Form 8-A12B/A - Registration of securities [Section 12(b)]: [Amend]
December 23 2024 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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JOHNSON CONTROLS INTERNATIONAL PLC |
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TYCO FIRE & SECURITY FINANCE S.C.A. |
(Exact name of registrant as specified in its charter) |
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(Exact name of registrant as specified in its charter) |
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Ireland |
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Grand Duchy of Luxembourg |
(State or other jurisdiction of incorporation or organization) |
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(State or other jurisdiction of incorporation or organization) |
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98-0390500 |
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98-1202623 |
(I.R.S. Employer Identification Number) |
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(I.R.S. Employer Identification Number) |
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One Albert Quay
Cork, Ireland |
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2, rue Jean Monnet
Luxembourg, Grand Duchy of Luxembourg |
(Address of principal executive offices) |
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(Address of principal executive offices) |
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T12 X8N6 |
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2180 |
(Zip Code) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered |
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Name of each exchange on which each class
is to be registered |
4.900% Senior Notes due 2032 |
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The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d) or (e), check the following box: ☐
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box: ☐
Securities Act
registration statement or Regulation A offering statement file number to which this form relates:
333-269534 and
333-269534-01
Securities to be registered pursuant
to Section 12(g) of the Act:
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-A/A amends the registration statement on Form
8-A (File No. 001-13836) filed by Johnson Controls International plc, an Irish public company limited by shares (JCI), and Tyco Fire & Security
Finance S.C.A., a Luxembourg corporate partnership limited by shares (together with JCI, the Registrants), with the Securities and Exchange Commission (the SEC) on September 19, 2022 with respect to the issuance of
$400,000,000 aggregate principal amount of 4.900% Senior Notes due 2032 (the Existing 2032 Notes), by supplementing Items 1 and 2 with the following.
Item 1. Description of Securities To Be Registered.
The securities to be registered hereunder are $250,000,000 aggregate principal amount of 4.900% Senior Notes due 2032 (the Additional 2032 Notes)
issued by the Registrants. The Additional 2032 Notes are a further issuance of the 4.900% Senior Notes due 2032 registered by the Registrants on September 19, 2022. The Additional 2032 Notes have the same terms (other than the issue price,
issue date and initial interest payment date) and have the same CUSIP/ISIN numbers as the Existing 2032 Notes, and are fungible for U.S. federal income tax purposes with the Existing 2032 Notes.
Descriptions of the general terms and provisions of the Additional 2032 Notes are set forth under the caption Description of Debt Securities in
the prospectus dated February 2, 2023 filed with the Securities and Exchange Commission (the SEC) on February 2, 2023 (File Nos. 333-269534 and 333-269534-01), and under the caption Description of Notes in the prospectus supplement thereto dated December 5, 2024, which was filed with the SEC on December 9, 2024 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and are incorporated by reference herein.
Item 2. Exhibits.
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Exhibit No. |
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Exhibit Description |
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4.1 |
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Indenture, dated December
28, 2016, between Johnson Controls International plc and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated herein by reference to Exhibit
4.1 to Johnson Controls International plcs Current Report on Form 8-K filed with the SEC on December 28, 2016). |
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4.2 |
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Ninth Supplemental Indenture, dated as of September 14, 2022, among Johnson Controls International plc, Tyco Fire
& Security Finance S.C.A. and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Johnson Controls International plcs Current Report on Form 8-K
filed with the SEC on September 14, 2022). |
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4.3 |
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Twelfth Supplemental Indenture, dated as of December 10, 2024, among Johnson Controls International plc, Tyco Fire
& Security Finance S.C.A. and U.S. Bank Trust Company, National Association, as trustee (attaching the form of the Additional 2032 Notes) (incorporated by reference to Exhibit 4.3 to Johnson Controls International plcs Current Report on Form
8-K filed with the SEC on December 10, 2024). |
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4.4 |
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Form of the Additional 2032 Notes (included in Exhibit 4.3) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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JOHNSON CONTROLS INTERNATIONAL PLC |
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Date: December 23, 2024 |
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By: |
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/s/ Richard J. Dancy |
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Name: |
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Richard J. Dancy |
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Title: |
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Vice President and Corporate Secretary |
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TYCO FIRE & SECURITY FINANCE S.C.A. |
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By: |
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TYCO FIRE & SECURITY S.À R.L.
its General Partner and manager |
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By: |
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/s/ Peter Schieser |
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Name: |
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Peter Schieser |
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Title: |
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General Manager |
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