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Johnson Controls International plc 8-K Report, Material Agreement (Feb 7, 2017)

Filed February 7, 2017For Securities:JCI

Summary

Johnson Controls International plc (JCI) announced on February 7, 2017, the successful completion of a $500 million offering of 4.500% Senior Notes due 2047. This offering, underwritten by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, was established through an Underwriting Agreement dated February 2, 2017, and the notes were issued pursuant to a Base Indenture and a Second Supplemental Indenture dated February 7, 2017. The proceeds from this debt issuance are earmarked for general corporate purposes, which may include acquisitions, working capital, share repurchases, dividends, capital expenditures, subsidiary investments, and debt repayment, including a portion of its outstanding commercial paper. The new senior notes are unsecured, unsubordinated obligations of JCI, ranking senior to existing and future subordinated debt but junior to secured debt and structurally junior to obligations of its subsidiaries. The notes mature on February 15, 2047, with interest payable semi-annually starting August 15, 2017. The company retains the option to redeem the notes under specified conditions prior to maturity, including a "make-whole" provision or at par after a certain date, and holders have a right to require repurchase in the event of a Change of Control Triggering Event.

Key Highlights

  • 1Completed a $500 million offering of 4.500% Senior Notes due February 15, 2047.
  • 2Proceeds to be used for general corporate purposes, including potential acquisitions, share repurchases, and debt reduction.
  • 3Notes are unsecured and unsubordinated obligations of the company.
  • 4Holders have the right to require repurchase under a Change of Control Triggering Event.
  • 5Company has the option to redeem notes prior to maturity at specified prices.
  • 6Maturity date of the new notes is February 15, 2047.

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