SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
ADT Inc.
(Name of Subject Company (Issuer))
| Title of Class of Securities |
CUSIP Number of Class of Securities | |
| Common Stock, par value $0.01 per share | 0090Q103 | |
| Class B Common Stock, par value $0.01 per share | N/A |
David Smail
Executive Vice President, Chief Legal Officer and Secretary
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Telephone: (561) 988-3600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s) Filing Statement)
Copies to:
Andrew J. Pitts, Esq.
O. Keith Hallam, III, Esq.
C. Daniel Haaren, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
CALCULATION OF FILING FEE
Filing Fee Exhibit filed herewith.
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer |
This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by ADT Inc., a Delaware corporation (“ADT” or the “Company”), to purchase for cash up to 133,333,333 shares of common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of the Company (collectively, the “Shares”) at a price of $9.00 per share (the “Purchase Price”), less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 12, 2022 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended and supplemented from time to time, the “Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B).
This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”).
All information in the Offer to Purchase and the related Letter of Transmittal hereby is expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
| Item 1. | Summary Term Sheet |
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
| Item 2. | Subject Company Information |
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is ADT Inc., a Delaware corporation, and the address of its principal executive office is 1501 Yamato Road, Boca Raton, Florida 33431. The telephone number at such principal executive office is (561) 988-3600.
(b) The title of each class of equity securities to which this Schedule TO relates is the common stock, par value $0.01 per share (the “Common Stock”), and the Class B common stock, par value $0.01 per share the (“Class B Common Stock”), of the Company. As of August 29, 2022, there were 857,048,818 issued and outstanding shares of Common Stock (including 9,395,298 shares of restricted share awards, assuming attainment of the maximum level of performance) and 54,744,525 issued and outstanding shares of Class B Common Stock. The shares of Common Stock outstanding as of August 29, 2022 do not include shares of Common Stock issuable upon exercise of existing stock options or vesting of existing restricted stock units or performance-based restricted stock units, or shares of Common Stock that we expect to issue in connection with the Strategic Investment (as defined in the Offer to Purchase).
(c) The information set forth in the Offer to Purchase under Section 7 (“Price Range of the Shares; Dividends”) is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person |
(a) The Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| Item 4. | Terms of the Transaction |
(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary Term Sheet”; |
| • | Section 1 (“Number of Shares; Purchase Price; Proration”); |
| • | Section 2 (“Purpose of the Offer; Certain Effects of the Offer”); |
| • | Section 3 (“Procedures for Tendering Shares”); |
| • | Section 4 (“Withdrawal Rights”); |
| • | Section 5 (“Purchase of Shares and Payment of Purchase Price”); |
| • | Section 6 (“Conditions of the Offer”); |
| • | Section 8 (“Source and Amount of Funds”); |
| • | Section 11 (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”); |
| • | Section 12 (“Effects of the Offer on the Market for Shares; Registration under the Exchange Act”); |
| • | Section 14 (“Material U.S. Federal Income Tax Consequences”); and |
| • | Section 15 (“Extension of the Offer; Termination; Amendment”). |
(b) The information in Section 11 of the Offer to Purchase (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements |
(e) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) and Section 11 (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals |
(a), (b) and (c) The information set forth in the Offer to Purchase under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration |
(a), (b) and (d) The information set forth in the Offer to Purchase under Section 8 (“Source and Amount of Funds”) is incorporated herein by reference.
| Item 8. | Interest in Securities of the Subject Company |
(a) and (b) The information set forth in the Offer to Purchase under Section 11 (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used |
(a) The information set forth in the Offer to Purchase under Section 16 (“Fees and Expenses”) is incorporated herein by reference.
| Item 10. | Financial Statements |
(a) The financial statements and notes thereto included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and Item 1 of the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2022 are incorporated herein by reference. Please see Section 10 of the Offer to Purchase for instructions on how to obtain copies of the Company’s filings with the Securities and Exchange Commission, including filings that contain the aforementioned financial statements.
(b) Not applicable.
| Item 11. | Additional Information |
(a) The information set forth in the Offer to Purchase under Section 9 (“Certain Financial Information”), Section 10 (“Certain Information Concerning ADT”), Section 11 (“Interest of Directors, Executive Officers, Controlling Shareholders and Others; Transactions and Arrangements Concerning the Shares”), Section 12 (“Effects of the Offer on the Market for Shares; Registration under the Exchange Act”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, as each may be amended or supplemented from time to time, is incorporated herein by reference.
| Item 12. | Exhibits |
| * | Filed herewith. |
| + | Certain attachments, exhibits or schedules, as applicable, to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted attachments, exhibits and schedules to the Securities and Exchange Commission upon its request. |
| Item 12(b). | Filing Fees. |
| Item 13. | Information required by Schedule 13E-3 |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| ADT INC. | ||
| By: | /s/ David W. Smail | |
| David W. Smail | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||
Dated: September 12, 2022