Form S-1 · Tycom Ltd

TyCom

Priced July 27, 2000 · $32.00 a share · Original on SEC EDGAR · PDF

Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our common shares. We urge you to read this entire prospectus carefully, including the "Risk Factors" section and the consolidated financial statements and the notes to those statements.

Who We Are

TyCom Ltd. is the world's leading independent, fully integrated, turnkey supplier of undersea fiber optic networks and services. We have designed, engineered, manufactured and installed over 350,000 kilometers of undersea cable, more than any other supplier, and have played a leading role in the design and construction of most of the world's undersea cable networks. The foundation of our industry leadership is the technological accomplishments of the internationally recognized TyCom Laboratories, which has its origins in Bell Labs. In each of the last nine years, TyCom Laboratories has set new records in the laboratory environment by increasing the bandwidth capacity of fiber optic transmission over transoceanic distances. Today, our research and development efforts are focused on delivering optical solutions to enhance the flexibility, scalability and competitiveness of our undersea fiber optic systems.

The TyCom Global Network We plan to apply our proven strengths and expertise to become a leading carrier's carrier and the first undersea telecommunications fiber optic network owner-supplier. We intend to design, manufacture, install, own, sell capacity on, operate and maintain what we believe will be the world's longest, most extensive and most technologically advanced global undersea telecommunications fiber optic network--the TyCom Global Network. We are launching the TyCom Global Network to satisfy the increasing demand for undersea fiber optic connectivity driven by the growth of the Internet and the expansion of wireless and other bandwidth-intensive applications. Recent research by Ovum projects that transatlantic traffic volume will increase at a compound annual growth rate of approximately 102% from 2000 through 2005 and that transpacific traffic volume will increase at a compound annual growth rate of approximately 100% over the same period. We plan to deploy the TyCom Global Network in a number of phases over the next ten years. Ultimately, we expect our network will span approximately 250,000 kilometers, serve all six inhabited continents and link to terrestrial telecommunications systems that reach most of the world's population. Given our technology leadership and our experience in the supply and maintenance of undersea systems, we believe we are uniquely positioned to meet this rapidly accelerating demand for bandwidth.

Our Strategy

Our goal is to become the leading worldwide supplier of undersea fiber optic bandwidth capacity. The principal elements of our business strategy will be to:

. Deploy the World's Most Extensive and Technologically Advanced Global Undersea Fiber Optic Network. Each segment of the TyCom Global Network will utilize our leading edge proprietary technology. This technology includes our undersea cable and optical amplifiers and our sophisticated fiber optic and electronic transmission equipment. Each segment is designed to permit rapid expansion of bandwidth capacity through on- demand capacity upgrades at our land-based cable stations. We plan to deploy first on the high volume East/West traffic routes of the Atlantic and the Pacific where anticipated demand for bandwidth is the greatest.

. Transform TyCom into a Leading Seller of Undersea Bandwidth Capacity. We intend to leverage our core competencies and competitive advantages to become a leading provider of upgradable undersea bandwidth capacity and reliable international connectivity. We expect that our customers will be traditional and emerging carriers and new bandwidth service providers seeking to connect to geographically diverse terrestrial networks. We are actively expanding our existing sales and marketing organization to focus on sales of bandwidth capacity on the TyCom Global Network. Our strategy is to position ourselves as a neutral owner-supplier of undersea fiber optic bandwidth capacity by not competing with our customers for retail end-users.

. Maintain and Leverage Our Technological Leadership. We intend to continue to develop and leverage our next generation fiber optic system and related technologies. Our plan is to further invest in TyCom Laboratories to foster applied research advancements in network capacity, transmission speeds and network optimization. Our goal is to be first-to-market with cost-effective integrated optical solutions, as well as to explore how our leading edge proprietary undersea fiber optic technology might be utilized in terrestrial networks and other commercial applications.

. Develop a Broad Range of Products and Services in Collaboration with Our Customers. We intend to capitalize on the expanding demand for new telecommunications services by developing managed bandwidth and selected Internet protocol products and services. This will enable us to meet our customers' evolving needs and to provide them with the flexibility to buy services from us rather than build these capabilities themselves.

. Continue to Serve Our Existing Customers. We remain dedicated to meeting the needs of our existing customers by completing our backlog, which stood at approximately $3.2 billion as of December 31, 1999. Consistent with our commitment to maintain our supplier role in the marketplace, we also intend to reserve design, manufacturing, installation and maintenance capacity to enable us to continue to offer a portion of our overall capacity to existing or new systems customers, but on a more limited basis than in the past.

Our Competitive Advantages . Leadership in the Development of the Latest Technology. We are engineering and constructing the TyCom Global Network using the most advanced fiber optic technology developed by TyCom Laboratories. We expect to capitalize upon future technological breakthroughs in our continuous effort to increase transmission capacity and improve signal quality over greater distances. We believe that our experience in rapidly deploying and periodically upgrading this technology will give the TyCom Global Network significant capacity, quality, reliability and time-to- market advantages over existing systems.

. Unique, Fully Integrated Systems Owner-Supplier. We have the ability to supply complete turnkey undersea fiber optic systems, including design, manufacture, installation, operation and maintenance. We have also demonstrated our ability to sell undersea bandwidth capacity. Because we have greater control than our competition over the range of activities necessary to design, manufacture, deploy and service advanced undersea fiber optic cable systems, we have been able to supply our systems customers faster, more reliably and more cost-effectively than our competitors.

. Proven Ability to Execute. Accelerating bandwidth demand provides opportunities to system owners who can capitalize on rapid deployment. Our continued drive to reduce fiber optic cable system delivery time has made us an industry leader. We reduced our systems delivery time from approximately 24 months in 1997 to approximately 12 to 18 months today. During 1999, we completed eight separate undersea fiber optic cable systems which comprised over 44,000 kilometers of cable, reaching 26 landing points in 22 countries. In addition, in less than one year, we sold capacity on the Atlantic Crossing-1 system valued in excess of $300 million to a variety of traditional and emerging carriers.

. Strong Management Team and Customer Relationships. Our management team has successfully engineered a significant improvement of our submarine systems business since its acquisition from AT&T in 1997, increasing annual revenues from approximately $950 million to over $1.6 billion and backlog from approximately $300 million to over $3.2 billion. Our management's performance and industry reputation has provided them access to the top executives of the world's major telecommunications carriers to which we intend to offer bandwidth capacity on the TyCom Global Network.

Our principal executive offices are located at The Zurich Centre, Second Floor, Suite 201, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and our telephone number is (441) 298-9770.

The Offering

Common shares offered............. shares Common shares outstanding after this offering.................... shares(1) Voting rights..................... One vote per share Use of proceeds................... We estimate that our net proceeds from the offering will be approximately $ . We intend to use approximately $ of the net proceeds for the deployment of the first phase of our own worldwide undersea fiber optic cable system, the TyCom Global Network, and the remainder to pay a dividend to TGN Holdings Ltd.

Dividend policy................... We do not intend to pay dividends on our common shares in the foreseeable future. We plan to retain any earnings for use in the operation of our business and to fund future growth.

Proposed New York Stock Exchange symbol........................... TCM Proposed Bermuda Stock Exchange symbol........................... TCM

(1) Excludes    common shares which are reserved for issuance under our share
    option plans. Options to purchase    common shares under our share option
    plan were outstanding or had been approved for grant at      , 2000.
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