Tyco Prices Debenture Sale

PEMBROKE, Bermuda -- Tyco International Ltd. (NYSE - TYC, BSX - TYC, LSE - TYI) today announced that it has agreed to privately place $2.5 billion principal amount of 2.75% Series A Convertible Senior Debentures due 2018 and $1.25 billion principal amount of 3.125% Series B Convertible Senior Debentures due 2023 through its wholly-owned subsidiary, Tyco International Group S.A. The placement of the debentures is expected to close on January 13, 2003. Tyco intends to use the net proceeds to repay debt and for general corporate purposes. The initial purchasers of the debentures will also have a 30-day option to purchase up to 20% of additional debentures, which, if exercised, would give Tyco additional net proceeds. The Series A debentures will be convertible at a conversion price of $22.7832 per share and the Series B debentures will be convertible at a conversion price of $21.7476 per share. The debentures are fully and unconditionally guaranteed by Tyco. Holders of the Series A debentures can require their repurchase at five and ten years after issuance. Holders of the Series B debentures can require their repurchase at twelve years after issuance. The Series A debentures may not be redeemed by the issuer during the first three years following issuance, and the Series B debentures may not be redeemed by the issuer during the first five years following issuance. The debentures will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The debentures will not be registered under the Securities Act. Unless so registered, the debentures may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.Tyco International Ltd.