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
JOHNSON CONTROLS INTERNATIONAL PLC (Exact name of registrant as specified in its charter) Ireland (State or other jurisdiction of incorporation or organization) 98-0390500 (I.R.S. Employer Identification Number) One Albert Quay Cork, Ireland (Address of principal executive offices) T12 X8N6 (Zip Code) | TYCO FIRE & SECURITY FINANCE S.C.A. (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg (State or other jurisdiction of incorporation or organization) 98-1202623 (I.R.S. Employer Identification Number) 2, rue Jean Monnet Luxembourg, Grand Duchy of Luxembourg (Address of principal executive offices) 2180 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which | |
1.750% Senior Notes due 2030 | The New York Stock Exchange | |
0.375% Senior Notes due 2027 | The New York Stock Exchange | |
1.000% Senior Notes due 2032 | 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: 333-236195 and 333-236195-01
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 (i) $625,000,000 aggregate principal amount of 1.750% Senior Notes due 2030 (the “2030 Notes”), (ii) €500,000,000 aggregate principal amount of 0.375% Senior Notes due 2027 (the “2027 Notes”) and (iii) €500,000,000 aggregate principal amount of 1.000% Senior Notes due 2032 (the “2032 Notes”), each 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 2030 Notes are set forth under the caption “Description of Debt Securities” in the prospectus dated September 4, 2020, included in the Registrants’ Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2020 (File Nos. 333-236195 and 333-236195-01) (amending JCI’s registration statement on Form S-3ASR filed with the SEC on January 31, 2020 (File No. 333-236195)), and under the caption “Description of Notes” in the prospectus supplement thereto dated September 8, 2020, which was filed with the SEC on September 10, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and are incorporated by reference herein.
Descriptions of the general terms and provisions of the 2027 Notes and the 2032 Notes are set forth under the caption “Description of Debt Securities” in the prospectus dated September 4, 2020, included in the Registrants’ Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR filed with the SEC on September 4, 2020 (File Nos. 333-236195 and 333-236195-01) (amending JCI’s registration statement on Form S-3ASR filed with the SEC on January 31, 2020 (File No. 333-236195)), and under the caption “Description of Notes” in the prospectus supplement thereto dated September 9, 2020, which was filed with the SEC on September 11, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and are incorporated by reference herein.
Item 2. Exhibits.
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 hereunto duly authorized.
JOHNSON CONTROLS INTERNATIONAL PLC | ||||||
Date: September 21, 2020 | By: | /s/ Richard J. Dancy | ||||
Name: | Richard J. Dancy | |||||
Title: | Vice President and Corporate Secretary | |||||
TYCO FIRE & SECURITY FINANCE S.C.A | ||||||
By: | TYCO FIRE & SECURITY S.À R.L. its General Partner and manager | |||||
By: | /s/ Peter Schieser | |||||
Name: | Peter Schieser | |||||
Title: | General Manager |