Securities Registration (section 12(b)) (8-a12b)
September 22 2021 - 3:22PM
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
(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)
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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)
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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
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2.000% Sustainability-Linked Senior Notes due 2031
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The New York Stock Exchange
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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 $500,000,000 aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due 2031 (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 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 JCIs 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 13, 2021, which was filed with the SEC on September 15, 2021 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 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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Seventh Supplemental Indenture, dated September 16, 2021, among Johnson Controls International plc, Tyco Fire
& Security Finance S.C.A. and U.S. Bank National Association, as trustee (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 September 16, 2021).
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4.3
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Form of the Notes (included in Exhibit 4.2)
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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.
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JOHNSON CONTROLS INTERNATIONAL PLC
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Date: September 22, 2021
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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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