Tyco wraps tender for several notes series

By Jennifer Chiou

New York, May 25 - Tyco International Ltd. and subsidiary Tyco International Group SA announced that they accepted all tendered securities in the offer for several series of Tyco International Group's notes.

In the tenders for its convertible notes, the company obtained tenders from holders of $726.165 million of its $750 million principal amount of 3.125% convertible senior debentures due 2023 of Tyco International Group; $281,700 million of its $692,700 principal amount of 0% Liquid Yield Option Notes due 2020 of Tyco; and $7,000 of its $35,000 principal amount of 0% convertible debentures due 2021 of Tyco International Group.

Tyco also waived the condition that holders of at least a majority of 6% notes due 2013, zero-coupon convertibles due 2021 and LYONs due 2020 tender their securities.

Tyco accepted tenders from holders of $99.683 million of its $400 million of 6 1/8% notes due 2008, $184,570,500 of its $400 million of 6 1/8% notes due 2009, $484.177 million of its $1 billion of 6¾% notes, $650.626 million of its $1.5 billion of 6 3/8% notes, $61.133 million of its $500 million of 7% notes, $68.654 million of its $800 million of 6 7/8% notes and $343.903 million of its $1 billion of 6% notes.

At the final deadline, 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 $66,872 million of Tyco Electronics Corp.'s $86 million of 7.2% notes due 2008 had tendered their securities. The company previously said it received the necessary consents from holders of the three notes series.

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

On May 23, the company corrected pricing for its $750 million principal amount of 3.125% convertible senior debentures due 2023. The correct price was $1,552.78 per $1,000 principal amount, not $1,550.48.

Tyco previously said that an incorrect share price had been used in the calculation.

The company added that it will execute a supplemental indenture after having received a sufficient amount of consents for the 3.125% convertibles.

As announced on May 22, pricing for the $692,700 principal amount of 0% Liquid Yield Option Notes due 2020 of Tyco was $827.71 per $1,000 principal amount at maturity and for the $35,000 principal amount of 0% convertible debentures due 2021 of Tyco International Group, it was $824.83 per $1,000 principal amount at maturity.

Pricing was fixed after the close on May 22.

For each $1,000 principal amount of 3.125% debentures, the payout was set as $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 was set 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 was fixed at the accreted value of the notes on the estimated payment date plus $10.00.

As previously announced, due to the declaration of its regular quarterly dividend on May 10, Tyco increased its payout for the 3.125% convertibles by $2.30.

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

The settlement date is slated for May 29.

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

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

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