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