JOHNSON CONTROLS INTERNATIONAL PLC (NYSE:JCI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive
Agreement.
The disclosure under Item 8.01 below regarding the Base Indenture
and Supplemental Indentures (each as defined below) is
incorporated under this Item 1.01 by reference.
Item 8.01 Other Events.
On February2, 2017, Johnson Controls International plc (the
Company) entered into an Underwriting Agreement (the Underwriting
Agreement), dated February2, 2017, among the Company and
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, for
themselves and as representatives of the several other
underwriters named therein (the Underwriters), under which the
Company agreed to sell to the Underwriters $500 million aggregate
principal amount of its 4.500% Senior Notes due 2047 (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
February2, 2017 (the Prospectus Supplement) and filed with the
U.S. Securities and Exchange Commission (the SEC) on February3,
2017, and the Prospectus, dated February1, 2017, that forms a
part of the Companys 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 February7, 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
Second Supplemental Indenture, dated February7, 2017, between the
Company and the Trustee (the Second 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,
without limitation, acquisitions, additions to working capital,
repurchase of ordinary shares, dividends, capital expenditures,
investments in subsidiaries and repayment of indebtedness,
including repayment of a portion of its outstanding commercial
paper.
The Notes are the Companys unsecured, unsubordinated obligations
and rank senior in right of payment to the Companys 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 Companys existing and future indebtedness and
other obligations that are not so subordinated; effectively
junior to any of the Companys 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 Companys subsidiaries.
The Notes will mature on February15, 2047 and will bear interest
at a rate of 4.500% per annum. The date from which interest will
accrue on the Notes will be February7, 2017 or, if later, the
most recent interest payment date to which interest has been paid
or provided for. Interest on the Notes will be payable on
February15 and August15 of each year, beginning on August15,
2017.
Prior to August15, 2046 (six months prior to the maturity date of
the Notes), the Company may, at its option, redeem the Notes, in
whole at any time or in part from time to time, at a redemption
price equal to the greater of 50% of the principal amount of the
Notes to be redeemed and a make-whole amount, plus, in either
situation, accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date. On or after August15, 2046 (six
months prior to the maturity date of the Notes), the Company may,
at its option, redeem the Notes, in whole at any time or in part
from time to time, at a redemption price equal to 50% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the
redemption date.
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 holders 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 Second 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 agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. In addition,
certain representations and warranties were made only as of the
date of the applicable agreement or such other date as is
specified in the agreement. Moreover, information concerning
the subject matter of the representations and warranties may
change after the date of the applicable agreement, which
subsequent information may or may not be fully reflected in the
parties public disclosures. Accordingly, such agreements are
included with this filing only to provide investors with
information regarding the terms of those agreements, and not to
provide investors with any other factual information regarding
the parties, their respective affiliates or their respective
businesses. These agreements should not be read alone, but
should instead be read in conjunction with the periodic and
current reports and statements that the Company and/or its
subsidiaries file with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
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ExhibitDescription |
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1.1 |
Underwriting Agreement, dated February2, 2017, among |
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4.1 |
Indenture, dated December28, 2016, between Johnson |
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4.2 |
Second Supplemental Indenture, dated February7, 2017, |
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4.3 |
Formof the Notes (included in Exhibit4.2). |
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5.1 |
Opinion of Wachtell, Lipton, Rosen Katz. |
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5.2 |
Opinion of Arthur Cox. |
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23.1 |
Consent of Wachtell, Lipton, Rosen Katz (included in |
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23.2 |
Consent of Arthur Cox (included in Exhibit5.2). |
JOHNSON CONTROLS INTERNATIONAL PLC (NYSE:JCI) Recent Trading Information
JOHNSON CONTROLS INTERNATIONAL PLC (NYSE:JCI) closed its last trading session up +0.24 at 42.54 with 6,650,697 shares trading hands.