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

The primary purpose of this 8-K filing is to announce the official completion of the merger between Johnson Controls, Inc. and Tyco International plc. It details the effective date of the merger, the renaming of the combined entity, and the commencement of trading under a new ticker symbol.

How were Johnson Controls, Inc. (JCI) shareholders treated in the merger?

JCI shareholders received a combination of cash and new Johnson Controls International plc ordinary shares. Specifically, for each share of JCI common stock, they were entitled to receive $5.7293 in cash and 0.8357 Company ordinary shares, unless they had elected to receive the full cash consideration of $34.88 per share, which was undersubscribed. In aggregate, JCI shareholders received approximately $3.864 billion in cash.

What is the new company name and ticker symbol?

The combined entity is now named Johnson Controls International plc. Its ordinary shares will begin trading under the ticker symbol "JCI" on the New York Stock Exchange, effective September 6, 2016.

Has there been a significant change in leadership or the Board of Directors?

Yes, the filing outlines significant changes. Upon the merger's effectiveness, several directors resigned, and new directors were appointed to the combined company's board. Key executive appointments include Alex A. Molinaroli as Chairman and CEO, and George R. Oliver as President and COO, reflecting the integration of leadership from both former companies.

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

Summary

This 8-K filing from Johnson Controls International plc (JCI) on September 6, 2016, announces the official completion of the merger between Johnson Controls, Inc. and Tyco International plc. The transaction, effective September 2, 2016, resulted in Tyco changing its name to Johnson Controls International plc, and its ordinary shares began trading under the new ticker symbol "JCI" on September 6, 2016. This marks a significant integration event for the two companies, creating a new entity with a combined market presence in building and industrial technologies. Investors should note the new corporate structure and the resulting ownership percentages of former JCI and Tyco shareholders. The filing also details the financial aspects of the merger, including the termination of existing credit agreements by both former entities and the assumption of a new $4.0 billion Term Loan Credit Agreement by a Tyco subsidiary to finance the cash portion of the transaction. Significant changes in the board of directors and executive management are also outlined, reflecting the combined nature of the new company. Investors should pay close attention to the leadership transitions and the impact on the company's strategic direction.

Key Highlights

1Completion of the merger between Johnson Controls, Inc. and Tyco International plc, effective September 2, 2016.
2Tyco International plc has been renamed Johnson Controls International plc.
3The Company's ordinary shares will trade under the new ticker symbol "JCI" effective September 6, 2016.
4JCI shareholders received a mix of cash ($3.864 billion aggregate) and new JCI ordinary shares for their JCI common stock.
5A new $4.0 billion Term Loan Credit Agreement was entered into by a subsidiary to finance the cash consideration for the merger.
6Significant changes in the Board of Directors and executive management team, with former Tyco CEO George R. Oliver appointed President and COO and former JCI CEO Alex A. Molinaroli appointed CEO and Chairman.
7Existing credit agreements of both former JCI and Tyco were terminated in connection with the merger.

Frequently Asked Questions

View Original SEC Filing

Filing Details

Filing Type: 8-K Current Report
Filing Date: September 6, 2016
Category: Leadership Changes, Acquisitions & Dispositions, Material Agreements, Financial Events, Shareholder Matters, Corporate Changes, Other Events, Exhibits & Filings

Items Covered

1.02Termination of a Material Definitive Agreement
2.01Completion of Acquisition or Disposition of Assets
2.03Creation of a Direct Financial Obligation
3.03Material Modification to Rights of Security Holders
5.01Changes in Control of Registrant
5.02Departure/Appointment of Directors or Principal Officers
5.03Amendments to Articles of Incorporation or Bylaws
8.01Other Events
9.01Financial Statements and Exhibits

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Johnson Controls International plc 8-K Report, Agreement Terminated (Sep 6, 2016)