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SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Subject Company (Issuer))
TYCO INTERNATIONAL LTD.
TYCO INTERNATIONAL GROUP S.A.
(Name of Filing Persons (Offeror))
3.125% Convertible Senior Debentures due 2023
(Title of Class of Securities)
902118BE7 / 902118BG2
(CUSIP Numbers of Class of Securities)
Judith A. Reinsdorf, Esq.
c/o Tyco International Management Company
9 Roszel Road, Princeton, NJ 08540
(609) 720-4200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Steven R. Finley, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166-0193
(212) 351-4000
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
---|---|---|
$1,169,090,375 | $35,891.07 | |
- *
- Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(b). The transaction valuation is based upon an assumed purchase price for the 3.125% Convertible Senior Debentures due 2023 (the "Notes") of $1,557.84 per $1,000.00 principal amount. The aggregate outstanding principal amount of the Notes equals $750,456,000. The assumed purchase price per $1,000.00 principal amount was calculated as the product of the closing price of the common stock of Tyco International Ltd. on April 26, 2007, which equaled $32.52, and the conversion rate of the Notes of 45.9821 shares of the common stock of Tyco International Ltd. per $1,000.00 principal amount, plus a premium of $62.50 per $1,000.00 principal amount.
- **
- $30.70 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 7 for fiscal year 2007.
- o
- Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A | Filing Party: N/A | |
Form or Registration No.: N/A | Date Filed: N/A |
- o
- Check the 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:
- o
- third party tender offer subject to Rule 14d-1.
- ý
- issuer tender offer subject to Rule 13e-4.
- o
- going-private transaction subject to Rule 13e-3.
- o
- 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. o
This Tender Offer Statement on Schedule TO-I (this "Schedule TO-I") is filed by Tyco International Ltd., a company organized under the laws of Bermuda ("Tyco"), and Tyco International Group S.A., a company organized under the laws of Luxembourg and a wholly owned subsidiary of Tyco (the "Company"), and relates to the offer to purchase (the "Tender Offer") all of its outstanding 3.125% Convertible Senior Debentures due 2023 issued by the Company on January 13, 2003 (the "Notes") and solicitation of consents (the "Consent Solicitation") to amendments to the Indenture (as defined below), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 27, 2007 (the "Offer to Purchase") and in the related Consent and Letter of Transmittal, which are filed as Exhibits (a)(1)(i) and Exhibit (a)(2)(i) to this Schedule TO, respectively.
The Tender Offer and Consent Solicitation will expire at 12:00 Midnight, New York City time, on May 24, 2007. This Schedule TO-I is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
Items 1 through 9.
The Notes were issued pursuant to an indenture, dated as of January 13, 2003, among the Company, Tyco, as guarantor, and U.S. Bank, N.A., as trustee (the "Indenture"). The payment and performance of all obligations of the Company under the Indenture and the Notes are fully and unconditionally guaranteed by Tyco, and the Notes are convertible into common shares, par value $0.20 per share, of Tyco. Tyco maintains its registered and principal executive offices at 90 Pitts Bay Road, Second Floor, Pembroke HM 08, Bermuda. The executive offices of Tyco's principal United States subsidiaries are located at 9 Roszel Road, Princeton, NJ 08540. The telephone number there is (609) 720-4200. The Company maintains its registered and principal executive offices at 58, rue Charles Martel, L-2134 Luxembourg. The Company's telephone number is (352) 464-340-1. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Offer to Purchase is incorporated by reference into this Schedule TO-I.
Item 10. Financial Statements
(a) Financial Information. The financial condition and results of operations of Tyco and its subsidiaries, including the Company, are reported electronically on EDGAR on a consolidated basis. The following financial statements are incorporated herein by reference:
- (1)
- The audited annual consolidated financial statements of Tyco for fiscal years 2006 and 2005 set forth in Tyco's annual report on Form 10-K for the fiscal year ended September 29, 2006 filed on December 11, 2007, as amended by the Form 10-K/A filed on April 20, 2007;
- (2)
- The unaudited condensed consolidated financial statements of Tyco set forth in Tyco's quarterly report on Form 10-Q the quarter ended December 29, 2006 filed on February 6, 2007, as amended by the Form 10-Q/A filed on April 20, 2007; and
- (3)
- The summary financial information in Annex C to the Offer to Purchase.
(b) Pro Forma Financial Information. Not applicable.
Item 11. Additional Information
(a) Not applicable.
(b) Not applicable.
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Item 12. Exhibits.
- (a)
- (1)(i) Offer to Purchase, dated April 27, 2007.
- (a)
- (1)(ii) Consent and Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
- (a)
- (1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
- (a)
- (1)(iv) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
- (a)
- (5)(i) Press Release, dated April 27, 2007.
- (b)
- (1) 364-Day Senior Bridge Loan Agreement (Electronics Businesses), dated April 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Tyco Electronics Group S.A., Tyco Electronics Ltd., the lenders party thereto and Bank of America, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007.
- (b)
- (2) 364-Day Senior Bridge Loan Agreement (Fire & Safety and Engineered Products Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Tyco International Finance S.A., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007.
- (b)
- (3) 364-Day Senior Bridge Loan Agreement (Healthcare Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Covidien International Finance S.A., Covidien, Ltd., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007.
- (d)
- (1) Indenture, dated January 13, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A., incorporated by reference to Tyco's quarterly report on Form 10-Q for the quarter ended December 31, 2002.
- (g)
- Not applicable.
- (h)
- Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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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.
TYCO INTERNATIONAL LTD. | |||
By: | /s/ CHRISTOPHER J. COUGHLIN | ||
Name: Christopher J. Coughlin Title: Executive Vice President and Chief Financial Officer | |||
TYCO INTERNATIONAL GROUP S.A. | |||
By: | /s/ MICHAELANGELO STEFANI | ||
Name: Michaelangelo Stefani Title: Managing Director |
Dated: April 27, 2007
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Exhibit No. | Description | |
---|---|---|
(a)(1)(i) | Offer to Purchase, dated April 27, 2007. | |
(a)(1)(ii) | Consent and Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |
(a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(1)(iv) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. | |
(a)(5)(i) | Press Release, dated April 27, 2007. | |
(b)(1) | 364-Day Senior Bridge Loan Agreement (Electronics Businesses), dated April 25, 2007, among Tyco International Group S.A., Tyco International Ltd., Tyco Electronics Group S.A., Tyco Electronics Ltd., the lenders party thereto and Bank of America, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007. | |
(b)(2) | 364-Day Senior Bridge Loan Agreement (Fire & Safety and Engineered Products Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Tyco International Finance S.A., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007. | |
(b)(3) | 364-Day Senior Bridge Loan Agreement (Healthcare Businesses), dated April 25, 2007, by and among Tyco International Group S.A., Tyco International Ltd., Covidien International Finance S.A., Covidien, Ltd., the lenders party thereto and Citibank, N.A., as Administrative Agent, incorporated by reference to Tyco's current report on Form 8-K filed on April 26, 2007. | |
(d)(1) | Indenture, dated January 13, 2003, by and among Tyco International Group S.A., Tyco International Ltd. and U.S. Bank, N.A., incorporated by reference to Tyco's quarterly report on Form 10-Q for the quarter ended December 31, 2002. |
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INTRODUCTORY STATEMENT
SIGNATURE
EXHIBIT INDEX