Bond ADT Corp 6.25% ( US00101JAK25 ) in USD

ADT Corp

100 % ▼

United States

US00101JAK25 ( in USD )

6.25% per year ( payment 2 times a year)

14/10/2021 - Bond has expired

Prospectus brochure of the bond ADT Corp US00101JAK25 in USD 6.25%, expired

2 000 USD

999 975 000 USD

00101JAK2

NR

Ba3 ( Non-investment grade speculative )

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 US00101JAK25, pays a coupon of 6.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2021

The Bond issued by ADT Corp ( United States ) , in USD, with the ISIN code US00101JAK25, 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 US00101JAK25, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus
http://www.sec.gov/Archives/edgar/data/1546640/000119312514131763/d700308d424b3.htm
424B3 1 d700308d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant To Rule 424(b)(3)
Registration No. 333-194839
PROSPECTUS

Exchange Offer:

New $1,000,000,000 6.250% Senior Notes due 2021 for $1,000,000,000 6.250% Senior Notes due 2021
The Exchange Offer will expire at 5:00 p.m., New York City time, on May 5, 2014, unless extended.

The Exchange Notes:
We are offering to exchange:

·
New $1,000,000,000 6.250% Senior Notes due 2021 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities

Act") for outstanding $1,000,000,000 6.250% Senior Notes due 2021 (the "Outstanding Notes").
Material Terms of the Exchange Offer:

·
The exchange offer expires at 5:00 p.m., New York City time, on May 5, 2014, 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Upon expiration of the exchange offer, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the New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.

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·
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 may be a statutory underwriter and 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 Outstanding Notes or 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 6.
Neither the U.S. 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 4, 2014
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Table of Contents
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION BY REFERENCE

ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

iii
SUMMARY

1
RISK FACTORS

6
RATIO OF EARNINGS TO FIXED CHARGES

8
USE OF PROCEEDS

9
THE EXCHANGE OFFER

10
DESCRIPTION OF THE NEW NOTES

20
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

42
PLAN OF DISTRIBUTION

43
LEGAL MATTERS

44
EXPERTS

44
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 U.S. 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.
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
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Phone: (561) 988-3600
In order to ensure timely delivery, you must request the information no later than April 28, 2014, which is five business days before the expiration of the exchange offer.

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WHERE YOU CAN FIND MORE INFORMATION
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and amendments to reports filed
or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the SEC. You may read and copy any
document that we file, including this prospectus, at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and
information statements and other information regarding The ADT Corporation and other companies that file materials with the SEC electronically.
We maintain a website at www.adt.com. We make available free of charge on or through our website our periodic and current reports and proxy statements as soon as
reasonably practicable after we electronically file or furnish such materials to the SEC. This reference to our Internet address is for informational purposes only and shall not,
under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus. Additionally, you may request copies of the
above-referenced filings at no cost, by writing or telephoning our principal executive offices at the following address:
The ADT Corporation
1501 Yamato Road
Boca Raton, FL 33431
Attn: Investor Relations
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring to those
documents. We hereby incorporate by reference the documents listed below. Information that we file later with the SEC will automatically update and in some cases supersede this
information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to
have been furnished and not filed in accordance with SEC rules):

·
Our Annual Report on Form 10-K for the fiscal year ended September 27, 2013 filed with the SEC on November 20, 2013 (including the portions of our Definitive

Proxy Statement on Schedule 14A, filed with the SEC on January 27, 2014, incorporated by reference therein);

·
Our Quarterly Report on Form 10-Q for the quarter ended December 27, 2013 filed with the SEC on January 30, 2014;

·
Our Current Reports on Form 8-K, filed with the SEC on October 1, 2013, October 15, 2013, November 25, 2013 (Item 1.01 8-K only), November 29,

2013, December 2, 2013, December 3, 2013, January 13, 2014, March 7, 2014, March 14, 2014 and March 19, 2014; and

·
Future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the
offering of the securities made under this prospectus; provided, however, that we are not incorporating by reference any documents or information, including parts of

documents that we file with the SEC, that are deemed to be furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information
we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or
otherwise included in, this prospectus.

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We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of any and all of the
documents referred to herein that are summarized and incorporated by reference in this prospectus, if such person makes a written or oral request directed to:
The ADT Corporation
1501 Yamato Road
Boca Raton, FL 33431
Attn: Investor Relations
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY ADDITIONAL INFORMATION OR ANY INFORMATION THAT IS DIFFERENT FROM
THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR ANY FREE WRITING
PROSPECTUS PROVIDED IN CONNECTION WITH AN OFFERING. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE
RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, UNLESS WE OTHERWISE NOTE IN THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains certain "forward-looking statements" regarding business strategies, market potential, future financial performance, the effect of the separation of
ADT from Tyco 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 beliefs and assumptions and on information currently available to management 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;

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

· unauthorized use of our brand name;

· risks associated with ownership of the ADT® brand name outside of the United States and Canada, by Tyco International Ltd., our former parent company ("Tyco");

· failure to enforce our intellectual property rights;

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

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

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· interruption to our monitoring facilities;

· an increase in the rate of customer attrition;

· downturns in the housing market and consumer discretionary income;

· our ability to develop or acquire new technology;

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

· increase in government regulation of telemarketing, e-mail marketing and other marketing upon the cost and growth of our business;

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

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

· 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;

· 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;

· risks associated with acquiring and integrating customer accounts;

· potential loss of authorized dealers and affinity marketing relationships;

· failure to realize expected benefits from acquisitions;

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

· adverse developments in our relationship with our employees;

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

· changes in our credit ratings;

· risks related to our increased indebtedness;

· capital market conditions, including availability of funding sources;

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

· 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 selected information from this prospectus and is therefore qualified in its entirety by the more detailed information appearing elsewhere,
or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and
the other documents to which it refers to understand fully the terms of the New 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 securities offered hereby.
Our Company
ADT is a leading provider of electronic security, interactive home and business automation and related monitoring services for residences and small businesses in the
United States and Canada. The ADT® brand is one of the most trusted and well-known brands in the security industry today. We currently serve approximately 6.4 million
residential and small business customers, making us the largest company of our kind in both the United States and Canada. ADT delivers an integrated customer experience by
maintaining the industry's largest sales, installation and service field force as well as a robust monitoring network, all backed by the support of nearly 17,000 employees and
approximately 200 sales and service offices. Our broad and pioneering set of products and services, including ADT Pulse interactive home and business solutions for
residences and small businesses, and home health services, meet a range of customer needs for today's active and increasingly mobile lifestyles. Our partner network is the
broadest in the industry, and includes dealers, affinity organizations such as USAA and AARP and technology providers.
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 spin-off from Tyco (the "Separation") and our status as an independent public company. These risks are set forth in
detail under the heading "Risk Factors" in this prospectus and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 27, 2013. 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".
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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