Obligation ADT Corp 4.125% ( US00101JAL08 ) en USD

ADT Corp

100 % ⇌

Etas-Unis

US00101JAL08 ( en USD )

4.125% par an ( paiement semestriel )

15/04/2019 - Obligation échue

Prospectus brochure de l'obligation ADT Corp US00101JAL08 en USD 4.125%, échue

2 000 USD

500 000 000 USD

00101JAL0

BB- ( Spéculatif )

Ba2 ( Spéculatif )

ADT Inc. est une société américaine de sécurité qui offre une large gamme de services de sécurité résidentiels et commerciaux, notamment des systèmes de sécurité, de surveillance vidéo, d'automatisation de la maison et de surveillance à distance.

L'obligation ADT Corp (US00101JAL08, CUSIP 00101JAL0), émise aux États-Unis pour un montant total de 500 000 000 USD, avec un coupon de 4,125%, une taille minimale d'achat de 2 000 USD, arrivant à échéance le 15/04/2019 et payant des intérêts semestriellement, a été remboursée à 100% ; notée BB- par S&P et Ba2 par Moody's.

Prospectus Supplement
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424B2 1 d686162d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192447

CALCULATION OF REGISTRATION FEE

Title of each class of
Amount to be
Amount of
securities to be registered

registered

registration fee
4.125% Senior Notes Due 2019

$500,000,000
$64,400

(1) The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 20, 2013)

4.125% Senior Notes due 2019

The ADT Corporation ("ADT") is offering $500,000,000 of our 4.125% Senior Notes due 2019 (the "notes"). The notes wil bear
interest at a rate of 4.125% per annum, accruing from March 19, 2014. We wil pay interest semi-annually on the notes on April 15 and
October 15 of each year. The first such payment will be made on October 15, 2014. The notes will mature on April 15, 2019.
We have the option to redeem all or a portion of the notes at any time at the redemption prices set forth in this prospectus supplement
plus accrued and unpaid interest to, but excluding, the redemption date. The notes wil be issuable in denominations of $2,000 or any integral
multiple of $1,000 in excess thereof. If we experience a change of control triggering event, we may be required to offer to purchase the notes from
holders. See "Description of the Notes--Change of Control".
The notes wil be our senior unsecured obligations and will rank equally with all of ADT's other existing and future unsecured and
unsubordinated debt. There is currently no market for the notes offered hereby, and we cannot assure you that any market will develop.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation
system.
See "Risk Factors" beginning on page S-4 to read about important factors you should consider before
buying the notes.

Underwriting
Proceeds to
Price to
Discounts and
ADT

Public(1)

Commissions
(before expenses)
Per note

100%

1.125%

98.875%
Total

$500,000,000
$ 5,625,000
$ 494,375,000

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(1)
Plus accrued interest, if any, from March 19, 2014, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes on or about March 19, 2014 only in book-entry form through the facilities of The
Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System,
and Clearstream Banking S.A.

Joint Bookrunners

Co-Managers

Deutsche Bank Securities

BNY Mellon Capital Markets, LLC
Scotiabank

The Williams Capital Group, L.P.
March 5, 2014.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Incorporation by Reference
S-iii
Special Note Regarding Forward-Looking Statements
S-iv
Summary
S-1
The Offering
S-2
Risk Factors
S-4
Use of Proceeds
S-5
Capitalization
S-6
Ratio of Earnings to Fixed Charges
S-7
Description of the Notes
S-8
Certain United States Federal Income Tax Considerations
S-17
Underwriting
S-23
Validity of the Notes
S-27
Experts
S-27
Prospectus

Page
About This Prospectus
1
Where You Can Find More Information
1
Incorporation by Reference
2
Special Note Regarding Forward-Looking Statements
3
About the Company
5
Risk Factors
6
Use of Proceeds
7
Ratio of Earnings to Fixed Charges
8
Description of Debt Securities
9
Description of Capital Stock
26
Description of Other Securities
28
Plan of Distribution
29
Validity of the Securities
30
Experts
30

We have not, and the underwriters 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 supplement, the
accompanying prospectus and any free writing prospectus provided in connection with this offering. We and the underwriters
take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
This document may be used only where it is legal to sell these securities. The information contained or incorporated by
reference in this document is accurate only as of the date of the applicable document, unless the information specifically
indicates that another date applies.
We expect that delivery of the notes will be made against payment therefor on or about March 19, 2014, which will be the
tenth business day following the date of this prospectus supplement (such settlement cycle being herein referred to as "T+10"). You
should note that trading of the notes prior to the delivery of the notes hereunder may be affected by the T+10 settlement cycle. See
"Underwriting".
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Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement and the
accompanying prospectus to the "Company," "ADT," "we," "us," and "our" refer to The ADT Corporation and its consolidated
subsidiaries.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering of the notes and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying
prospectus, gives more general information about us and the securities we may offer from time to time under our shelf registration
statement, some of which may not apply to this offering of the notes. If the description of this offering of the notes in the accompanying
prospectus is different from the description in this prospectus supplement, you should rely on the information contained in this
prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus, the additional information described under "Where You Can Find More
Information" and "Incorporation by Reference" in this prospectus supplement and any free writing prospectus provided in connection
with this offering before deciding whether to invest in the notes offered by this prospectus supplement.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment,
legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related
advice regarding the purchase of any of the notes offered by this prospectus supplement.
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 supplement, 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 supplement.

