What is the primary purpose of this offering?

Johnson Controls International plc issued these additional senior notes primarily to raise capital for general corporate purposes, which include repaying or refinancing existing commercial paper and other short-term debt obligations.

How does this offering affect the company's existing debt?

This offering increases the aggregate principal amount of the company's 4.900% Senior Notes due 2032 from $400 million to $650 million. The new notes are identical to the existing ones in terms and are fungible, meaning they will be treated as a single series for U.S. federal income tax purposes.

What are the key terms of these new senior notes?

The 4.900% Senior Notes due 2032 mature on December 1, 2032. They bear interest at an annual rate of 4.900%, payable semi-annually on June 1 and December 1. These notes are unsecured and unsubordinated obligations of the Issuers.

Are there any immediate changes to the company's financial covenants or restrictions due to this offering?

The Indenture governing these notes does not limit the ability of the Company or its subsidiaries to incur other debt or issue preferred stock. However, it does contain covenants that, subject to exceptions, limit the ability to incur certain liens, enter into sale and leaseback transactions, or merge or consolidate or transfer substantially all assets.

JCI 8-K SEC Disclosure — Dec 10, 2024

01—Abstract

Summary

Summary of the 8-K filed December 10, 2024. Cited figures are marked; the original filing is the authoritative source.

Johnson Controls International plc (JCI) announced the completion of an offering of $250 million^a aggregate principal amount of its 4.900% Senior Notes due 2032.

These "Additional 2032 Notes" are a further issuance and are fungible with the previously issued $400 million^b aggregate principal amount of the same series of notes, bringing the total outstanding principal amount of these senior notes to $650 million. The company intends to use the net proceeds from this offering for general corporate purposes, specifically mentioning the repayment or refinancing of outstanding commercial paper and other near-term indebtedness.

02—Key points

Key Highlights

Completion of a $250 million offering of 4.900% Senior Notes due 2032.
The new notes are fungible with existing 4.900% Senior Notes due 2032, increasing the total outstanding principal for this series to $650 million.
Proceeds are earmarked for general corporate purposes, including the repayment or refinancing of commercial paper and other short-term debt.
The offering was conducted under the company's existing shelf registration statement.
The notes are unsecured and unsubordinated obligations of the Issuers.
The notes mature on December 1, 2032, and carry a semi-annual interest rate of 4.900%.

03—Questions

Frequently Asked Questions

What is the primary purpose of this offering?
Johnson Controls International plc issued these additional senior notes primarily to raise capital for general corporate purposes, which include repaying or refinancing existing commercial paper and other short-term debt obligations.
How does this offering affect the company's existing debt?
This offering increases the aggregate principal amount of the company's 4.900% Senior Notes due 2032 from $400 million to $650 million. The new notes are identical to the existing ones in terms and are fungible, meaning they will be treated as a single series for U.S. federal income tax purposes.
What are the key terms of these new senior notes?
The 4.900% Senior Notes due 2032 mature on December 1, 2032. They bear interest at an annual rate of 4.900%, payable semi-annually on June 1 and December 1. These notes are unsecured and unsubordinated obligations of the Issuers.
Are there any immediate changes to the company's financial covenants or restrictions due to this offering?
The Indenture governing these notes does not limit the ability of the Company or its subsidiaries to incur other debt or issue preferred stock. However, it does contain covenants that, subject to exceptions, limit the ability to incur certain liens, enter into sale and leaseback transactions, or merge or consolidate or transfer substantially all assets.

04—Continue

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