Tyco International PLC (TYC) filed a Form 8K - Other Events -
with the U.S Securities and Exchange Commission on February 25,
2015.
Pricing of Notes Offering
On February 20, 2015, Tyco International plc (the "Company"),
Tyco Fire & Security Finance S.C.A. ("Tyco Luxembourg") and
Tyco International Finance S.A. ("TIFSA") entered into an
underwriting agreement (the "Underwriting Agreement") with
Citigroup Global Markets Limited, J.P. Morgan Securities plc,
Merrill Lynch International, Barclays Bank PLC, BNP Paribas, Credit
Suisse Securities (Europe) Limited, Deutsche Bank AG, London
Branch, Goldman, Sachs & Co., Morgan Stanley & Co.
International plc and UBS Limited (collectively, the
"Underwriters") under which TIFSA agreed to sell to the
Underwriters 500 million aggregate principal amount of its 1.375%
Notes due 2025 (the "Notes") in an offering registered under the
Securities Act of 1933, as amended (the "Notes Offering"). The
Notes are fully and unconditionally guaranteed (the "Guarantees")
by each of the Company and Tyco Luxembourg.
The Notes and Guarantees were registered by the Company, Tyco
Luxembourg and TIFSA pursuant to a Registration Statement on Form
S-3 (Registration No. 333-200413) (the "Registration Statement")
filed with the Securities and Exchange Commission, which
Registration Statement includes a Prospectus dated November 17,
2014 and a Prospectus Supplement dated February 20, 2015.
On February 25, 2015, TIFSA completed the Notes Offering. The
Notes were issued pursuant to an Indenture, dated as of February
25, 2015 (the "Base Indenture"), among TIFSA, the Company, Tyco
Luxembourg and Deutsche Bank Trust Company Americas, as trustee, as
supplemented by the First Supplemental Indenture, dated as of
February 25, 2015 (the "Supplemental Indenture"), among TIFSA, the
Company, Tyco Luxembourg, Deutsche Bank Trust Company Americas as
trustee and as paying agent and Deutsche Bank Luxembourg S.A. as
security registrar, transfer agent and authenticating agent.
TIFSA intends to use the proceeds from the issuance of the Notes
general corporate purposes, which may include acquisitions,
repayment of debt, capital expenditures, investments in
subsidiaries, repurchases of ordinary shares and funding of legacy
liabilities.
The Notes are TIFSA's senior unsecured obligations and rank
equally in right of payment with all of its existing and future
senior debt, and senior to any subordinated indebtedness that TIFSA
may incur. The Notes are fully and unconditionally guaranteed on a
senior unsecured basis by the Company and Tyco Luxembourg.
The Notes will bear interest at a rate of 1.375% per year from
the date of original issuance or from the most recent interest
payment date to which interest has been paid or
provided for. Interest on the Notes will be payable on February
25 of each year, commencing on February 25, 2016, to the holders of
record at the close of business on the February 10 prior to each
interest payment date.
Prior to November 25, 2024, the Notes are redeemable at TIFSA's
option at a redemption price equal to the greater of the principal
amount of the notes to be redeemed or a "make-whole" amount, plus
in either case, accrued and unpaid interest, if any, to, but
excluding, the redemption date. On or after November 25, 2024, the
Notes are redeemable at TIFSA's option at a redemption price equal
to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest. TIFSA also may redeem all, but not
less than all, of a series of Notes in the event of certain tax
changes affecting such Notes.
Upon the occurrence of a change of control triggering event (as
defined in the Supplemental Indenture), unless TIFSA has exercised
its right to redeem the Notes, each holder of Notes will have the
right to require TIFSA to purchase all or a portion of such
holder's Notes at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase.
Copies of the Underwriting Agreement, Indenture and Supplemental
Indenture are attached hereto as Exhibits 1.1, 4.1 and 4.2,
respectively, and are incorporated herein by reference. The Company
is filing Exhibits 5.1, 5.2 and 5.3 below as exhibits to this
Current Report for the purpose of incorporating them as exhibits to
the Registration Statement and such exhibits are incorporated
herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312515062255/d881061d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312515062255/0001193125-15-062255-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.
Subscribe to WSJ: http://online.wsj.com?mod=djnwires