Tyco International Ltd. (TYC) filed a Form 8K - Entry Into a
Definitive Agreement - with the U.S Securities and Exchange
Commission on November 17, 2014.
Credit Agreement
In connection with the Merger, Tyco Ireland entered into an
Assumption and Accession Agreement, dated as of November 17, 2014
(the "Accession Agreement"), to acknowledge that, effective upon
the Merger, Tyco Ireland (a) assumed all obligations of Tyco
Switzerland under the Five Year Senior Unsecured Credit Agreement
dated as of June 22, 2012, among Tyco International Finance S.A., a
Luxembourg public limited company ("TIFSA"), Tyco Switzerland, the
lenders party thereto and Citibank, N.A., as administrative agent,
as amended (the "Credit Agreement"), and (b) agreed to perform all
of the obligations of the guarantor under the Credit Agreement.
The foregoing is only a summary of the terms of the Accession
Agreement and is qualified in its entirety by reference to the
Accession Agreement, which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Supplemental Indentures
In connection with the Merger, TIFSA, Tyco Switzerland, Tyco
Ireland, Tyco Fire & Security Finance S.C.A., a Luxembourg
corporate partnership limited by shares ("Tyco Luxembourg") and
Deutsche Bank Trust Company Americas entered into a Supplemental
Indenture 2014-1 to the 1998 Indenture (the "Supplemental Indenture
2014-1 to the 2009 Indenture"), to supplement and amend the
Indenture, dated as of January 9, 2009, among TIFSA, Tyco
Switzerland and Deutsche Bank Trust Company Americas, as amended
(the "2009 Indenture"), to provide that, effective November 17,
2014, Tyco Luxembourg assumed Tyco Switzerland's obligations as a
guarantor under the 2009 Indenture, Tyco Ireland was added as an
additional guarantor and Tyco Switzerland was discharged from its
obligations under the 2009 Indenture.
Additionally, in connection with the Merger, TIFSA, Tyco
Switzerland, Tyco Ireland, Tyco Luxembourg and Wilmington Trust
Company entered into a Supplemental Indenture 2014-1 to the 2009
Indenture (the "Supplemental Indenture 2014-1 to the 1998
Indenture" and together with the Supplemental Indenture 2014-1 to
the 2009 Indenture, the "supplemental indentures"), to supplement
and amend the Indenture, dated as of June 9, 1998, among TIFSA,
Tyco Switzerland and Wilmington Trust Company, as amended (the
"1998 Indenture"), to provide that, effective November 17, 2014,
Tyco Luxembourg assumed Tyco Switzerland's obligations as an issuer
and a guarantor under the 1998 Indenture, Tyco Ireland was added as
an additional guarantor and Tyco Switzerland was discharged from
its obligations under the 1998 Indenture. TIFSA, Tyco Luxembourg,
Tyco Ireland and Wilmington Trust Company also executed replacement
notes to evidence the aforementioned succession, additional
guarantors and discharge.
The foregoing is only a summary of the terms of the Supplemental
Indenture 2014-1 to 2009 Indenture and the Supplemental Indenture
2014-1 to 1998 Indenture and is qualified in its entirety by
reference to such Supplemental Indentures which are filed as
Exhibits 4.2 and 4.3, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.
Director, Secretary and Officer Indemnification Agreements
At the effective time of the Merger (the "Effective Time"), Tyco
Ireland entered into a Deed of Indemnification (the "Tyco Ireland
Indemnification Agreement") with each of its directors, secretary
and executive officers (the "Covered Persons"). In addition, Tyco
Fire & Security (US) Management, Inc., a Nevada corporation
that became a subsidiary of Tyco Ireland at the Effective Time
("Tyco Management"), entered an Indemnification Agreement with each
of the Covered Persons (the "Tyco Management Indemnification
Agreement," and, together with the Tyco Ireland Indemnification
Agreement, the "Indemnification Agreements").
The Tyco Ireland Indemnification Agreement provides that if a
Covered Person was, is or becomes a party to, or witness or other
participant in, or is threatened to be made a party to, witness or
other participant in, or is involved in a proceeding by reason of
being a director, secretary, officer or employee of Tyco Ireland or
while a director, secretary or officer of Tyco Ireland is or was
serving at the request of Tyco Ireland or an affiliate of Tyco
Ireland as a director, officer, secretary, employee, trustee, agent
or fiduciary of another foreign or domestic corporation,
partnership, limited liability company, joint venture, employee
benefit plan or trust, then Tyco Ireland will indemnify the Covered
Person against all expenses, liability or loss to the fullest
extent permitted by law. The Tyco Management Indemnification
Agreement provides that if a Covered Person was, is or becomes a
party to, or witness or other participant in, or is threatened to
be made a party to, witness or other participant in, or is involved
in a proceeding by reason of being a director, secretary, officer
or employee of Tyco Ireland or while a director or secretary of
Tyco Ireland is or was serving at the request of Tyco Management as
a director, officer, secretary, employee, trustee, agent or
fiduciary of another foreign or domestic corporation, partnership,
limited liability company, joint venture, employee benefit plan or
trust, then Tyco Management will indemnify the Covered Person
against all expenses, liability or loss to the fullest extent
permitted by law. A Covered Person will not be entitled to
indemnification in connection with a proceeding initiated by a
Covered Person against Tyco Ireland except in certain circumstances
set forth in the Indemnification Agreements. Under the Tyco
Management Indemnification Agreement, the Covered Person will be
entitled to advancement of reimbursement by Tyco Management of
expenses upon receipt by Tyco Management of an undertaking by the
Covered Person to repay all amounts paid or reimbursed by Tyco
Management if it is ultimately determined that such criteria for
indemnification have not been satisfied. The Indemnification
Agreements also provide for Tyco Ireland to consider whether to
make the advancement of reimbursement to the Covered Person in
respect of the relevant liability. No indemnification will be paid
pursuant to the Indemnification Agreements (1) on account of any
proceeding in which judgment is rendered against a Covered Person
for an accounting of profits from the purchase or sale of
securities of Tyco Ireland pursuant to Section 16(b) of the
Securities Exchange Act of 1934, as amended, or (2) if a court
finally determines that the indemnification is not permitted under
applicable law, or (3) on account of any proceeding pursuant to
which the Covered Person has been convicted of a crime constituting
a felony, or (4) on account of any proceedings brought by Tyco
Ireland or any of its subsidiaries against the Covered Person.
The foregoing is a summary of the terms of the Indemnification
Agreements and is qualified in its entirety by reference to the
form of Deed of Indemnification and the form of Indemnification
Agreement filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and incorporated by reference
herein.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/d823374d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/0001193125-14-414675-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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