8-KMaterial AgreementsFinancial EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Material Agreement (Oct 5, 2009)

Filed October 5, 2009For Securities:JCI

Summary

This 8-K filing by Tyco International Ltd. (though filed under Johnson Controls International plc due to a potential entity name confusion in the prompt, the filing is for Tyco International Ltd.) reports on the entry into a material definitive agreement concerning a debt issuance. Specifically, Tyco International Finance S.A. (TIFSA), a wholly-owned subsidiary, entered into an underwriting agreement to sell $500 million in aggregate principal amount of 4.125% Notes due 2014. The offering closed on October 5, 2009, with net proceeds approximating $495.0 million after deducting underwriter discounts and estimated expenses. These proceeds are earmarked for general corporate purposes, including debt repayment, acquisitions, working capital, share repurchases, capital expenditures, and subsidiary investments. The notes are senior unsecured obligations of TIFSA, fully guaranteed by Tyco International Ltd., and rank equally with other senior debt. The filing details the interest rate, payment schedule, redemption provisions, and a change of control provision that allows noteholders to require repurchase under specific circumstances.

Key Highlights

  • 1Tyco International Finance S.A. (TIFSA) issued $500 million of 4.125% Senior Unsecured Notes due 2014.
  • 2The net proceeds from the offering are approximately $495.0 million after expenses.
  • 3Proceeds will be used for general corporate purposes, including debt reduction, acquisitions, and working capital.
  • 4The Notes are fully and unconditionally guaranteed by the parent company, Tyco International Ltd.
  • 5The Notes bear interest at 4.125% per annum, payable semi-annually.
  • 6The Notes are redeemable at TIFSA's option, subject to certain conditions including a make-whole provision.
  • 7A change of control triggering event gives noteholders the right to require TIFSA to repurchase the notes at 101% of the principal amount.

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