8-KMaterial AgreementsOther EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Material Agreement (Mar 15, 2017)

Filed March 15, 2017For Securities:JCI

Summary

Johnson Controls International plc (JCI) announced on March 15, 2017, the successful completion of an offering of €1 billion aggregate principal amount of 1.000% Senior Notes due 2023. This offering was made through an Underwriting Agreement and was registered under the Securities Act of 1933. The net proceeds from this issuance are earmarked for general corporate purposes, which may encompass acquisitions, working capital, share repurchases, dividends, capital expenditures, investments in subsidiaries, and debt repayment, including a portion of its outstanding commercial paper. The newly issued notes are unsecured, unsubordinated obligations of the company. They rank senior to existing and future subordinated debt, equal to non-subordinated debt, effectively junior to secured debt to the extent of the collateral's value, and structurally junior to any debt issued by JCI's subsidiaries. The notes mature on September 15, 2023, with annual interest payments beginning September 15, 2017.

Key Highlights

  • 1Completed a €1 billion offering of 1.000% Senior Notes due 2023.
  • 2Proceeds to be used for general corporate purposes, including potential acquisitions, share repurchases, and debt reduction.
  • 3Notes are unsecured and unsubordinated debt of Johnson Controls International plc.
  • 4Notes mature on September 15, 2023.
  • 5Interest rate on the notes is a fixed 1.000% per annum, paid annually.
  • 6Company retains the option to redeem the notes prior to maturity, with a 'make-whole' provision for early redemptions before June 15, 2023.
  • 7Holders have the right to require repurchase at 101% of principal plus accrued interest upon a Change of Control Triggering Event.

Frequently Asked Questions

This 8-K filing announces the completion of Johnson Controls International plc's offering of €1 billion in Senior Notes due 2023 and provides details regarding the terms of these notes and their intended use of proceeds.

The company intends to use the net proceeds for general corporate purposes, which may include funding acquisitions, increasing working capital, repurchasing shares, paying dividends, making capital expenditures, investing in subsidiaries, and repaying existing indebtedness, including commercial paper.

The new notes are unsecured and unsubordinated debt of Johnson Controls International plc, maturing on September 15, 2023. They rank senior to any existing or future subordinated debt and are effectively junior to any secured debt and structurally junior to debt issued by subsidiaries.

Johnson Controls can redeem the notes at its option. Before June 15, 2023, redemption is at a price equal to the greater of 100% of the principal or a 'make-whole' amount, plus accrued interest. On or after June 15, 2023, redemption is at 100% of the principal plus accrued interest.