Protection 1 Announces Final Results of Tender Offers and Offer to Exchange

CHICAGO–(BUSINESS WIRE)–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, on
behalf of Prime Security One MS, Inc., a wholly owned subsidiary of
Prime Security Services Borrower, LLC (the “Offeror”), final results
with respect to the Offeror’s previously announced (i) tender offers to
purchase (the “Tender Offers”) any and all of the outstanding
$750,000,000 aggregate principal amount of 2.250% Notes due 2017 (the
“2017 Notes”) and $500,000,000 aggregate principal amount of 4.125%
Senior Notes due 2019 (the “2019 Notes”) of The ADT Corporation (NYSE:
ADT) (“ADT”) and (ii) offer to exchange (the “Exchange Offer”) new
4.875% First-Priority Senior Secured Notes due 2032 (the “Exchange
Notes”) for any and all of ADT’s outstanding 4.875% Notes due 2042 (the
“2042 Notes”) that are held by eligible holders.


As of 12:00 midnight, New York City time, at the end of April 28, 2016,
the expiration time with respect to the Tender Offers and the Exchange
Offer (the “Expiration Time”), Protection 1 has been advised by D.F.
King & Co., Inc., tender and information agent for the Tender Offers and
exchange and information agent for the Exchange Offer, that the Offeror
has received:

  • tenders from the holders of $666,734,000 aggregate principal amount of
    the 2017 Notes pursuant to the Tender Offer for the 2017 Notes,
    representing approximately 88.90% of the outstanding 2017 Notes;
  • tenders from the holders of $452,573,000 aggregate principal amount of
    the 2019 Notes pursuant to the Tender Offer for the 2019 Notes,
    representing approximately 90.51% of the outstanding 2019 Notes; and
  • tenders from the eligible holders of $718,354,000 aggregate principal
    amount of the 2042 Notes pursuant to the Exchange Offer, representing
    approximately 95.78% of the outstanding 2042 Notes.

Each holder who validly tendered its 2017 Notes in the applicable Tender
Offer prior to 5:00 p.m., New York City time, on April 14, 2016, the
early tender deadline with respect to the Tender Offers and the Exchange
Offer (the “Early Deadline”), and did not validly withdraw such notes,
will receive, if the 2017 Notes are accepted for purchase pursuant to
the applicable Tender Offer, $1,015.67 for each $1,000 principal amount
of 2017 Notes, which includes an early tender premium of $5.00 per
$1,000 principal amount of 2017 Notes so tendered. Each holder who
validly tendered its 2017 Notes in the applicable Tender Offer after the
Early Deadline but prior to the Expiration Time will receive, if the
2017 Notes are accepted for purchase pursuant to the applicable Tender
Offer, $1,010.67 for each $1,000 principal amount of 2017 Notes.

Each holder who validly tendered its 2019 Notes in the applicable Tender
Offer prior to the Early Deadline, and did not validly withdraw such
notes, will receive, if the 2019 Notes are accepted for purchase
pursuant to the applicable Tender Offer, $1,079.18 for each $1,000
principal amount of 2019 Notes, which includes an early tender premium
of $5.00 per $1,000 principal amount of 2019 Notes so tendered. Each
holder who validly tendered its 2019 Notes in the applicable Tender
Offer after the Early Deadline but prior to the Expiration Time will
receive, if the 2019 Notes are accepted for purchase pursuant to the
applicable Tender Offer, $1,074.18 for each $1,000 principal amount of
2019 Notes.

Each eligible holder who validly tendered its 2042 Notes in the Exchange
Offer prior to the Early Deadline, and did not validly withdraw such
notes, will receive, if the 2042 Notes are accepted for exchange
pursuant to the Exchange Offer, $1,000 principal amount of Exchange
Notes for each $1,000 principal amount of 2042 Notes, which includes an
early tender premium of $5.00 principal amount of Exchange Notes per
$1,000 principal amount of 2042 Notes so tendered for exchange. Each
eligible holder who validly tendered its 2042 Notes in the Exchange
Offer after the Early Deadline but prior to the Expiration Time will
receive, if the 2042 Notes are accepted for exchange pursuant to the
Exchange Offer, $995 principal amount of Exchange Notes for each $1,000
principal amount of 2042 Notes.

