8-KOther EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Aug 8, 2016)

Filed August 8, 2016For Securities:JCI

Summary

Johnson Controls International plc (JCI), through its filing of an 8-K on August 8, 2016, announced a temporary trading suspension, commonly known as a "blackout period," affecting directors and officers of Tyco International plc (Tyco) in connection with the proposed merger between Tyco and Johnson Controls. This suspension is mandated by Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR, triggered when a significant portion (at least 50%) of participants in individual account plans experience trading suspensions. The blackout is necessary due to administrative actions related to the merger, specifically a share consolidation, impacting participants in the Tyco International Retirement Savings and Investment Plan. This temporary restriction is crucial for investors to understand as it signifies an active and progressing merger between Tyco and Johnson Controls. While the blackout directly affects Tyco's insiders, it signals a significant corporate event that could influence the future value and structure of the combined entity. Investors should note that the blackout period is anticipated to commence on September 1, 2016, and conclude by September 9, 2016, during which time insiders will be restricted from most transactions involving Tyco Shares.

Key Highlights

  • 1Tyco International plc is implementing a temporary trading blackout for its directors and officers.
  • 2The blackout is a result of the pending merger between Tyco and Johnson Controls, Inc.
  • 3This restriction is a compliance measure under Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.
  • 4The blackout will affect participants in the Tyco International Retirement Savings and Investment Plan regarding their holdings of Tyco Shares.
  • 5The trading suspension is expected to last approximately four to six business days.
  • 6The anticipated start date for the blackout is September 1, 2016, with an expected end date no later than September 9, 2016.

Frequently Asked Questions

This 8-K filing by Johnson Controls International plc (JCI) is primarily to provide notice regarding a temporary trading suspension (blackout period) imposed on Tyco International plc's directors and officers. This action is a necessary step in connection with the proposed merger between Tyco and Johnson Controls.

The trading suspension, or blackout period, specifically affects directors and officers of Tyco International plc who are subject to Section 16 of the Securities Exchange Act of 1934. It also impacts participants in the Tyco International Retirement Savings and Investment Plan with respect to Tyco Shares held within the plan.

The suspension is required by federal law (Sarbanes-Oxley Act of 2002 and Regulation BTR) when a blackout period is imposed on a significant portion of participants in an issuer's individual account plans. In this case, the blackout is necessary to facilitate administrative actions related to the merger, including a share consolidation, and to comply with regulatory requirements.

The blackout period is anticipated to begin on September 1, 2016, and is expected to end no later than September 9, 2016. This duration is estimated to be approximately four to six consecutive business days.