PEMBROKE, Bermuda, April 27 /PRNewswire-FirstCall/ -- Tyco
International Ltd. ("Tyco") (NYSE: TYC; BSX: TYC) today announced that, in
connection with its planned separation into three independent, publicly
traded companies, Tyco and certain of its subsidiaries that are issuers of
its corporate debt have commenced tender offers to purchase for cash
substantially all of their outstanding Dollar denominated public debt,
aggregating approximately $6.6 billion, with maturities from 2007 to 2029.
In conjunction with the tender offers, the relevant issuer will also
solicit consents for certain clarifying amendments to the indentures
pursuant to which the debt was issued. Tyco refers investors to the tender
offer and consent solicitation documents for the complete terms of the
tender offers and consent solicitations.
Tyco also announced that it expected its subsidiary, Tyco International
Group S.A., to commence on April 30, 2007 tender offers to purchase for
cash all of its outstanding Euro and Pound Sterling denominated public
debt, aggregating the equivalent of approximately $1.9 billion, with
maturities from 2008 to 2031, issued under its Euro Medium Term Note
Programme (the "EMTN Notes") and a consent solicitation for certain
clarifying amendments to the fiscal agency agreement pursuant to which the
EMTN Notes were issued.
Non-Convertible U.S. Debt
The following table sets forth the non-convertible U.S. debt securities
of the specified issuer subject to the tender offers and consent
solicitations (collectively, the "U.S. Notes"):
Tyco International Approximate Reference U.S. Early
Group S.A. Outstanding Treasury Fixed Consent
CUSIP Amount Security Spread Payment
6.125% notes due 2008 902118AM0 $400,000,000 4.875% due 0.30% $30.00
10/31/2008
6.125% notes due 2009 902118AJ7 $400,000,000 3.250% due 0.35% $30.00
1/15/2009
6.75% notes due 2011 902118AY4 $1,000,000,000 5.000% due 0.35% $30.00
2/15/2011
6.375% notes due 2011 902118BC1 $1,500,000,000 4.500% due 0.40% $30.00
9/30/2011
6.0% notes due 2013 902118BK3 $1,000,000,000 4.250% due 0.40% $30.00
11/15/2013
7.0% notes due 2028 902118AC2 $500,000,000 4.750% due 0.60% $30.00
2/15/2037
6.875% notes due 2029 902118AK4 $800,000,000 4.750% due 0.60% $30.00
2/15/2037
United States Surgical
Corporation
(as successor to
Mallinckrodt Inc.)
6.5% Notes due 2007 561226AB7 $100,000,000 4.25% due 0.30% $30.00
10/31/2007
7.0% Debentures
due 2013 452454AB7 $87,000,000 4.25% due 0.40% $30.00
11/15/2013
Tyco Electronics
Corporation
(as successor to
Raychem Corporation)
7.2% Notes due 2008 754603AB4 $86,000,000 3.125% due 0.40% $30.00
10/15/2008
Holders of U.S. Notes must tender their U.S. Notes and deliver their
consents by 5:00 p.m., New York City time, on May 10, 2007, unless such
date is extended or earlier terminated (the "Early Consent Date"), to be
eligible to receive the Total Consideration (defined below), which includes
the early consent payment set forth in the table above. Holders of U.S.
Notes who tender their U.S. Notes after 5:00 p.m., New York City time on
May 10, 2007, but before 12:00 midnight, New York City time, on May 24,
2007, unless such date is extended or earlier terminated (the "Expiration
Date"), will be eligible to receive only the Total Consideration less the
early consent payment. Holders who tender U.S. Notes must also deliver
consents to the proposed indenture amendments.
The total consideration for each $1,000 principal amount of U.S. Notes
(the "Total Consideration") will equal the present value of the remaining
interest and principal payments on such U.S. Notes, calculated as set forth
in the relevant tender offer and consent solicitation document, based on a
yield to maturity of the U.S. Treasury reference security (the "UST
Reference Security") for such U.S. Notes (the "Reference Yield") plus the
fixed spread indicated in the table above.
The Dealer Managers will calculate the Reference Yield in accordance
with standard market practice based on the bid-side price of the UST
Reference Security for such Notes as displayed on the relevant Bloomberg
pages as of 2:00 p.m., New York City time, two business days prior to the
Expiration Date. Tyco expects to publicly announce the pricing information
for the tender offers via subsequent press release.
The tender offer for each of the U.S. Notes is subject to the
satisfaction of certain conditions, as specified in the tender offer and
consent solicitation documents.
Payment in respect of the tender offers and consent solicitations will
be made promptly after the Expiration Date, if the Notes are accepted for
payment.
