ADT Corp Sample Contracts

ADT Corp – AMENDED & RESTATED BYLAWS OF THE ADT CORPORATION (Adopted May 2, 2016) (May 6th, 2016)
ADT Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ADT CORPORATION (a Delaware corporation) (May 6th, 2016)

The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ADT Corp – THE ADT CORPORATION, as Issuer THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of April 22, 2016 TO INDENTURE Dated as of July 5, 2012 (April 25th, 2016)

THIS SEVENTH SUPPLEMENTAL INDENTURE is dated as of April 22, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

ADT Corp – THE ADT CORPORATION, as Issuer THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of April 8, 2016 TO INDENTURE Dated as of July 5, 2012 (April 11th, 2016)

THIS SIXTH SUPPLEMENTAL INDENTURE is dated as of April 8, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

ADT Corp – THE ADT CORPORATION, as Issuer THE NOTES GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 8, 2016 TO INDENTURE Dated as of March 19, 2014 (April 11th, 2016)

THIS FIRST SUPPLEMENTAL INDENTURE is dated as of April 8, 2016, among THE ADT CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Notes Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

ADT Corp – THE TRANSACTIONS (April 1st, 2016)

On February 14, 2016, Prime Security Services Borrower, LLC (“Prime LLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The ADT Corporation (“ADT”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Prime LLC (“Merger Sub”), and, solely for purposes of Article IX thereunder, Prime Security Services Parent Inc. (“Parent”) and Prime Security Services TopCo Parent, LP (“Ultimate Parent”), pursuant to which Merger Sub will be merged with and into ADT (the “Merger”), with ADT surviving the Merger as a wholly owned subsidiary of Prime LLC. At the effective time of the Merger, each share of ADT’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Prime LLC, Merger Sub or any other direct or indirect wholly owned subsidiary of Prime LLC, shares owned by ADT (including treasury shares) or any of its direct or indirect wholly owned subsidia

ADT Corp – Consent Solicitations relating to the 5.250% Senior Notes due 2020, 6.250% Senior Notes due 2021, 3.500% Notes due 2022, 4.125% Senior Notes due 2023 and 4.875% Notes due 2042 of The ADT Corporation Tender Offers for Any and All Outstanding 2.250% Notes due 2017 and 4.125% Senior Notes due 2019 of The ADT Corporation Offer to Exchange New 4.875% First-Priority Senior Secured Notes due 2032 for the Outstanding 4.875% Notes due 2042 of The ADT Corporation (April 1st, 2016)

Chicago, IL, April 1, 2016 – Prime Security Services Borrower, LLC (together with its subsidiaries, “Protection 1”), a portfolio company of certain funds affiliated with Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries and affiliates, “Apollo”), announced today that The ADT Corporation (NYSE: ADT) (“ADT”) has commenced consent solicitations (the “Consent Solicitations”) from holders of its 5.250% Senior Notes due 2020 (the “2020 Notes”), 6.250% Senior Notes due 2021 (the “2021 Notes”), 3.500% Notes due 2022 (the “2022 Notes”), 4.125% Senior Notes due 2023 (the “2023 Notes”) and 4.875% Notes due 2042 (the “2042 Notes” and, together with the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2023 Notes, the “Consent Notes”). The record date to determine holders of the Consent Notes eligible to consent is March 31, 2016.

ADT Corp – NEWS RELEASE The ADT Corporation 1501 Yamato Road Boca Raton, FL 33431 +1 561.988.3600 www.adt.com (March 28th, 2016)

Boca Raton, Fla., March 28, 2016 – The ADT Corporation (NYSE: ADT) today announced the expiration of the 40-day “go shop” period included in the previously announced merger agreement under which ADT will be acquired by an affiliate of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO). ADT and its representatives actively solicited alternative acquisition proposals during the go-shop period from 24 potential acquirers. During such time, none of these parties executed a confidentiality agreement or otherwise expressed an interest in pursuing a transaction, and no other party proposed an alternative transaction.

ADT Corp – NEWS RELEASE The ADT Corporation 1501 Yamato Road Boca Raton, FL 33431 +1 561.988.3600 www.adt.com (March 25th, 2016)

Boca Raton, Fla., March 25, 2016 – The ADT Corporation (NYSE: ADT) today announced that it has set a date for a special meeting of its stockholders to vote on the proposed acquisition of ADT by an affiliate of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO), and certain related matters.

