Free Writing Prospectus
Filed Pursuant to Rule 433
relating to the
Preliminary Prospectus Supplement
dated December 4, 2014 and
Prospectus dated November 20, 2013
Registration Number: 333-192447
December 4, 2014
Pricing Term Sheet
$300,000,000 5.250% Senior Notes due 2020 (the “Notes”)
| Issuer: |
The ADT Corporation (“ADT”) |
| Security: |
5.250% Senior Notes due 2020 |
| Offering Format: |
SEC Registered |
| Size: |
$300,000,000 |
| Maturity: |
March 15, 2020 |
| Coupon: |
5.250% |
| Price to Public: |
100% of face amount |
| Yield to Maturity: |
5.252% |
| Spread to Benchmark Treasury: |
+362 bps |
| Benchmark Treasury: |
1.25% UST due February 29, 2020 |
| Gross Underwriting Discount: |
1.125% |
| Net Proceeds to Issuer Before Expenses: |
$296,625,000 |
| Interest Payment Dates: |
March 15 and September 15, commencing on March 15, 2015 |
| Optional Redemption (Make-Whole Call): |
Treasury + 50 bps |
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| Purchase of Notes Upon a Change of Control Triggering Event: |
Upon the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase. |
| Trade Date: |
December 4, 2014 |
| Settlement Date: |
December 18, 2014 (T +10) |
| CUSIP: |
00101J AM8 |
| ISIN: |
US00101JAM80 |
| Denominations: |
$2,000 x $1,000 |
| Bookrunners: |
J.P. Morgan Securities LLC |
Citigroup Global Markets Inc.
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Scotia Capital (USA) Inc.
Wells Fargo Securities, LLC
| Co-managers: |
BNY Mellon Capital Markets, LLC |
The Williams Capital Group, L.P.
The issuer has filed a registration statement, including a prospectus and a prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request them by calling J.P. Morgan toll-free at 866-803-9204.
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