Notes tendered in the Tender Offers or the Exchange Offer may no longer
be withdrawn at any time, except to the extent that the Offeror is
required by law to provide additional withdrawal rights.

The Tender Offers and the Exchange Offer are being conducted in
connection with the previously announced merger, pursuant to which ADT
has agreed to be acquired by an affiliate of certain funds managed by
Apollo and merged with the Offeror, with ADT surviving the merger as a
wholly owned subsidiary of Prime Security Services Borrower, LLC (the
“Acquisition”). The Tender Offers and the Exchange Offer are conditioned
upon, among other things, the closing of the Acquisition and other
customary conditions precedent. However, the completion of the Tender
Offers and the Exchange Offer are not conditions to the consummation of
the Acquisition. The consummation of each of the Tender Offers and the
Exchange Offer is not contingent upon the consummation of the other such
transactions. The Acquisition is expected to close on May 2, 2016.

General

The Tender Offers and the Exchange Offer are being made only pursuant to
the applicable offering documents. Deutsche Bank Securities Inc. is
acting as dealer manager for the Tender Offers and the Exchange Offer.
Barclays Capital Inc., Citigroup Global Markets Inc. and RBC Capital
Markets, LLC are acting as co-dealer managers for the Tender Offers and
the Exchange Offer. D.F. King & Co. Inc. is acting as tender and
information agent for the Tender Offers and exchange and information
agent for the Exchange 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 [email protected].

About Protection 1

Protection 1 was acquired by certain funds affiliated with Apollo Global
Management, LLC (NYSE: APO) on July 1, 2015 as the flagship for Apollo’s
entrance into the alarm monitoring services industry, with a
simultaneous acquisition of ASG Security, which has been effectively
integrated into Protection 1. Protection 1 is a premier full-service
business and home security company in the U.S. that provides
installation, maintenance, and monitoring of single-family home security
systems, business security systems and multi-family security systems.
Protection 1 serves over 2 million customers and employs over 4,000
people in more than 90 office locations and five UL Certified monitoring
centers across the country. For more information about Protection 1,
visit http://www.protection1.com/corporate/news/.

About ADT

The ADT Corporation (NYSE:ADT) is a leading provider of security and
automation solutions for homes and businesses in the United States and
Canada. ADT’s broad and pioneering set of products and services,
including ADT Pulse® interactive home and business solutions, and health
services, meet a range of customer needs for today’s active and
increasingly mobile lifestyles. Headquartered in Boca Raton, Florida,
ADT helps provide peace of mind to over 6.5 million customers and
employs approximately 17,000 people at 200 locations. More information
is available at www.adt.com.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of applicable federal securities laws. The forward-looking
statements include, without limitation, statements concerning the Tender
Offers and the Exchange Offer. Forward-looking statements involve risks
and uncertainties, including but not limited to economic, competitive,
and technological factors outside Protection 1’s control that may cause
actual results to differ materially from the forward-looking statements.
You should not place undue reliance on forward-looking statements as a
prediction of actual results. Protection 1 expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in expectations
or events, conditions or circumstances on which any such statements are
based.

Contacts

For Protection 1:
Coltrin & Associates
Jennifer
Webb, 212-221-1616
[email protected]
or
For Apollo
Global Management:

Apollo Global Management, LLC
Gary M.
Stein, 212-822-0467
Head of Corporate Communications
[email protected]
or
Rubenstein
Associates, Inc. for Apollo Global Management, LLC
Charles
Zehren, 212-843-8590
[email protected]