8-KMaterial AgreementsFinancial EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Material Agreement (Apr 27, 2007)

Filed April 27, 2007For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (though the filing mistakenly lists Johnson Controls International plc as the registrant, the content clearly pertains to Tyco International Ltd.) on April 26, 2007, details significant financing arrangements entered into on April 25, 2007. These include three bridge loan facilities totaling $10 billion and three revolving credit facilities initially totaling $2.5 billion, set to increase to $4.25 billion upon the anticipated separation of Covidien and Tyco Electronics. The primary purpose of these facilities is to support Tyco's planned spin-off into three independent companies, by funding tender offers for outstanding public debt and providing working capital for the ongoing operations of the separate entities. Investors should note that these facilities are directly linked to the strategic restructuring of Tyco. The bridge loans are intended to facilitate the retirement of existing debt in conjunction with the spin-off, while the revolving credit facilities will provide essential liquidity for the new independent companies. The financing structure indicates a substantial undertaking to de-lever and re-organize the company's capital structure to align with its future independent operational strategies.

Key Highlights

  • 1Tyco International Ltd. secured $10 billion in bridge loan facilities to finance its planned separation into three independent companies.
  • 2Three revolving credit facilities totaling $2.5 billion were also established, with a commitment increasing to $4.25 billion post-separation.
  • 3The bridge loans will be used to fund tender offers for substantially all of Tyco's outstanding public debt and Euro/Pound Sterling denominated debt.
  • 4The revolving credit facilities are intended for working capital, capital expenditures, and other corporate purposes for the new entities.
  • 5Upon separation, Covidien and Tyco Electronics will assume obligations for specific portions of the revolving credit facilities.
  • 6The bridge loan facilities have a maturity date of April 23, 2008, or earlier under certain conditions related to debt repayment or commitment termination.
  • 7The revolving credit facilities are scheduled to terminate on April 25, 2012, with an earlier termination date if the separation is not completed by April 23, 2008.

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