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.

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