United States securities and exchange commission logo
September 19, 2022
Andrew J. Pitts
Partner
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Re: ADT Inc.
Schedule TO-I
Filed September 12,
2022
File No. 005-90825
Dear Mr. Pitts:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Offer to Purchase
General
1. We note that the Offer
is being made for what appear to be two separate classes of stock,
the Common Stock and
the Class B Common Stock. The elective combining of multiple
classes of shares into
a single class by the Company, however, is inconsistent with the
framework and
disclosure requirements of Rule 13e-4 of the Exchange Act and
Regulations 14D and
14E. The federal securities law requirements regulating tender
offers apply on a
class-by-class basis. It is also unclear why the Offer is being made at all
for Class B Common
Stock, which, in any event, will not be tendered into the Offer,
according to the
disclosure. Please advise and/or revise.
Important, page ii
2. We note the following
statement: "If, after a good faith effort, we cannot comply with the
applicable law, the
Offer will not be made to, nor will tenders be accepted from or on
Andrew J. Pitts
FirstName LastNameAndrew J. Pitts
Cravath, Swaine & Moore LLP
Comapany 19,
September NameCravath,
2022 Swaine & Moore LLP
September
Page 2 19, 2022 Page 2
FirstName LastName
behalf of, the holders of shares residing in that jurisdiction." While
offer materials need
not be disseminated into jurisdictions where such a distribution would
be impermissible,
please remove the implication that tendered shares will not be
accepted from all
shareholders. See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1
of Exchange Act
Release No. 34-58597 (September 19, 2008). Please also make any
conforming changes
to similar statements in the Offer to Purchase and in any exhibits to
the Schedule TO.
Summary Term Sheet, page 1
3. We note the disclosure on page 3 that states, "The maximum aggregate
purchase price of
Shares repurchased in the Offer will be $1.2 billion." Please remove
the reference to
"maximum" or otherwise clarify, as the $1.2 billion figure is not only
a maximum but
appears to be the settled aggregate purchase price, period.
4. At the top of page 6, we note the following statement: "Shares of
Class B Common Stock
that we acquire in the Offer will be canceled, retired and eliminated
from the shares of
capital stock that the Company is authorized to issue under its
articles of incorporation."
Such statement is confusing in light of the sentence that follows: "No
shares of Class B
Common Stock will be purchased in the Offer as a result of the Google
Commitment."
We note the same disclosure on page 17. Please advise and/or revise.
5. On page 6, in response to the question, "What happens if more than
133,333,333 Shares
are tendered?," please disclose that, given the intention of Apollo to
tender all of its
608,927,824 shares, the Offer is expected to be not only fully
subscribed, but in fact
significantly oversubscribed, which will have a very significant
impact on proration.
Conditions of the Offer, page 26
6. We note the following statement: "The conditions referred to above are
for our sole
benefit and may be asserted by us regardless of the circumstances
giving rise to any
condition, and may be waived by us, in whole or in part, at any time
and from time to
time... Our failure at any time to exercise any of the foregoing
rights will not be deemed a
waiver of any right, and each such right will be deemed an ongoing
right that may be
asserted at any time prior to the Expiration Time." This language
suggests that if a
condition is "triggered" and the Company fails to assert the
condition, it will not lose the
right to assert the condition at a later time. Please note that when a
condition is triggered
and the offeror wishes to proceed with the offer anyway, we believe
that this decision
constitutes a waiver of the triggered condition(s). Depending on the
materiality of the
waived condition and the number of days remaining in the offer, the
offeror may be
required to extend the offer and circulate new disclosure to security
holders. Please
confirm the Company's understanding in your response letter. In
addition, when an offer
condition is triggered by events that occur during the offer period
and before the
expiration of the offer, the offeror should inform holders how it
intends to proceed
immediately, rather than waiting until the end of the offer period,
unless the condition is
one where satisfaction of the condition may be determined only upon
expiration. Please
Andrew J. Pitts
Cravath, Swaine & Moore LLP
September 19, 2022
Page 3
confirm the Company's understanding in your response letter.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at 202-551-7576 or David
Plattner at 202-
551-8094.
FirstName LastNameAndrew J. Pitts Sincerely,
Comapany NameCravath, Swaine & Moore LLP
Division of
Corporation Finance
September 19, 2022 Page 3 Office of Mergers &
Acquisitions
FirstName LastName