CFIUS Filing Clearance: Tyco International plc and Johnson Controls, Inc.

UPDATE: According to SEC filings, Johnson Controls, Inc. and Tyco International plc, completed their combination on September 2, 2016. (See Johnson Controls International plc Ex-99.1 to Form 8-K, Feb. 23, 2017, SEC Filing.) Following the merger, Tyco was renamed Johnson Controls International plc. (See Johnson Controls Inc. Form 8-K, Sept. 6, 2016, SEC Filing.) The transaction was conditioned upon CFIUS approval, among other regulatory requirements. (See Johnson Controls Inc. Schedule 14A, July 6, 2016, SEC Filing.)

Posted July 13, 2016

Status: Upcoming/New Filing

On July 7, according to a U.S. SEC securities filing by Johnson Controls (see Schedule 14A, available here), Johnson Controls and Tyco International have agreed to obtain CFIUS approval for the proposed combination as a condition to closing. According to the SEC filing, Johnson Controls must also “enter into, or receive verbal or written confirmation of an agreement to enter into, a commitment letter with the Defense Security Service of the U.S. Department of Defense (the “DSS”), the agency with authority over facility security clearances held by Johnson Controls entities, to mitigate any foreign ownership, control or influence arising out of the merger.” (For more information on DOD clearances involving foreign ownership, control or influence (“FOCI”), see our publication here.)

On January 24, 2016, Johnson Controls, Inc. and Tyco International plc announced that the parties entered into an Agreement and Plan of Merger to combine their respective businesses under a single company. (See Johnson Controls press release here.) According to Johnson Controls website, the “merger brings together best-in-class product, technology and service capabilities across controls, fire, security, HVAC, power solutions and energy storage, to serve various end markets including large institutions, commercial buildings, retail, industrial, small business and residential.” (See website here.)