Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Number: 333-192447
March 5, 2014
Pricing Term Sheet
$500,000,000 4.125% Senior Notes due 2019 (the “Notes”)
| Issuer: | The ADT Corporation (“ADT”) | |
| Security: | 4.125% Senior Notes due 2019 | |
| Offering Format: | SEC Registered | |
| Size: | $500,000,000 | |
| Maturity: | April 15, 2019 | |
| Coupon: | 4.125% | |
| Price to Public: | 100% of face amount | |
| Yield to Maturity: | 4.125% | |
| Spread to Benchmark Treasury: | +259 bps | |
| Benchmark Treasury: | 1.50% UST due February 28, 2019 | |
| Gross Underwriting Discount: | 1.125% | |
| Net Proceeds to Issuer Before Expenses: | $494,375,000 | |
| Interest Payment Dates: | April 15 and October 15, commencing on October 15, 2014 | |
| Redemption Provisions: | ||
| Make-Whole Call: |
Treasury + 50 bps | |
| Change of Control: |
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: | March 5, 2014 | |
| Settlement Date: | March 19, 2014 (T+10) | |
| CUSIP: | 00101J AL0 | |
| ISIN: | US00101JAL08 | |
| Denominations: | $2,000 x $1,000 | |
| Bookrunners: | Merrill Lynch, Pierce Fenner & Smith Incorporated Citigroup Global Markets Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. | |
| Co-managers: | Deutsche Bank Securities Inc. Scotia Capital (USA) Inc. 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 BofA Merrill Lynch toll-free at 1-800-294-1322 or by emailing BofA Merrill Lynch at: dg.prospectus_requests@baml.com.