Convertible U.S. Debt
Convertible Senior Debentures due 2023
The following table sets forth the convertible U.S. debt securities due
2023 of the issuer subject to the tender offers and consent solicitations
(the "2023 Convertible Notes"):
Approximate
Tyco International Group S.A. CUSIP Outstanding Amount
3.125% Convertible Senior Debentures
due 2023 902118BE7 $750,000,000
902118BG2
Holders of the 2023 Convertible Notes must tender their 2023
Convertible Notes and deliver their consents by 12:00 midnight, New York
City time, on May 24, 2007, unless such date is extended or earlier
terminated, to be eligible to receive the 2023 Convertible Notes Purchase
Price (defined below). Holders who tender Notes must also deliver consents
to the proposed indenture amendments.
The purchase price for each $1,000 principal amount of 2023 Convertible
Notes (the "2023 Convertible Notes Purchase Price") will be determined
after 5:00 p.m., New York City time, on May 22, 2007 (the "Pricing Date")
and will be the sum of:
(C) 45.9821 times the Weighted Average Price; plus
(D) $62.50.
For purposes of this calculation, "Weighted Average Price" means the
arithmetic average of the daily volume-weighted average price of Tyco's
common shares, par value $.20 per share for the ten trading days prior to
and including the Pricing Date. The daily volume-weighted average shall
equal the daily volume-weighted average price for Tyco's common shares on
the New York Stock Exchange during the period beginning at 9:30:01 a.m.,
New York City time (or such other time as is the official open of trading
at the New York Stock Exchange) and ending at 4:00:00 p.m., New York City
time (or such other time as is the official close of trading at the New
York Stock Exchange) as reported by Bloomberg Financial Services through
its "Volume at Price" function. The Weighted Average Price and the variable
cash component of the purchase price will be rounded to the nearest whole
cent. Tyco expects to publicly announce this pricing information by
subsequent press release.
The tender offer for the 2023 Convertible Notes is subject to the
satisfaction of certain conditions, as specified in the tender offer and
consent solicitation documents.
Payment of the 2023 Convertible Notes Purchase Price will be made
promptly after the Expiration Date, if such 2023 Convertible Notes are
accepted for payment.
Zero Coupon Convertible Notes
The following table sets forth the convertible U.S. debt securities due
2020 and 2021 of the specified issuer subject to the tender offers and
consent solicitations (collectively, the "Zero Coupon Convertible Notes"):
Tyco International Ltd. CUSIP Outstanding Amount
Liquid Yield Option(TM) Notes due 2020
(Zero Coupon-Senior) 902124AC0 $692,700
Tyco International Group S.A.
Zero Coupon Convertible Debentures
due 2021 902118AW8 $35,000
Holders of the Zero Coupon Convertible Notes must tender their Notes
and deliver their consents by 12:00 midnight, New York City time, on May
24, 2007, unless such date is extended or earlier terminated, to be
eligible to receive the Zero Coupon Convertible Notes Purchase Price
(defined below). Holders who tender Notes must also deliver consents to the
proposed indenture amendments.
The purchase price for each $1,000 principal amount of Liquid Yield
Option(TM) Notes due 2020 (Zero Coupon-Senior) (the "LYONs Purchase Price")
will be $827.71, which represents the accreted value on the estimated
payment date plus a premium of $10.00. The purchase price for each $1,000
principal amount of Zero Coupon Convertible Debentures due 2021 (the "Zero
Coupon Convertible Debentures Purchase Price") will be $824.83, which
represents the accreted value on the estimated payment date plus a premium
of $10.00.
The tender offer for each of the Zero Coupon Convertible Notes is
subject to the satisfaction of certain conditions, as specified in the
tender offer and consent solicitation documents.
Payment of the LYONs Purchase Price will be made promptly after the
Expiration Date, if such Liquid Yield Option(TM) Notes due 2020 (Zero
Coupon- Senior) are accepted for payment. Payment of the Zero Coupon
Convertible Debentures Purchase Price will be made promptly after the
Expiration Date, if such Zero Coupon Convertible Debentures due 2021 are
accepted for payment.
Information Relating to Tender Offers for all U.S. Debt Securities
The tender offer and related consent solicitation documents for all of
the U.S. debt securities are being distributed to holders beginning today.
Goldman, Sachs & Co. and Morgan Stanley are the Dealer Managers for the
domestic tender offers and Solicitation Agents for the domestic consent
solicitations. Investors with questions regarding the domestic offer may
contact Goldman, Sachs & Co. at (212) 902-9077 or (800) 828-3182 (toll
free) and Morgan Stanley at (212) 761-1941 or (800) 624-1808 (toll free).
