8-KMaterial AgreementsOther EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Material Agreement (Sep 11, 2020)

Filed September 11, 2020For Securities:JCI

Summary

Johnson Controls International plc (JCI) filed an 8-K on September 11, 2020, to report on the successful completion of a $625.0 million offering of 1.750% Senior Notes due 2030. The issuance was conducted under an Underwriting Agreement with BofA Securities, Inc. and ING Financial Markets LLC, among others, and the notes were issued pursuant to a Prospectus Supplement and a Registration Statement. The company and its subsidiary, Tyco Fire & Security Finance S.C.A. (TFSCA), are the issuers of these notes. Notably, JCI intends to allocate the net proceeds from this offering to finance or refinance eligible green projects. Pending such allocation, the proceeds will be held in cash, cash equivalents, or treasury securities. This "green bond" issuance signals the company's commitment to environmental initiatives and potentially offers investors exposure to sustainable finance. The notes are unsecured and unsubordinated obligations, ranking senior to certain other indebtedness and equal to unsubordinated debt, but effectively junior to secured debt and structurally junior to subsidiary debt.

Key Highlights

  • 1Completed a $625.0 million offering of 1.750% Senior Notes due 2030.
  • 2Intends to allocate net proceeds to finance or refinance eligible green projects.
  • 3Notes are unsecured and unsubordinated obligations of the Issuers.
  • 4The notes mature on September 15, 2030.
  • 5The annual interest rate on the notes is 1.750%, payable semi-annually.
  • 6Includes provisions for redemption by the Issuers and a purchase option for holders upon a Change of Control Triggering Event (at 101% of principal).
  • 7Covenants in the Indenture limit certain actions such as incurring liens, sale and leaseback transactions, mergers, and asset transfers, with specified exceptions.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Johnson Controls International plc's (JCI) offering of $625.0 million aggregate principal amount of 1.750% Senior Notes due 2030. It details the terms of the notes, the underwriting agreement, and the company's intentions for the use of proceeds.

Johnson Controls intends to allocate an amount equal to the net proceeds from this Notes Offering to finance or refinance eligible green projects. Any remaining proceeds not yet allocated will be held in cash, cash equivalents, and/or treasury securities.

The Notes are unsecured and unsubordinated obligations of the Issuers (JCI and TFSCA). They rank senior in right of payment to expressly subordinated indebtedness, equal to unsubordinated and unsecured indebtedness, but are effectively junior to any secured indebtedness to the extent of the value of the collateral, and structurally junior to indebtedness incurred by JCI's subsidiaries.

Yes, upon the occurrence of a Change of Control Triggering Event, unless the Issuers redeem the notes, holders have the right to require the Issuers to purchase their notes at a price of 101% of the principal amount, plus accrued interest. This provides an additional layer of protection for noteholders in specific change of control scenarios.