What is the primary purpose of this 8-K filing?

This 8-K filing announces the completion of Tyco International Ltd.'s spin-off of its flow control business into Pentair Ltd. and its security business into The ADT Corporation. It also details the material agreements governing these separations and the tax responsibilities among the three entities.

How were shareholders affected by these distributions?

Tyco shareholders received a special dividend consisting of shares in both Pentair and ADT. Specifically, shareholders received one share of ADT for every two shares of Tyco held, and approximately 0.24 shares of Pentair for every Tyco share held, as of the record date.

What are the key terms of the Tax Sharing Agreement?

The Tax Sharing Agreement governs how pre-distribution tax liabilities and benefits are allocated among Tyco, Pentair, and ADT. Tyco is responsible for the first $500 million of shared tax liabilities, with subsequent shared liabilities allocated based on specific percentages among the three companies. It also outlines responsibilities for taxes arising from the spin-off itself if it's deemed taxable due to actions of any of the entities.

What is the significance of the Trademark Agreement?

The Trademark Agreement defines the rights and ownership of the 'ADT Brand' between Tyco and ADT. ADT received exclusive ownership of the ADT Brand in the US and Canada, while Tyco retained rights in other parts of the world. This agreement also covers domain name registration and the use of the brand on digital platforms.

JCI 8-K: Leadership Changes, Acquisitions & Dispositions & More

Summary

This 8-K filing from Tyco International Ltd. (which is the registrant, not Johnson Controls International plc as initially stated) details the completion of its previously announced spin-off of two distinct entities: Pentair Ltd. (focusing on flow control) and The ADT Corporation (residential and small business security). These distributions, completed on September 28, 2012, involved Tyco shareholders receiving shares of both Pentair and ADT. The filing also outlines the critical agreements governing these separations, including the Amended and Restated Separation and Distribution Agreement for Pentair, the Separation and Distribution Agreement for ADT, a Tax Sharing Agreement, a Non-Income Tax Sharing Agreement, and a Trademark Agreement. These agreements address the allocation of assets, liabilities, employee benefits, and tax responsibilities between the three resulting entities. Notably, Tyco retains primary responsibility for certain pre-distribution tax liabilities, with specific sharing arrangements for shared liabilities above a certain threshold.

Key Highlights

1Tyco International Ltd. completed the spin-off of its flow control business into Pentair Ltd. and its security business into The ADT Corporation on September 28, 2012.
2Tyco shareholders received shares of both Pentair and ADT as a special dividend proportional to their Tyco holdings.
3Key agreements, including separation, tax sharing (income and non-income), and trademark agreements, were executed to govern the post-spin-off relationships.
4The Tax Sharing Agreement details the allocation of pre-distribution tax liabilities, with Tyco bearing the initial $500 million and shared responsibility thereafter based on defined percentages.
5The Trademark Agreement grants ADT exclusive worldwide ownership of the ADT Brand in the US and Canada, while Tyco retains rights elsewhere, with specific terms for use and registration.
6Several senior executives, including the CEO and CFO, resigned from Tyco following the completion of the distributions.
7Tyco's shareholders adopted the 2012 Stock and Incentive Plan on September 17, 2012.

Johnson Controls International plc 8-K Report, Material Agreement (Oct 1, 2012)

Summary

Key Highlights

Frequently Asked Questions