FWP 1 d39221dfwp.htm FWP FWP
 

LOGO

 

Filed Pursuant to Rule 433
Registration Statement No. 333-236195 and 333-236195-01

as amended by Post-Effective

Amendment No. 1 dated
September 4, 2020,

Supplementing the Prospectus
dated September 4, 2020 and
Preliminary Prospectus Supplement
dated September 8, 2020

Johnson Controls International plc

Tyco Fire & Security Finance S.C.A.

$625,000,000 1.750% Senior Notes due 2030

Pricing Term Sheet

September 8, 2020

 

Issuers:   

Johnson Controls International plc

Tyco Fire & Security Finance S.C.A.

Trade Date:    September 8, 2020
Settlement Date**:    September 11, 2020 (T+3)
Joint Book-Running Managers:   

BofA Securities, Inc.
Citigroup Global Markets Inc.

ING Financial Markets LLC
U.S. Bancorp Investments, Inc.

   BBVA Securities Inc.
TD Securities (USA) LLC
Co-Managers:   

Barclays Capital Inc.

Credit Agricole Securities (USA) Inc.

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC

MUFG Securities Americas Inc.

Standard Chartered Bank

Unicredit Capital Markets LLC

Wells Fargo Securities, LLC

Title of Securities:    1.750% Senior Notes due 2030
Ratings (Moody’s / S&P)*:    Baa2 / BBB+
Aggregate Principal Amount Offered:    $625,000,000
Maturity Date:    September 15, 2030
Interest Rate:    1.750% per annum
Benchmark Treasury:    UST 0.625% due August 15, 2030


Benchmark Treasury Price and Yield:    99-14; 0.684%
Spread to Benchmark Treasury:    +110 basis points
Yield to Maturity:    1.784%
Price to Public:    99.689%, plus accrued interest, if any, from September 11, 2020
Gross Proceeds:    $623,056,250
Interest Payment Dates:    Payable on March 15 and September 15 of each year, beginning on March 15, 2021
Optional Redemption:    Prior to June 15, 2030 (three months prior to the maturity date of the Securities), callable at make-whole (T +20 basis points)
Par Call:    On or after June 15, 2030 (three months prior to the maturity date of the Securities)
CUSIP/ISIN:    47837R AA8 / US47837RAA86
Denominations:    $2,000 and integral multiples of $1,000 in excess thereof
Listing:    Application will be made to list the notes on the New York Stock Exchange

 

*

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 September 11, 2020, which will be the third business day following the trade date set forth above (such settlement being referred to as “T+3”). 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 will be required, by virtue of the fact that the notes initially settle in T+3, 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 should consult their own advisors.

The issuers have 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 issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322; or ING Financial Markets LLC at 646-424-8972.

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.