ADT Corp – NEWS RELEASE The ADT Corporation 1501 Yamato Road Boca Raton, FL 33431 +1 561.988.3600 www.adt.com (March 9th, 2016)

Boca Raton, Fla., March 9, 2016 – The ADT Corporation (NYSE: ADT) today announced that the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with respect to the pending acquisition of ADT by an affiliate of certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO) and merger with Prime Security Services Borrower, LLC. As previously announced, the combined company will operate primarily under the ADT brand.

ADT Corp – SECOND AMENDED AND RESTATED BY-LAWS OF THE ADT CORPORATION DATED FEBRUARY 14, 2016 (February 16th, 2016)
ADT Corp – AGREEMENT AND PLAN OF MERGER Among THE ADT CORPORATION, PRIME SECURITY SERVICES BORROWER, LLC, PRIME SECURITY ONE MS, INC., and, solely for the purposes of Article IX, PRIME SECURITY SERVICES PARENT, INC. and PRIME SECURITY SERVICES TOPCO PARENT, L.P. Dated as of February 14, 2016 (February 16th, 2016)

This AGREEMENT AND PLAN OF MERGER, dated as of February 14, 2016 (this “Agreement”), is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Prime Security Services Borrower, LLC, a Delaware limited liability company (“Parent”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”) and, solely for the purposes of Article IX, Prime Security Services Parent, Inc., a Delaware corporation (“Parent Inc.”) and Prime Security Services TopCo Parent, L.P., a Delaware limited partnership (“Parent LP”).

ADT Corp – FOR IMMEDIATE RELEASE (February 2nd, 2016)

BOCA RATON, Fla. - February 2, 2016 - The ADT Corporation (NYSE: ADT) today reported its financial results for the first quarter of fiscal 2016. The Company reported total revenue of $900 million, an increase of 1.5%, or 2.7% in constant currency(1), compared to the first quarter of fiscal 2015. Recurring revenue, which made up approximately 93% of total revenue in the quarter, was $833 million, up 1.0% compared to the same period last year and up 2.2% in constant currency(1). Recurring revenue growth in the quarter was driven by a 2.6% increase in new and resale revenue per user, as a result of strong Pulse take rates and upgrades, growth in ADT Business, and price escalations. Unit attrition for residential and business for the quarter was 12.2%, a year-over-year improvement of 70 basis points. ADT closed the quarter with 6.6 million customer accounts. Pre-SAC EBITDA before special items increased by $8 million to $566 million(1)(2), and pre-SAC EBITDA margin before special it

ADT Corp – FOR IMMEDIATE RELEASE (November 10th, 2015)

BOCA RATON, Fla. - November 10, 2015 - The ADT Corporation (NYSE: ADT) today reported its financial results for the fourth quarter and full year 2015. The Company reported total revenue of $899 million, an increase of 1.8%, or 3.3% in constant currency(1), compared to the fourth quarter of 2014. Recurring revenue, which made up approximately 93% of total revenue in the quarter, was $835 million, up 2.0% compared to the same period last year and up 3.4% in constant currency(1). Recurring revenue growth in the quarter was driven by a 3.4% increase in new revenue per user, strong Pulse take rates, increased interactive service upgrades, growth in ADT Business, price escalations and lower attrition. Revenue attrition for the quarter improved to 12.2%, an improvement of 20 basis points sequentially and 130 basis points year-over-year. Unit attrition for residential and business improved 10 basis points sequentially, and 100 basis points from last year, ending at 12.2% for the quarter,

ADT Corp – AMENDED AND RESTATED (October 16th, 2015)
ADT Corp – FOR IMMEDIATE RELEASE (July 29th, 2015)

BOCA RATON, Fla. - July 29, 2015 - The ADT Corporation (NYSE: ADT) today reported its financial results for the third quarter of 2015. The Company reported total revenue of $898 million, an increase of 5.8%, or 6.2% in constant currency(1), compared to the third quarter of 2014. Recurring revenue, which made up approximately 93% of total revenue in the quarter, was $834 million, up 6.2% compared to the same period last year and up 6.8% in constant currency(1). Recurring revenue growth in the quarter was driven by an increase in ADT's new and resale revenue per user, which rose 2.4% over last year to $48.19, the addition of Reliance Protectron Inc. ("Protectron"), strong revenue growth by ADT Business and improved customer retention. Revenue attrition for the quarter improved to 12.4%, an improvement of 10 basis points sequentially and 150 basis points year-over-year. Unit attrition for residential and business improved 20 basis points sequentially, and 120 basis points from last y

ADT Corp – ADT REPORTS SECOND QUARTER 2015 RESULTS (April 29th, 2015)

