FWP 1 a17-27421_3fwp.htm FWP

 

 

 

 

Filed Pursuant to Rule 433

Registration Statement No. 333-215863

Supplementing the Prospectus

dated February 1, 2017 and

Preliminary Prospectus Supplement

dated November 28, 2017

 

Johnson Controls International plc

 

€750,000,000 0.000% Senior Notes due 2020

 

Pricing Term Sheet

 

November 28, 2017

 

Issuer:

 

Johnson Controls International plc

 

 

 

Trade Date:

 

November 28, 2017

 

 

 

Settlement Date**:

 

December 4, 2017 (T+4)

 

 

 

Joint Book-Running Managers:

 

UniCredit Bank AG
Commerzbank Aktiengesellschaft
Danske Bank A/S

 

 

Citigroup Global Markets Limited
J.P. Morgan Securities plc
Merrill Lynch International

 

 

 

Title of Securities:

 

0.000% Senior Notes due 2020

 

 

 

Ratings (Moody’s / S&P / Fitch)*:

 

Baa1 (stable) / BBB+ (stable) / BBB+ (stable)

 

 

 

Aggregate Principal Amount Offered:

 

€750,000,000

 

 

 

Maturity Date:

 

December 4, 2020

 

 

 

Interest Rate:

 

0.000% per annum

 

 

 

Benchmark Bund:

 

OBL #172 0.25% due October 16, 2020

 

 

 

Benchmark Bund Price and Yield:

 

102.57; -0.632%

 

 

 

Spread to Benchmark Bund:

 

+80.1 basis points

 

 

 

Mid-Swap Yield:

 

-0.061%

 

 

 

Spread to Mid-Swap Yield:

 

+23 basis points

 

 

 

Yield to Maturity:

 

0.169%

 

 

 

Price to Public:

 

99.495%, plus accrued interest, if any, from December 4, 2017

 

 

 

Gross Proceeds:

 

€746,212,500

 

 

 

Underwriting Discount:

 

0.350%

 

 

 

Net Proceeds (before estimated offering expenses):

 

€743,587,500

 

 

 

Interest Payment Dates:

 

Payable annually on December 4 of each year, beginning on December 4, 2018

 

 

 

Optional Redemption:

 

Prior to September 4, 2020 (three months prior to the maturity date of the Securities), callable at make-whole (reference bond rate +15 basis points)

 

 

 

Par Call:

 

On or after September 4, 2020 (three months prior to the

 


 

 

 

maturity date of the Securities)

 

 

 

CUSIP:

 

478375 AW8

 

 

 

Denominations:

 

€100,000 and integral multiples of €1,000 in excess thereof

 

 

 

Day Count Convention:

 

ACTUAL / ACTUAL (ICMA)

 

 

 

Business Day Convention:

 

Following Business Day Convention

 

 

 

Listing:

 

Application will be made to list the notes on the New York Stock Exchange

 

 

 

Clearing and Settlement:

 

Euroclear / Clearstream

 

 

 

Stabilization:

 

Stabilization/FCA

 

 

 

Law:

 

New York

 

*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.

 

**It is expected that delivery of the notes will be made to investors on or about December 4, 2017, which will be the fourth U.S. business day following the trade date set forth above (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisors.

 

The issuer has filed a registration statement (including a prospectus) 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 in that registration statement and other documents the issuer has 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 if you request it by calling Commerzbank Aktiengesellschaft toll-free at +1-800-233-9164; Danske Bank A/S toll-free at +45-45-143270; or UniCredit Bank AG toll-free at 1-800-493-2203.

 

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.

 

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