Securities Registration (section 12(b)) (8-a12b)
May 31 2023 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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 |
4.250% Senior Notes due 2035 |
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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.
Item 1. Description of Securities To Be Registered.
The securities to be registered hereunder are 800,000,000 aggregate principal amount of 4.250% Senior Notes due 2035 (the Notes) issued 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).
Descriptions of the general terms and provisions of the 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 May 16, 2023, which was filed with the SEC on May 17, 2023 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act), 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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Tenth Supplemental Indenture, dated May 23, 2023, among Johnson Controls International plc, Tyco Fire
& Security Finance S.C.A., U.S. Bank Trust Company, National Association, as trustee, and Elavon Financial Services DAC, as paying agent (attaching the form of the Notes) (incorporated herein by reference to Exhibit
4.2 to Johnson Controls International plcs Current Report on Form 8-K filed on May 23, 2023). |
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4.3 |
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Form of the Notes (included in Exhibit 4.2) |
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: May 31, 2023 |
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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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