XML 29 R16.htm IDEA: XBRL DOCUMENT v3.5.0.2
Debt
9 Months Ended
Jun. 24, 2016
Debt Disclosure [Abstract]  
Debt
Debt
The carrying value of the Company's debt as of June 24, 2016 and September 25, 2015 is as follows ($ in millions):
 
As of
 
June 24, 2016
 
September 25, 2015
Commercial paper(1)
$
341

 
$

3.375% public notes due 2015(2)

 
258

3.75% public notes due 2018
67

 
67

7.0% public notes due 2019(2)

 
245

6.875% public notes due 2021(2)

 
465

4.625% public notes due 2023
42

 
42

1.375% Euro-denominated public notes due 2025
564

 
558

3.9% public notes due 2026
745

 
745

5.125% public notes due 2045
746

 
746

Other (2)
1

 
20

Total debt
2,506

 
3,146

Less current portion
341

 
987

Long-term debt
$
2,165

 
$
2,159


_______________________________________________________________________________
(1) The current portion of debt as of June 24, 2016 is comprised of $341 million of commercial paper.
(2) The current portion of debt as of September 25, 2015 is comprised of $258 million notes due 2015, $245 million notes due 2019, $465 million notes due 2021 and $19 million of Other debt.
Fair Value
The carrying amount of Tyco's debt subject to the fair value disclosure requirements as of June 24, 2016 and September 25, 2015 was $2,505 million and $3,126 million, respectively. The Company has determined the fair value of such debt to be $2,660 million and $3,291 million as of June 24, 2016 and September 25, 2015, respectively. The Company utilizes various valuation methodologies to determine the fair value of its debt, which is primarily dependent on the type of market in which the Company's debt is traded. When available, the Company uses quoted market prices to determine the fair value of its debt that is traded in active markets. As of June 24, 2016 and September 25, 2015, the fair value of the Company's debt which was actively traded was $2,319 million and $3,291 million, respectively. As of June 24, 2016 and September 25, 2015, the Company's debt that was subject to the fair value disclosure requirements and was actively traded is classified as Level 1 in the fair value hierarchy. Additionally, the Company believes the carrying amount of its commercial paper of $341 million as of June 24, 2016 approximates fair value based on the short-term nature of such debt.
Fiscal 2016 Debt Repayment
On September 14, 2015, the Company and the Company's wholly-owned subsidiary, Tyco International Finance S.A. ("TIFSA") announced the redemption of all of the outstanding $242 million aggregate principal amount of 7.0% notes due 2019 and $462 million aggregate principal amount of 6.875% notes due 2021. On October 14, 2015, TIFSA paid cash of $876 million to complete the redemption, resulting in a loss on extinguishment of $168 million which was recorded in Other expense, net within the Consolidated Statements of Operations during the first quarter of fiscal 2016. The charge is comprised of the make-whole premium of $172 million and the write-off of unamortized debt issuance costs of $1 million, partially offset by the write-off of the unamortized premium of $5 million.
On October 15, 2015, the Company repaid $258 million aggregate principal amount of 3.375% notes which matured on such date.
Financing in Connection with Proposed Merger with Johnson Controls
On March 10, 2016, Tyco International Holding S.à r.l. ("TSARL"), an indirect wholly owned subsidiary of Tyco, entered into a Term Loan Credit Agreement with a syndicate of lenders providing for a senior unsecured term loan facility in the amount of $4 billion to finance the cash consideration for, and fees, expenses and costs incurred in connection with the Merger. Any borrowing under the Term Loan Credit Agreement is conditioned upon the closing of the Merger and will be made in a single borrowing on the closing date of the Merger and will have a maturity of 3.5 years and be denominated in U.S. dollars. See Note 1.
In addition, on March 10, 2016, TSARL entered into a Multi-Year Senior Unsecured Credit Agreement providing for revolving credit commitments in the aggregate amount of $1 billion (the “Revolving Credit Agreement”). TSARL's ability to borrow under the Revolving Credit Agreement is subject to the satisfaction or waiver of customary conditions, including the consummation of the Merger, as well as the termination of the commitments of the lenders, and payments of any amounts outstanding, under TIFSA's existing $1.5 billion Amended and Restated Five-Year Senior Unsecured Credit Agreement dated as of August 7, 2015 (the "2015 Credit Agreement"). The Revolving Credit Agreement has a scheduled maturity date of August 7, 2020 and includes an option for TSARL to request an increase in the aggregate principal amount of the commitments, up to an additional $250 million.
Credit Facilities
On August 7, 2015, TIFSA entered into the 2015 Credit Agreement, which amended and restated TIFSA's existing $1 billion Five-Year Senior Unsecured Credit Agreement, dated June 22, 2012 (the “2012 Credit Agreement”). The 2015 Credit Agreement will be terminated upon completion of the Merger and replaced with the Revolving Credit Agreement discussed above.
As of June 24, 2016, the Company's total committed revolving credit facilities totaled $1.5 billion. The Company's revolving credit facilities may be used for working capital, capital expenditures and general corporate purposes. As of June 24, 2016 and September 25, 2015, there were no amounts drawn under the Company's revolving credit facilities. Interest under the revolving credit facilities is variable and is calculated by reference to LIBOR or an alternate base rate.
TIFSA's revolving credit facilities contain customary terms and conditions, and financial covenants that limit the ratio of the Company's debt to earnings before interest, taxes, depreciation, and amortization and that limit our ability to incur subsidiary debt or grant liens on its property. The indentures governing the Company's public notes contain customary covenants including limits on negative pledges, subsidiary debt and sale/leaseback transactions. None of these covenants are considered restrictive to the Company's business.
Commercial Paper
From time to time, TIFSA may issue commercial paper for general corporate purposes. The maximum aggregate amount of unsecured commercial paper notes available to be issued, on a private placement basis, under the commercial paper program is $1.5 billion as of June 24, 2016. As of June 24, 2016 and September 25, 2015, TIFSA had $341 million and nil of commercial paper outstanding, respectively.