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Johnson Controls International plc 8-K Report, Material Agreement (Nov 13, 2018)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed November 13, 2018
Period End
November 13, 2018
Security
JCI
In the record · 2016–202610-K1010-Q338-K158

JCI filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 158 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Material agreement8-K · Sep ’20Sep ’20
  3. Leadership change8-K · Dec ’22Dec ’22
  4. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed November 13, 2018. Cited figures are marked; the original filing is the authoritative source.

Johnson Controls International plc (JCI) has announced a significant divestiture, entering into a Stock and Asset Purchase Agreement to sell its Power Solutions business to BCP Acquisitions LLC, an affiliate of Brookfield Business Partners L.P.

The transaction is valued at approximately $13.244 billiona, subject to adjustments for working capital, funded debt, and cash amounts at closing. This divestiture represents a strategic move by JCI to streamline its operations and focus on its core building technologies and solutions business. The sale is subject to customary closing conditions, including antitrust approvals under the Hart-Scott-Rodino Act and in foreign jurisdictions, as well as the absence of any legal impediments.

The transaction is not contingent on JCI shareholder approval or financing by the purchaser, though the purchaser has secured commitments for equity and debt financing. The closing is anticipated to occur around April 30, 2019, with an outside termination date of August 13, 2019, extendable to November 13, 2019. The agreement includes provisions for termination fees and indemnification, and JCI has agreed to customary covenants regarding the operation of the Power Solutions business until closing.

02—Key points

Key Highlights

  1. JCI agrees to sell its Power Solutions business for approximately $13.244 billion.
  2. The buyer is BCP Acquisitions LLC, an affiliate of Brookfield Business Partners L.P.
  3. The transaction is structured as a stock and asset purchase.
  4. Closing is subject to regulatory approvals (e.g., HSR Act) and other customary conditions.
  5. The sale is not subject to JCI shareholder approval or a financing condition for the buyer.
  6. The Purchase Agreement includes a termination date of August 13, 2019, with potential extensions.
  7. JCI will operate the Power Solutions business in the ordinary course until closing.

03—Questions

Frequently Asked Questions

  1. What is the main purpose of this 8-K filing?

    This 8-K filing announces a material definitive agreement, specifically that Johnson Controls International plc (JCI) has entered into an agreement to sell its Power Solutions business to BCP Acquisitions LLC.

  2. What is the value of the transaction and how will it be adjusted?

    The agreed-upon purchase price is U.S.$13,244,000,000. This price is subject to adjustments based on the working capital of the Power Solutions business at closing, the amount of funded debt assumed by the purchaser, and the cash amounts held by the business at closing.

  3. Are there any conditions that must be met before the sale can be completed?

    Yes, the closing is subject to several conditions, including the expiration of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other foreign antitrust approvals, and the absence of any injunctions preventing the deal. The accuracy of representations and warranties, and compliance with covenants by both parties, are also conditions.

  4. Will JCI's shareholders need to approve this sale?

    No, the Purchase Agreement states that the closing is not subject to the approval of JCI's stockholders.

04—Continue

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