Tyco International extends tender, consent deadline for some notes, ups payout for 3.125% convertibles

By Jennifer Chiou

New York, May 11 - Tyco International Ltd. and subsidiary Tyco International Group SA prolonged tender offers and consent solicitations for several series of notes.

The tender offers and consent solicitations for the following notes will now expire at 5 p.m. ET on May 15, pushed back from May 10: the 6 1/8% notes due 2008, 6 1/8% notes due 2009, 6¾% notes due 2011, 6 3/8% notes due 2011, 7% notes due 2028, 6 7/8% notes due 2029 and the 6% notes due 2013.

As of the previous deadline, Tyco had received tenders from holders of $99.368 million of its $400 million of 6 1/8% notes due 2008, $173.859 million of its $400 million of 6 1/8% notes due 2009, $469,990,995 of its $1 billion of 6¾% notes, $598.833 million of its $1.5 billion of 6 3/8% notes, $51.607 million of its $500 million of 7% notes, $68.871 million of its $800 million of 6 7/8% notes and $331.843 million of its $1 billion of 6% notes.

Tyco also announced that it does not intend to extend the expiration date of the offers, adding that it reserves its right to waive the condition that the holders of at least a majority in outstanding principal amount of the notes consent to the amendments.

The company said it received the necessary consents from holders of $79.846 million of United States Surgical Corp.'s $100 million of 6½% notes due 2007 and $81.16 million of its $87 million of 7% debentures due 2013 as well as $60.362 million of Tyco Electronics Corp.'s $86 million of 7.2% notes due 2008.

As already reported, the company also launched offers for the $750 million principal amount of 3.125% convertible senior debentures due 2023 of Tyco International Group; $692,700 principal amount of 0% Liquid Yield Option Notes due 2020 of Tyco; and $35,000 principal amount of 0% convertible debentures due 2021 of Tyco International Group.

Due to the declaration of its regular quarterly dividend on May 10, Tyco will increase its payout for the 3.125% convertibles by $2.30. The payout will be determined after 5 p.m. ET on May 22.

The company is conducting the offers as part of its planned separation into three separate companies. The consent solicitations seek consents for some clarifying amendments to the note indentures.

The offers and consent solicitations for the nonconvertible dollar-denominated debt due between 2007 and 2029 as well as the convertibles will still expire at midnight ET on May 24.

For each $1,000 principal amount of 3.125% debentures, the payout will be $62.50 plus 45.9821 times the 10-day volume-weighted average price of Tyco's shares on May 22.

The payout for each $1,000 principal amount of LYONs will be $827.71, equal to the accreted value of the notes on the estimated payment date plus $10.00.

The payout for each $1,000 principal amount of 0% debentures will be $824.83, equal to the accreted value of the notes on the estimated payment date plus $10.00.

Goldman, Sachs & Co. (800 828-3182 or 212 902-9077) and Morgan Stanley (212 761-1941 or 800 624-1808) are the dealer managers. Global Bondholder Services Corp. (866 470-3700 or collect 212 430-3774) is the information agent.

Based in Pembroke, Bermuda, Tyco produces electronics, fire and security, health care and engineered products and services.

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