JOHNSON CONTROLS INTERNATIONAL PLC (NYSE:JCI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
The disclosure under Item 8.01 below regarding the Base Indenture and Supplemental Indenture (each as defined below) is incorporated under this Item 1.01 by reference.
Item 8.01 Other Events.
On November28, 2017, Johnson Controls International plc (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated November28, 2017, among the Company, Commerzbank Aktiengesellschaft, Danske Bank A/S and UniCredit Bank AG, for themselves and as representatives of the several other underwriters named therein (the “Underwriters”), and the other Underwriters party thereto, under which the Company agreed to sell to the Underwriters €750 million aggregate principal amount of its 0.000% Senior Notes due 2020 (the “Notes”) in an offering registered under the Securities Act of 1933, as amended (the “Notes Offering”).
The Notes were issued to the Prospectus Supplement, dated November28, 2017 (the “Prospectus Supplement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”) on November[29], 2017, and the Prospectus, dated February1, 2017, that forms a part of the Company’s registration statement on FormS-3 (File No.333-215863), filed with the SEC on February1, 2017 (the “Registration Statement”) and which automatically became effective under the Securities Act of 1933, as amended, upon filing to Rule462(e)promulgated thereunder.
On December4, 2017, the Company completed the Notes Offering. The Notes were issued under that certain Indenture (the “Base Indenture”), dated as of December28, 2016, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and the Fourth Supplemental Indenture, dated December4, 2017, among the Company, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Fourth Supplemental Indenture” and the Base Indenture, as so supplemented, the “Indenture”).
The Company intends to use the net proceeds from the Notes Offering for general corporate purposes, which may include acquisitions, additions to working capital, repurchase of ordinary shares, dividends, capital expenditures, investments in its subsidiaries and repayment of indebtedness.
The Notes are the Company’s unsecured, unsubordinated obligations and rank senior in right of payment to the Company’s existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; equal in right of payment to the Company’s existing and future indebtedness and other obligations that are not so subordinated; effectively junior to any of the Company’s secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness or other obligations; and structurally junior to all existing and future indebtedness and other obligations incurred by the Company’s subsidiaries.
The Notes will mature on December4, 2020.
Upon the occurrence of a Change of Control Triggering Event (as such term is defined in the Base Indenture), unless the Company has exercised its right to redeem the Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Indenture (or have defeased the Notes as described therein), each holder of Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase.
Copies of the Underwriting Agreement, the Base Indenture and the Fourth Supplemental Indenture are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. The Company is filing Exhibits 5.1 and 5.2 below as exhibits to this Current Report on form 8-K for the purpose of incorporating them as exhibits to the Registration Statement and such exhibits are incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the agreements described in this Current Report on Form8-K have been made only for purposes of, and were and are solely for the benefit of the parties to, the applicable agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
