8-KOther EventsExhibits & Filings

Johnson Controls International plc 8-K Report, Corporate Update (Sep 14, 2022)

Filed September 14, 2022For Securities:JCI

Summary

Johnson Controls International plc (JCI) announced through an 8-K filing on September 13, 2022, that it, along with its subsidiary Tyco Fire & Security Finance S.C.A., completed a $400 million offering of 4.900% Senior Notes due 2032 on September 14, 2022. The proceeds from this offering are intended for general corporate purposes, which may include the repayment or redemption of near-term indebtedness. These senior notes are unsecured and unsubordinated obligations of the issuers. They rank senior to expressly subordinated debt and equally to non-subordinated debt, but effectively junior to secured indebtedness and structurally junior to debt incurred by subsidiaries. The notes will mature on December 1, 2032, and carry a semi-annual interest payment. The company has the option to redeem the notes under certain conditions, including a "make-whole" provision before September 2032 and at par thereafter, as well as upon specific tax events. A change of control triggering event may give noteholders the right to require the issuers to repurchase the notes at 101% of the principal amount.

Key Highlights

  • 1Johnson Controls International plc (JCI) completed a $400 million offering of 4.900% Senior Notes due 2032.
  • 2The offering closed on September 14, 2022.
  • 3Net proceeds are intended for general corporate purposes, including potential repayment of near-term debt.
  • 4The notes are unsecured and unsubordinated obligations of the issuers.
  • 5The notes will mature on December 1, 2032, with semi-annual interest payments.
  • 6The notes are redeemable at the company's option, subject to certain conditions and call premiums.
  • 7A change of control triggering event may allow noteholders to require repurchase at 101% of principal.

Frequently Asked Questions

The primary purpose of the $400 million senior notes offering is for Johnson Controls International plc's general corporate purposes. This may include the repayment or redemption of near-term indebtedness.

The new notes are unsecured and unsubordinated obligations. They rank senior to any existing or future debt that is expressly subordinated, and equally to other non-subordinated debt. However, they are effectively junior to any secured indebtedness and structurally junior to any debt incurred by JCI's subsidiaries.

The notes mature on December 1, 2032, and bear a fixed interest rate of 4.900% per annum, payable semi-annually on June 1 and December 1. The company can redeem the notes under specific conditions, including a make-whole provision before September 1, 2032, and at par thereafter. A change of control event may trigger a put option for noteholders at 101% of the principal.

The Indenture does not limit the ability of Johnson Controls International plc or its subsidiaries to issue or incur other debt or issue preferred stock. However, it does contain covenants that, subject to certain exceptions, limit the company's ability and certain subsidiaries' ability to incur certain liens, enter into sale and leaseback transactions, and engage in mergers or asset transfers.