , in USD, with the ISIN code US00101JAH95, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by ADT Corp ( United States ) , in USD, with the ISIN code US00101JAH95, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187886

PROSPECTUS

Exchange Offer:
New $700,000,000 4.125% Senior Notes due 2023 for $700,000,000 4.125% Senior Notes due 2023
The Exchange Offer will expire at 5:00 p.m., New York City time,
on May 16, 2013, unless extended.


The Exchange Notes:
We are offering to exchange:

·
New $700,000,000 4.125% Senior Notes due 2023 (the "New Notes") that have been registered under the Securities Act of 1933, as

amended (the "Securities Act") for outstanding $700,000,000 4.125% Senior Notes due 2023 (the "Outstanding Notes").
Material Terms of the Exchange Offer:


·
The exchange offer expires at 5:00 p.m., New York City time, on May 16, 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Upon expiration of the exchange offer, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an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.


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 18, 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 May 9, 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;


· potential liabilities for legacy obligations relating to the Separation from Tyco;


· capital market conditions, including availability of funding sources;


· risks related to our increased indebtedness;


· changes in our credit ratings;


· failure to fully realize expected benefits from the Separation from Tyco; 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" or the "spin-off") 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 $700,000,000 4.125% Senior Notes due 2023.

Outstanding Notes
$700,000,000 4.125% Senior Notes due 2023.

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 May 16, 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.

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


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"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 Notes that are not tendered or that are tendered but not accepted will
Outstanding Notes
continue to be 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
Based on interpretations of the staff of the SEC, we believe that you may offer for
Notes
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
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