UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Offering of the Notes
Pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated May 16, 2023, among Johnson Controls International plc (the “Company”) and its wholly owned subsidiary, Tyco Fire & Security Finance S.C.A. (“TFSCA” and, together with the Company, the “Issuers”), Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche Bank Aktiengesellschaft, Standard Chartered Bank and the several other underwriters named therein (the “Underwriters”), the Issuers agreed to sell to the Underwriters €800 million aggregate principal amount of their 4.250% Senior Notes due 2035 (the “Notes”) in an offering registered under the Securities Act of 1933, as amended (the “Notes Offering”).
The Notes were issued pursuant to the Prospectus Supplement, dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2023, and the Prospectus, dated February 2, 2023, that forms a part of the Issuers’ registration statement on Form S-3, filed with the SEC on February 2, 2023 (File Nos. 333-269534 and 333-269534-01) (the “Registration Statement”) and which automatically became effective under the Securities Act of 1933, as amended, upon filing pursuant to Rule 462(e) promulgated thereunder.
The Issuers intend to allocate an amount equal to the net proceeds from the Notes Offering to finance or refinance, in whole or in part, certain eligible green projects. Pending allocation for such purposes, the Issuers intend to hold or invest an amount equal to the balance of the net proceeds not yet allocated in cash, cash equivalents and/or treasury securities.
Indenture
On May 23, 2023, the Issuers completed the Notes Offering. The Notes were issued under that certain Indenture (the “Base Indenture”), dated as of December 28, 2016, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), and the Tenth Supplemental Indenture, dated as of May 23, 2023, among the Issuers, the Trustee and Elavon Financial Services DAC, as paying agent (the “Tenth Supplemental Indenture” and the Base Indenture, as so supplemented, the “Indenture”).
Terms of the Notes
Ranking: The Notes are the Issuers’ unsecured, unsubordinated obligations and rank senior in right of payment to the Issuers’ existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; equal in right of payment to the Issuers’ existing and future indebtedness and other obligations that are not so subordinated; effectively junior to any of the Issuers’ secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness or other obligations; and structurally junior to all existing and future indebtedness and other obligations incurred by the Issuers’ subsidiaries.
Interest and Maturity: The Notes will bear interest at a rate equal 4.250% per annum, which will be payable annually in arrears on May 23 of each year, beginning on May 23, 2024. The Notes will mature on May 23, 2035.
Redemption: At any time prior to February 23, 2035, the Issuers may redeem some or all of the Notes at a price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a “make-whole” amount, plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. On or after February 23, 2035, the Issuers may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. In addition, the Issuers may redeem all, but not less than all, of the Notes upon the occurrence of specified tax events.
Change of Control: Upon the occurrence of a Change of Control Triggering Event (as such term is defined in the Indenture), unless the Issuers have exercised their right to redeem the Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Indenture (or have defeased the
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Notes as described therein), each holder of Notes will have the right to require the Issuers to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase.
Covenants: The Indenture does not limit the ability of the Company or its subsidiaries to issue or incur other debt or issue preferred stock. Subject to certain exceptions, the Indenture contains covenants that, among other things, limit the Company’s ability and the ability of certain of the Company’s subsidiaries to incur certain liens and enter into certain sale and leaseback transactions and enter into mergers or consolidations or transfer all or substantially all of their assets.
The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes. All capitalized terms used above and not otherwise defined have the meaning given to such terms in the Indenture.
The following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Underwriting Agreement, (ii) the Base Indenture, (iii) the Tenth Supplemental Indenture, (iv) the legal opinion of Simpson Thacher & Bartlett LLP, (v) the legal opinion of Arthur Cox LLP and (vi) the legal opinion of Allen & Overy, Société en Commandite Simple.
The representations, warranties and covenants of each party set forth in the agreements described in this Current Report on Form 8-K have been made only for purposes of, and were and are solely for the benefit of the parties to, the applicable agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, certain representations and warranties were made only as of the date of the applicable agreement or such other date as is specified in the agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, such agreements are included with this filing only to provide investors with information regarding the terms of those agreements, and not to provide investors with any other factual information regarding the parties, their respective affiliates or their respective businesses. These agreements should not be read alone, but should instead be read in conjunction with the periodic and current reports and statements that the Company and/or its subsidiaries file with the SEC.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 1.1 | ||
| 4.1 | ||
| 4.2 | ||
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| 4.3 | ||
| 5.1 | ||
| 5.2 | ||
| 5.3 | ||
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1). | |
| 23.2 | ||
| 23.3 | Consent of Allen & Overy, Société en Commandite Simple (included in Exhibit 5.3). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC | ||||||
| Date: May 23, 2023 |
By: | /s/ Richard J. Dancy | ||||
| Name: | Richard J. Dancy | |||||
| Title: | Vice President and Corporate Secretary | |||||
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