Item 8.01
Other Events.
On March 9, 2017, Johnson Controls International plc (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated March 9, 2017, among the Company, Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and ING Bank N.V., for themselves and as representatives of the several other underwriters named therein (the “Underwriters”), and the other Underwriters party thereto, under which Johnson Controls agreed to sell to the Underwriters €1 billion aggregate principal amount of its 1.000% Senior Notes due 2023 (the “Notes”) in an offering registered under the Securities Act of 1933, as amended (the “Notes Offering”).
The Notes were issued pursuant to the Prospectus Supplement, dated March 9, 2017 (the “Prospectus Supplement”) and filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2017, and the Prospectus, dated February 1, 2017, that forms a part of the Company’s registration statement on Form S-3 (File No. 333-215863), filed with the SEC on February 1, 2017 (the “Registration Statement”) and which automatically became effective under the Securities Act of 1933, as amended, upon filing pursuant to Rule 462(e) promulgated thereunder.
On March 15, 2017, the Company completed the Notes Offering. The Notes were issued under that certain Indenture (the “Base Indenture”), dated as of December 28, 2016, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and Third Supplemental Indenture, dated March 15, 2017, among the Company, the Trustee and
Elavon Financial Services DAC, UK Branch, as paying agent (the “Third 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 our subsidiaries and repayment of indebtedness, including repayment of a portion of its outstanding commercial paper.
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 September 15, 2023 and will bear interest at a rate of 1.000% per annum. The date from which interest will accrue on the Notes will be March 15, 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 paid annually in arrears on September 15 of each year, beginning on September 15, 2017.
Prior to June 15, 2023 (three 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 100% 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 June 15, 2023 (three 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 100% 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 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.
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