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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

 FirstName LastNameAndrew J. Pitts
 Comapany NameCravath, Swaine & Moore LLP
 September 19, 2022 Page 2
 FirstName LastNameAndrew J. Pitts
Cravath, Swaine & Moore LLP
September 19, 2022
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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

 FirstName LastNameAndrew J. Pitts
 Comapany NameCravath, Swaine & Moore LLP
 September 19, 2022 Page 3
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions