FWP

0001193125-15-316103.txt : 20150910 0001193125-15-316103.hdr.sgml : 20150910 20150909181332 ACCESSION NUMBER: 0001193125-15-316103 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150910 DATE AS OF CHANGE: 20150909 GROUP MEMBERS: TYCO FIRE & SECURITY FINANCE S.C.A. GROUP MEMBERS: TYCO INTERNATIONAL FINANCE S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL plc CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-200314-02 FILM NUMBER: 151099668 BUSINESS ADDRESS: STREET 1: UNIT 1202, BUILDING 1000 STREET 2: CITY GATE, MAHON CITY: CORK STATE: L2 ZIP: 00000 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL MANAGEMENT LLC STREET 2: 9 ROSZEL ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD DATE OF NAME CHANGE: 20100408 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL plc CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: UNIT 1202, BUILDING 1000 STREET 2: CITY GATE, MAHON CITY: CORK STATE: L2 ZIP: 00000 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL MANAGEMENT LLC STREET 2: 9 ROSZEL ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD DATE OF NAME CHANGE: 20100408 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 FWP 1 d11214dfwp.htm FWP FWP

Issuer Free Writing Prospectus filed pursuant to Rule 433

Supplementing the Preliminary Prospectus Supplement dated

September 9, 2015 and the Prospectus dated November 17, 2014

Registration No. 333-200314, 333-200314-01 and 333-200314-02

September 9, 2015

Pricing Term Sheet

$750,000,000 5.125% Notes due 2045


Issuer:		Tyco International Finance S.A.
Guarantors:		Tyco International plc Tyco Fire & Security Finance S.C.A.
Size:		$750,000,000
Maturity:		September 14, 2045
Coupon:		5.125%
Price to Public:		99.469% of face amount
Yield to Maturity:		5.160%
Spread to Benchmark Treasury:		+220 bps
Benchmark Treasury:		UST 3.000% due May 15, 2045
Benchmark Treasury Yield:		2.960%
Interest Payment Dates:		Interest will be paid on March 14 and September 14, beginning March 14, 2016
Redemption Provisions:		Prior to March 14, 2045 (six months prior to the maturity date), TIFSA may, at its option, redeem the notes, in whole at any time or in part from time to time, at a price equal to the greater of the principal amount of the notes to be redeemed or a “make-whole” amount (Treasury Rate plus 35 bps), plus in either case, accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after March 14, 2045 (six months prior to their maturity date), TIFSA may, at its option, redeem the notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Pricing Date:		September 9, 2015
Settlement Date:		September 14, 2015 (T+3)
CUSIP/ISIN:		902118 BT4/US902118BT44
Denominations:		$2,000 x $1,000
Ratings (Moody’s / S&P / Fitch):*		A3 (negative) / BBB+ (stable) / A- (stable)
Underwriters:		Joint Book-Running Managers: Deutsche Bank Securities Inc. Goldman, Sachs & Co. Morgan Stanley & Co. LLC

Co-Managers:

BBVA Securities Inc.

BNP Paribas Securities Corp.

BNY Mellon Capital Markets, LLC

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated**

The Williams Capital Group, L.P.

*	Note: The security ratings set forth above are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time.

**	Note: R. David Yost, a director of Tyco, is also director of Bank of America Corporation, the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

The Issuer and the Guarantors have filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the Issuer and the Guarantors have filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by contacting Deutsche Bank Securities Inc. Prospectus Group, toll-free at 1-800-503-4611 or by email at prospectus.cpdg@db.com; Goldman, Sachs & Co. Prospectus Department, toll-free at 1-866-471-2526 or by email at prospectusny@ny.email.gs.com; and Morgan Stanley & Co. LLC Prospectus Department, toll-free at 1-866-718-1649 or by email at prospectus@morganstanley.com.

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