8-KRegulation FDExhibits & Filings

Johnson Controls International plc 8-K Report, Regulation FD Disclosure (Jul 12, 2012)

Filed July 12, 2012For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (not Johnson Controls International plc as initially requested, but Tyco International Ltd. based on the provided text) reports on the results of its previously announced tender offers for various series of its outstanding notes. The company announced the total consideration for notes eligible for purchase in both an "Any and All Offer" and a "Maximum Tender Offer." The filing details the aggregate principal amount of notes validly tendered and not withdrawn for both offer types, indicating significant participation from noteholders. This information is crucial for investors to understand the company's debt management activities and its capital structure adjustments. Investors should pay close attention to the substantial amounts of debt being tendered, which could signal a proactive approach by Tyco to manage its outstanding debt obligations, potentially refinancing at more favorable terms or reducing overall debt. The specific amounts tendered for each offer type provide insight into which debt maturities were most attractive to noteholders for early redemption. The filing also directs investors to the offer documents for complete terms and conditions, emphasizing the importance of due diligence for any participating noteholders.

Key Highlights

  • 1Tyco International Ltd. announced results for its cash tender offers on July 12, 2012.
  • 2The "Any and All Offer" saw US$1,249,071,000 in aggregate principal amount of notes validly tendered and not withdrawn.
  • 3The "Maximum Tender Offer" received US$907,583,000 in aggregate principal amount of notes validly tendered and not withdrawn prior to the Early Tender Date.
  • 4The tender offers cover multiple series of notes with varying maturity dates (2013, 2014, 2015, 2018, 2019, 2021, 2023).
  • 5The company issued press releases on July 11, 2012 (Pricing Press Release) and July 12, 2012 (Results Press Release), which are furnished as exhibits.
  • 6This filing is primarily a Regulation FD disclosure regarding the tender offer results.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly announce the results of Tyco International Ltd.'s tender offers for its outstanding notes, including the aggregate principal amount of notes tendered. This is done to comply with Regulation FD and inform investors of significant debt management activities.

The tender offers involved several series of Tyco International Ltd.'s and its subsidiary Tyco International Finance S.A.'s notes, including 6.000% Notes due 2013, 4.125% Notes due 2014, 8.500% Notes due 2019, 7.000% Notes due 2019, 6.875% Notes due 2021, 3.750% Notes due 2018, 4.625% Notes due 2023, and 3.375% Notes due 2015.

Through the "Any and All Offer," Tyco repurchased US$1,249,071,000 in aggregate principal amount of notes. Through the "Maximum Tender Offer," US$907,583,000 in aggregate principal amount of notes were tendered prior to the early tender date.

Investors can find more detailed information about the terms and conditions of the tender offers in the "Offer to Purchase" and related "Letter of Transmittal," which were dated June 27, 2012. These documents, along with the press releases furnished as exhibits to this 8-K, provide comprehensive details.