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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus supplement, 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 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, and January 13, 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 supplement and before the completion or termination of the offering of the securities made under this
prospectus supplement; 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 supplement.
We will provide, without charge, to each person to whom a copy of this prospectus supplement 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 supplement, if such person makes a written or oral request directed to:
The ADT Corporation
1501 Yamato Road
Boca Raton, FL 33431
Attn: Investor Relations

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, including documents incorporated by reference, contains certain "forward-looking statements"
regarding business strategies, market potential, future financial performance, the effect of the separation of ADT from Tyco
International Ltd., our former parent company ("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;

· 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;

· 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;

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

· increase in government regulation of telemarketing, email 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;

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· 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 risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ
significantly from management's expectations, are described in greater detail in our Annual Report on Form 10-K for the fiscal year
ended September 27, 2013, under "Item 1A. Risk Factors." Although we believe we have been prudent in our plans and assumptions,
no assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are
cautioned not to place undue reliance on such statements which speak only as of the date they are made. Although we undertake no
obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law, you are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See "Where You Can Find More
Information."

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SUMMARY
You should read the following summary together with the entire prospectus supplement and accompanying prospectus
and the documents incorporated by reference, including our financial statements and related notes. You should carefully
consider, among other things, the matters discussed in "Risk Factors" in this prospectus supplement and in the documents
incorporated by reference and in the other documents that we subsequently file with the SEC.
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
An investment in the notes involves risk. You should carefully consider the information set forth in the section of this
prospectus supplement entitled "Risk Factors" beginning on page S-4, as well as the other risk factors and other information
included in or incorporated by reference into this prospectus supplement and the accompanying prospectus, before deciding
whether to invest in the notes.
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 in, or accessible through, our website is
not incorporated into this prospectus supplement or the accompanying prospectus.

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THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to
important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the
"Description of Debt Securities" section of the accompanying prospectus contain a more detailed description of the terms of
the notes. Under this heading "The Offering," references to "ADT," "Company," "we," "us," and "our" refer to The ADT
Corporation and do not, unless the context otherwise indicates, include any of its subsidiaries.

Issuer
The ADT Corporation, a Delaware corporation.

Securities Offered
$500,000,000 in principal amount of 4.125% Senior Notes due 2019.

Initial Offering Price
100% of face amount.

Maturity Date
The notes will mature on April 15, 2019.

Interest Payment Dates
Interest will be paid on April 15 and October 15 of each year, commencing on
October 15, 2014.

Interest Rate
The notes will bear interest at 4.125% per annum from March 19, 2014.

Optional Redemption
The notes are redeemable, at our option, in part or in whole at any time on any
date prior to the maturity date at a price equal to the greater of the principal
amount of the notes or a "make-whole" amount, plus in each case, accrued and
unpaid interest to, but excluding, the redemption date.

Redemption of Notes for Tax Reasons
We may redeem all, but not part, of the notes upon the occurrence of specified
tax events described in the accompanying prospectus under "Description of
Debt Securities--Redemption Upon Changes in Withholding Taxes."

Minimum Denomination
Interests in the global notes will be issued in minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof.

Ranking
The notes will be senior unsecured and unsubordinated obligations that rank
equally in right of payment with all of ADT's existing and future unsecured and
unsubordinated indebtedness. The notes will be effectively subordinated to any
secured debt of ADT and structurally subordinated to any debt of ADT's
subsidiaries.

Purchase of Notes Upon a Change of Control
Holders of notes will have the right to require ADT to purchase all or any part
Triggering Event
of such holder's notes if a Change of Control Triggering Event occurs with
respect to the notes. See "Description of the Notes--Change of Control".

Events of Default
For a discussion of events that will permit acceleration of the payment of the
principal of and accrued interest on the notes, see "Description of the Notes--
Events of Default" in this prospectus supplement and "Description of Debt
Securities--Events of Default" in the accompanying prospectus.

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No Established Trading Market
The notes are a new issue of securities with no established trading market. The
notes will not be listed on any securities exchange or on any automated dealer
quotation system. We cannot assure you that an active or liquid trading market
for the notes will develop. If an active or liquid trading market for the notes
does not develop, the market price and liquidity of the notes may be adversely
affected.

Use of Proceeds
We estimate that the net proceeds from this offering, after the underwriting
discounts and commissions and other expenses, will be approximately
$493.2 million. We intend to use the net proceeds primarily for repayment of
borrowings under our revolving credit facility, repurchase of outstanding shares
of our common stock and for general corporate purposes. See "Use of
Proceeds."

Risk Factors
You should consider carefully all the information set forth in and incorporated
by reference into this prospectus supplement and the accompanying prospectus
and, in particular, you should evaluate the specific factors set forth under the
heading "Risk Factors" beginning on page S-4 of this prospectus supplement, as
well as the other information contained or incorporated herein by reference,
before investing in any of the notes offered hereby.

Additional Notes
ADT may from time to time, without consent of the holders of the notes, issue
notes having the same terms and conditions as the notes. Additional notes issued
in this manner will form a single series with the notes offered hereby.

Governing Law
New York.

Trustee
Wells Fargo Bank, National Association.

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