Global Bondholder Services Corporation is the Information Agent and
Depositary and can be contacted at (212) 430-3774 (collect) or in relation
to the domestic tender offers and the domestic consent solicitations, at
(866) 470-3700 (toll free).
None of Tyco or its subsidiaries referred to herein, their respective
governing bodies, the Information Agent, the Depositary, the Fiscal Agent
or the Dealer Managers make any recommendation as to whether holders of any
of the notes referred to in this press release should tender or refrain
from tendering or as to whether holders of such notes should provide
consents to the proposed amendments. This press release does not constitute
an offer to purchase any securities.
Tyco and its subsidiaries expressly reserve the right, in their sole
discretion, subject to applicable law to: (i) terminate prior to the
relevant expiration date any tender offer and consent solicitation and not
accept for payment any notes not theretofore accepted for payment; (ii)
waive on or prior to the relevant expiration date any and all of the
conditions of the tender offer and the consent solicitation; (iii) extend
the relevant expiration date; and (iv) amend the terms of any tender offer
or consent solicitation. The foregoing rights are in addition to their
right to delay acceptance for payment of notes tendered under the relevant
tender offer or the payment for notes accepted for payment in order to
comply in whole or in part with any applicable law, subject to Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to the extent applicable, which requires that an offeror
pay the consideration offered or return the securities deposited by or on
behalf of the holders thereof promptly after the termination or withdrawal
of a tender offer; and receipt of the required consents to implement the
proposed amendments.
This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the notes.
The full details of the tender offers for the notes, including complete
instructions on how to tender notes will be included in the offer to
purchase and consent solicitation statements, the letters of transmittal,
where applicable, and related materials. Noteholders are strongly
encouraged to read carefully the offer to purchase and consent solicitation
statements, the letters of transmittal and any other related materials,
including materials filed with the Securities and Exchange Commission
because they will contain important information. Noteholders may obtain
free copies of the offer to purchase and consent solicitation statement
with respect to the U.S. convertible debt and other related materials once
they are filed with the Securities and Exchange Commission at the
Commission's website at http://www.sec.gov.
Noteholders may obtain a copy of the tender offer and consent
solicitation statements, free of charge, from Global Bondholder Services
Corporation, the information agent in connection with the tender offers and
consent solicitations for the notes, by calling toll-free at (866) 470-3700
or (212) 430-3774 (bankers and brokers can call collect at 212-430-3774).
Noteholders are urged to carefully read these materials prior to making any
decisions with respect to the tender offers and consent solicitations.
Tender Offers Selling Restrictions
No offer will be made for the EMTN Notes within the United States.
Acceptance notices with respect to the EMTN Notes made by a resident of the
United States, by any agent, fiduciary or other intermediary acting on a
non- discretionary basis for a principal giving instructions from within
the United States, or by any U.S. person, will not be accepted.
About Tyco
Tyco International Ltd. is a global, diversified company that provides
vital products and services to customers in four business segments:
Electronics, Fire & Security, Healthcare, and Engineered Products &
Services. With 2006 revenue of $41 billion, Tyco employs approximately
240,000 people worldwide. More information on Tyco can be found at
http://www.tyco.com.
Forward-Looking Statements
This release may contain certain forward-looking statements. These
statements are based on management's current expectations and are subject
to risks, uncertainty and changes in circumstances, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performance or achievements. All statements contained herein that
are not clearly historical in nature are forward-looking and the words
"anticipate," "believe," "expect," "estimate," "plan," and similar
expressions are generally intended to identify forward-looking statements.
The forward- looking statements in this release include statements
addressing the following subjects: future financial condition and operating
results. Economic, business, competitive and/or regulatory factors
affecting Tyco's businesses are examples of factors, among others, that
could cause actual results to differ materially from those described in the
forward-looking statements. Tyco is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or
otherwise. More detailed information about these and other factors is set
forth in Tyco's Annual Report on Form 10-K and 10-K/A for the fiscal year
ended Sept. 29, 2006 and in Tyco's Quarterly Report on Form 10-Q and 10-Q/A
for the fiscal quarter ended Dec. 29, 2006.
SOURCE Tyco International Ltd.
 back to top
Related links:
http://www.tyco.com
CONTACT:
media, Sheri Woodruff, +1-609-720-4399,
swoodruff@tyco.com; or investors, Ed Arditte, +1-609-720-4621,
Karen Chin, +1-609-720-4398, all of Tyco International Ltd.
|