BOCA RATON, Fla. - April 29, 2015 - The ADT Corporation (NYSE: ADT) today reported its financial results for the second quarter of 2015. The Company reported total revenue of $890 million, an increase of 6.3%, or 6.8% in constant currency(1), compared to the second quarter of 2014. Recurring revenue, which made up 93% of total revenue in the quarter, was $829 million, up 7.2% compared to the same period last year and up 7.8% in constant currency(1). Recurring revenue growth in the quarter was driven by an increase in ADT's new revenue per customer, which rose 4.6% over last year to $48.18, the addition of Reliance Protectron Inc. ("Protectron"), strong growth by ADT Business and improved customer retention. Revenue attrition for the quarter improved to 12.5%, an improvement of 50 basis points sequentially and 170 basis points year-over-year. Unit attrition for residential and small business improved 40 basis points sequentially, and 120 basis points from last year, ending at 12.5%

ADT Corp – ADT REPORTS FIRST QUARTER 2015 RESULTS (January 28th, 2015)

BOCA RATON, Fla. - January 28, 2015 - The ADT Corporation (NYSE: ADT) today reported its financial results for the first quarter of 2015. The Company reported diluted earnings per share of $0.41. Excluding special items for merger and restructuring costs and 2G radio conversion costs, diluted earnings per share was $0.51(1), an 18.6% increase as compared to diluted earnings per share excluding special items of $0.43(1) in the first quarter of 2014. Using the Company's cash tax rate, diluted earnings per share before special items was $0.73(1).

ADT Corp – NEWS RELEASE The ADT Corporation1501 Yamato RoadBoca Raton, FL 33431 +1 561.988.3600www.adt.com (January 9th, 2015)

Boca Raton, Fla., Jan. 9, 2015 - The ADT Corporation (NYSE:ADT), a leading provider of security and automation solutions for homes and businesses, today announced the appointment of Chris Hylen, Senior Vice President and General Manager of the Citrix SaaS Division, to the Company’s Board of Directors.

ADT Corp – December 18, 2014 The ADT Corporation 1501 Yamato Road Boca Raton, Florida 33431 (December 18th, 2014)
ADT Corp – Officer’s Certificate 5.250% Senior Notes due 2020 Officer’s Certificate under Section 2.01 of the Indenture (December 18th, 2014)

Pursuant to Article II of the Indenture, dated as of March 19, 2014 (as it may be amended or supplemented, the “Indenture”), between The ADT Corporation (the “Company”) and Wells Fargo Bank, National Association as trustee (the “Trustee”) and the Board Resolutions dated as of September 19, 2014 and November 11, 2013, of which copies certified by the Secretary or an Assistant Secretary of the Company are being delivered herewith under Section 2.01 of the Indenture,

ADT Corp – The ADT Corporation Underwriting Agreement (December 5th, 2014)
ADT Corp – ADT REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS (November 12th, 2014)

BOCA RATON, Fla. - November 12, 2014 - The ADT Corporation (NYSE: ADT) today reported its financial results for the fourth quarter and full year 2014. The Company reported diluted earnings per share of $0.47. Excluding special items for the separation from Tyco, merger and restructuring costs, 2G radio conversion costs, and discrete tax items, diluted earnings per share was $0.55(1), a 19.6% increase as compared to diluted earnings per share excluding special items of $0.46(1) in the fourth quarter of 2013. Using the Company's cash tax rate, diluted earnings per share before special items was $0.79(1).

ADT Corp – ADT REPORTS THIRD QUARTER 2014 RESULTS (July 30th, 2014)

BOCA RATON, Fla. - July 30, 2014 - The ADT Corporation (NYSE: ADT) today reported its financial results for the third quarter of 2014. The Company reported diluted earnings per share of $0.47. Excluding special items for the separation from Tyco, merger and restructuring costs, 2G radio conversion costs, and discrete tax items, diluted earnings per share was $0.55(1). This compares to diluted earnings per share excluding special items of $0.53(1) in the third quarter of 2013. Using the Company's cash tax rate, diluted earnings per share before special items was $0.80(1).

ADT Corp – The ADT Corporation 1501 Yamato Road Boca Raton, FL 33431 +1 561.988.3600 www.adt.com NEWS RELEASE (May 9th, 2014)

This press release is for informational purposes only and is neither an offer to buy, nor a solicitation of an offer to sell, the Exchange Notes. The Exchange Offer was made solely pursuant to the prospectus dated April 4, 2014.

