8-KShareholder MattersExhibits & Filings

Johnson Controls International plc 8-K Report, Rights Modification (Feb 22, 2006)

Filed February 22, 2006For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (the registrant, not Johnson Controls International plc as initially stated in the prompt, which seems to be a confusion point in the provided text) on February 21, 2006, announces a material modification to the rights of security holders. Specifically, the company is exercising its right to redeem all outstanding Series A 2.75 percent Convertible Senior Debentures due 2018, issued by its subsidiary Tyco International Group S.A. (TIGSA). The redemption will occur on March 8, 2006, at a price of 101.1 percent of the principal amount outstanding, plus accrued interest. The total principal amount outstanding, along with accrued interest, is approximately $1.26 billion. Holders have the option to convert their debentures into Tyco Common Shares (43.892 shares per $1,000 principal amount) prior to redemption, but any unconverted debentures will be redeemed solely with cash.

Key Highlights

  • 1Tyco International Ltd. is initiating the redemption of its Series A 2.75% Convertible Senior Debentures due 2018.
  • 2The redemption is scheduled to take place on March 8, 2006.
  • 3Debenture holders will receive 101.1% of the principal amount outstanding, plus accrued interest, as the redemption price.
  • 4The total estimated redemption value, including accrued interest, is approximately $1.26 billion.
  • 5The debentures are convertible into Tyco Common Shares at a rate of 43.892 shares per $1,000 principal amount, subject to conditions.
  • 6Any debentures not converted by the redemption date will be redeemed in cash.

Frequently Asked Questions

The primary purpose of this 8-K filing is to notify security holders that Tyco International Ltd., through its subsidiary TIGSA, is exercising its right to redeem all outstanding Series A 2.75 percent Convertible Senior Debentures due 2018.

The redemption price is 101.1 percent of the principal amount outstanding, plus any interest accrued up to the redemption date of March 8, 2006.

The aggregate current principal amount of the Series A Convertible Debentures plus accrued interest through March 8, 2006, is approximately $1.26 billion.

Yes, holders of the Series A Convertible Debentures have the option to convert their debentures into Tyco Common Shares at a rate of 43.892 shares per $1,000 principal amount, subject to certain conditions, prior to the redemption date. Unconverted debentures will be redeemed with cash.