Tyco offers $6.6bn debt buy back
(Bloomberg) — Bermuda-registered Tyco International has offered to buy back $6.6 billion in debt as part of its plan to spit into three companies, or about $95 million less than what the indentures governing the bonds say investors should get.The owner of ADT security systems and maker of health-care and electronics products wants to repurchase bonds maturing from 2007 to 2029 at yields of as much as 60 basis points, or 0.6 percentage point, more than Treasuries, Tyco said today in a statement today.
The company is also offering a three percent early payment premium, or $195 million, if bondholders agree to tender their debt by May 10.
Contracts governing the sale of the bonds call for holders to be paid a yield premium if as much as 25 basis points on its longest maturities, or about $542 million over face value. Bondholders had already hired New York lawyer Andrew Rosenberg to negotiate with the company in advance of the offer.
"This will be test of bondholders' ability and willingness to organise on spinoffs," said Glenn Reynolds, chief executive officer of independent research firm CreditSights in New York, in an e-mail.
"And it will send a message to other issuers with a few tricks up their sleeve."
Tyco spokeswoman Sheri Woodruff declined to comment. Though Tyco is based in Bermuda, it is run from West Windsor, New Jersey.
Tyco's biggest bondholders include New York-based American International Group, Prudential Financial in Newark, New Jersey, Western Asset Management of Pasadena, California, and Hartford Investment Management in Hartford.
Rosenberg got Blackstone Group LP to pay investors almost $225 million more than face value for the bonds of Equity Office Properties Trust earlier this year when it bought the company.
Rosenberg, who works for Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York, said in an interview last month that Tyco should get the consent of a majority of bondholders before proceeding with a break-up that will strip "substantially all" of the assets backing their holdings. Rosenberg did not immediately return telephone or e-mail messages.
The company has about $10 billion in bonds, with about 70 percent due in the next six years. Its 2029 bonds trades at about 117.5 cents on the dollar, about five cents short of the so-called "make-whole" amount called for in the lending contracts if the bonds are tendered, data compiled by Bloomberg show. Bigger premiums imply lower prices.
Bondholders would receive about $750 million above face value for their securities if the contracts are followed, according to data compiled by Bloomberg. Most of that premium, or about $307 million, will go to holders of $1.3 billion in debentures due in 2028 and 2029, according to Bloomberg data.
Tyco also offered to purchase $750 million of 3.125 percent convertible notes at 45.9821 times the weighted average stock price on May 22 plus $62.50. The company said that it would issue a statement on April 30 about its offer to purchase about $1.8 billion in euro- and sterling-denominated debt.
Bondholders fear a repeat of the Equity Office situation, where that company and Blackstone devised a tender offer that lumped holders of all the debt securities into one group.
That reduced the ability of investors to reject the terms if they were offered a worse price than owners of other bonds. In most tenders, investors in each series of debt vote on the offer for their individual bonds.
With the help of Rosenberg, a majority of Equity Office's bondholders stood up for the minority, rejecting two offers to ensure that all investors were treated equally.
