8-KMaterial AgreementsFinancial EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Material Agreement (May 5, 2010)

Filed May 5, 2010For Securities:JCI

Summary

Tyco International Ltd. (the "Company") filed an 8-K on May 5, 2010, reporting the completion of a registered offering of $500 million in aggregate principal amount of 3.375% Senior Unsecured Notes due 2015, issued by its wholly-owned subsidiary, Tyco International Finance S.A. (TIFSA). These notes are fully and unconditionally guaranteed by the parent company, Tyco International Ltd., on a senior unsecured basis. This transaction represents a material definitive agreement and the creation of a direct financial obligation for the Company. The issuance of these notes is a significant financing event for Tyco. The proceeds are expected to bolster the company's liquidity and potentially be used for general corporate purposes or to manage its debt structure. Investors should note the specific terms related to interest payments, redemption options for the issuer, and a change of control provision that grants noteholders the right to require TIFSA to purchase their notes at a premium under certain circumstances.

Key Highlights

  • 1Tyco International Ltd. completed a $500 million offering of 3.375% Senior Unsecured Notes due 2015.
  • 2The notes were issued by Tyco International Finance S.A. (TIFSA), a wholly-owned subsidiary.
  • 3Tyco International Ltd. provided a full and unconditional senior unsecured guarantee for the notes.
  • 4The notes are governed by an Indenture, supplemented by a Third Supplemental Indenture dated May 5, 2010.
  • 5Interest on the notes is payable semi-annually at 3.375% per year.
  • 6TIFSA has the option to redeem the notes at a redemption price equal to the greater of principal amount or a make-whole price, plus accrued interest.
  • 7A change of control triggering event provides noteholders with the right to require TIFSA to purchase their notes at 101% of the principal amount, plus accrued interest, if TIFSA does not exercise its redemption right.

Frequently Asked Questions

This 8-K filing announces the completion of a material definitive agreement related to the issuance of $500 million in Senior Unsecured Notes by Tyco International Finance S.A., guaranteed by Tyco International Ltd. It serves to inform investors about this significant financing activity and its terms.

The notes mature in 2015 and carry a fixed interest rate of 3.375% per year, payable semi-annually. They are senior unsecured obligations of TIFSA, guaranteed by Tyco International Ltd. The notes can be redeemed by TIFSA under certain conditions, including a 'make-whole' provision or upon certain tax changes. A change of control event triggers a put option for noteholders.

The full and unconditional senior unsecured guarantee from Tyco International Ltd. means that the parent company is directly liable for the payment of principal and interest on these notes if TIFSA fails to do so. This enhances the creditworthiness of the notes from an investor's perspective.

If a change of control triggering event occurs (as defined in the Supplemental Indenture), and TIFSA does not redeem the notes, noteholders have the right to sell their notes back to TIFSA at 101% of the principal amount, plus any accrued and unpaid interest. This provides protection to noteholders in the event of a significant change in ownership or control of the company.