ADT Inc. Announces Preliminary Results of Tender Offer

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BOCA RATON, Fl., April 1, 2019 – ADT Inc. (NYSE: ADT) (the “Company” or “ADT”), a leading provider of monitored security  and interactive home and business automation solutions in the United States and  Canada, announced today the preliminary results of the previously announced  tender offer to purchase for cash (the “Tender Offer”) up to $2,246 million  aggregate principal amount of the 9.250% Second-Priority Senior Secured Notes  due 2023 (the “Notes”) of Prime Security Services Borrower, LLC and Prime  Finance Inc. (the “Offerors”).

As of 5:00 p.m., New York  City time, on March 29, 2019, the early tender deadline with respect to the  Tender Offer (the “Early Tender Time”), ADT has been advised by D.F. King &  Co., Inc., tender and information agent for the Tender Offer that the Offerors  have received tenders from the holders of $1,672,979,000 aggregate principal  amount of the Notes pursuant to the Tender Offer, representing approximately 74.49%  of the outstanding Notes.

The Offerors expect to accept for  purchase $1,000 million aggregate principal amount of Notes validly tendered  and not withdrawn prior to the Early Tender Time on April 4, 2019. The Notes  will be accepted from holders on a pro rata basis pursuant to the terms of the  Tender Offer.

Each holder who validly tendered  its Notes in the Tender Offer prior to the Early Tender Time, and did not validly withdraw such notes,  will receive, if the Notes are accepted for purchase pursuant to the Tender  Offer, $1,053.04 for each $1,000 principal amount of Notes, which includes an  early tender premium of $30.00 per $1,000 principal amount of Notes so  tendered.

Notes tendered prior to the Early Tender  Time may no longer be withdrawn, except to the extent that the Offerors are  required by law to provide additional withdrawal rights.

Holders of the Notes may still participate  in the Tender Offer until the expiration time of the Tender Offer, at 12:00 midnight, New York City time, at the end  of Friday, April 12, 2019, unless extended (such time and date, as the same may  be extended, the “Expiration Time”).

The consideration for the  Notes validly tendered after the Early Tender Time but prior to the Expiration  Time will be $1,023.04 for each $1,000 principal amount of Notes so tendered.  Notes tendered after the Early Tender  Time will have no withdrawal rights, except to the extent that the Offerors are  required by law to provide additional withdrawal rights.

The complete terms and conditions  of the Tender Offer are detailed in the Offer to Purchase and the related  Letter of Transmittal (collectively, the “Offering Documents”). The Offerors’  obligation to accept for purchase, and to pay for, Notes that are validly  tendered (and not validly withdrawn) is subject to, and conditioned upon, the  satisfaction or waiver of certain conditions described in the Offer Documents.  The Offerors may amend, extend or, subject to certain conditions and applicable  law, terminate the Tender Offer at any time in their sole discretion.

The Tender Offer is being made only pursuant to the Offering Documents.  Deutsche Bank Securities Inc. is acting as  dealer manager for the Tender Offer. D.F. King & Co., Inc. is  acting as tender and information agent for the Tender Offer.  Requests for the Offering Documents may be directed  to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and  banks), (866) 416-0576 (for all others) or e-mail at

About ADT

ADT is a leading provider of security and automation  solutions in the United States and Canada, protecting homes and businesses,  people on-the-go and digital networks. Making security more accessible than  ever before, and backed by 24/7 customer support, ADT is committed to providing  superior customer service with a focus on speed and quality of responsiveness,  helping customers feel safer and empowered. ADT is headquartered in Boca Raton,  Florida and employs approximately 19,000 people throughout North America.

Cautionary Note Regarding Forward-Looking Statements

ADT has made statements in this press release and other  reports, filings, and other public written and verbal announcements that are  forward-looking and therefore subject to risks and uncertainties. All  statements, other than statements of historical fact, included in this document  are, or could be, “forward-looking statements” within the meaning of the  Private Securities Litigation Reform Act of 1995 and are made in reliance on  the safe harbor protections provided thereunder. These forward-looking  statements relate to anticipated financial performance, management’s plans and  objectives for future operations, business prospects, outcome of regulatory  proceedings, market conditions and other matters. Any forward-looking statement  made in this press release speaks only as of the date on which it is made. ADT  undertakes no obligation to publicly update or revise any forward-looking statement,  whether as a result of new information, future developments or otherwise.  Forward-looking statements can be identified by various words such as  “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,”  “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,”  “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,”  and similar expressions. These forward-looking statements are based on  management’s current beliefs and assumptions and on information currently  available to management. ADT cautions that these statements are subject to  risks and uncertainties, many of which are outside of ADT’s control, and could  cause future events or results to be materially different from those stated or  implied in this document, including among others, risk factors that are  described in the Company’s Annual Report on Form 10-K and other filings with  the Securities and Exchange Commission, including the sections entitled “Risk  Factors” and “Management’s Discussion and Analysis of Financial Condition and  Results of Operations” contained therein.
  Media Contacts
  Investor  Relations:
  Jason Smith – ADT

Media  Relations:
  Mónica Talán -  ADT