ADT Corp – The ADT Corporation 1501 Yamato Road Boca Raton, FL 33431 +1 561.988.3600 www.adt.com NEWS RELEASE (April 30th, 2014)

Boca Raton, Fla., April 30, 2014 — The ADT Corporation (NYSE: ADT) today announced it has executed a definitive agreement to acquire Reliance Protectron Inc., a subsidiary of Reliance Comfort Limited Partnership, a portfolio company of investment funds managed by Alinda Capital Partners, for total cash consideration of CAD $555 million (approximately USD $500 million). The acquisition of Protectron will significantly strengthen ADT’s Canadian operations and create a combined security industry leader in Canada, differentiated by its ability to reach consumers and provide them with better service and more choice across a variety of traditional security and automation technologies.

ADT Corp – ADT REPORTS SECOND QUARTER 2014 RESULTS (April 30th, 2014)

BOCA RATON, Fla. - April 30, 2014 - The ADT Corporation (NYSE: ADT) today reported its financial results for the second quarter of 2014. The Company reported diluted earnings per share of $0.34 for the second quarter of 2014, which includes a non-cash tax charge of $13 million related to Tyco's pending settlement with the IRS of a pre-separation tax liability. Excluding this and other special items, diluted earnings per share was $0.49(1). This compares to diluted earnings per share excluding special items of $0.41(1) in the second quarter of 2013. Using the Company's cash tax rate, diluted earnings per share before special items was $0.69(1).

ADT Corp – Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com March 19, 2014 Client: 05533-00008 (March 19th, 2014)
ADT Corp – THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 19, 2014 UNSUBORDINATED DEBT SECURITIES (March 19th, 2014)

THIS INDENTURE is dated as of March 19, 2014 among THE ADT CORPORATION, a Delaware corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).

ADT Corp – Officer’s Certificate 4.125% Senior Notes due 2019 Officer’s Certificate under Section 2.01 of the Indenture (March 19th, 2014)

Pursuant to Article II of the Indenture, dated as of March 19, 2014 (as it may be amended or supplemented, the “Indenture”), between The ADT Corporation (the “Company”) and Wells Fargo Bank, National Association as trustee (the “Trustee”) and the Board Resolutions dated as of September 20, 2013 and November 11, 2013, of which copies certified by the Secretary or an Assistant Secretary of the Company are being delivered herewith under Section 2.01 of the Indenture,

ADT Corp – The ADT Corporation Underwriting Agreement (March 7th, 2014)

The ADT Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as the representative, an aggregate of $500,000,000 principal amount of its 4.125% Senior Notes due 2019 (the “Securities”). The Securities will have the terms set forth in Schedule III. The Securities are to be issued pursuant to an Indenture, to be dated as of March 19, 2014 (the “Base Indenture”), and an Officers’ Certificate to be dated as of March 19, 2014 (the “Officers’ Certificate” and, together with the Base Indenture, the “Indenture”), each between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

ADT Corp – ADT REPORTS FIRST QUARTER 2014 RESULTS (January 30th, 2014)

BOCA RATON, Fla. - January 30, 2014 - The ADT Corporation (NYSE: ADT) today reported its financial results for the first quarter of 2014. The Company reported diluted earnings per share of $0.39 for the first quarter of 2014. Excluding special items for the separation from Tyco, merger and restructuring costs, and 2G radio conversion costs, diluted earnings per share was $0.43(1). This compares to diluted earnings per share excluding special items of $0.44(1) in the first quarter of 2013. Using the Company's cash tax rate, diluted earnings per share before special items was $0.66(1). Net income for the first quarter of 2014 was $77 million.

ADT Corp – SHARE REPURCHASE AGREEMENT (November 29th, 2013)

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of November, 2013 (the “Trade Date”), by and between Corvex Management LP, a Delaware limited partnership (the “Seller”) and The ADT Corporation, a Delaware corporation (the “Company”).

ADT Corp – Amendment to Agreement (November 29th, 2013)

This Amendment to Agreement (this “Amendment”), dated as of November 24, 2013, is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Keith A. Meister (“Designee”) and Corvex Management LP (together with Designee, the “Corvex Group”).

ADT Corp – To: The ADT Corporation 1501 Yamato Road Boca Raton, Florida, 33431 From: JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England Re: Accelerated Stock Repurchase (Variable Cap) Date: November 19, 2013 (November 25th, 2013)

This master confirmation (this “Master Confirmation”), dated as of November 19, 2013 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between J.P. Morgan Securities LLC (“JPMS”), as agent for JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and The ADT Corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in (i) a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation and (ii) a Trade Notification in the form of Schedule B hereto (a “Trade Notification”), which shall reference the relevant Supplemental Confirmation and supplement, form a part of,