Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-236195 and
333-236195-01
The information in this Preliminary
Prospectus Supplement and the accompanying Prospectus is not complete and may be changed. This Preliminary Prospectus Supplement and the accompanying Prospectus are not an offer to sell the Notes nor do they seek an offer to buy the Notes in any
jurisdiction where the offer or sale is not permitted.
Subject to completion, dated September 13, 2021
Preliminary Prospectus Supplement
(To Prospectus Dated September 4, 2020)
JOHNSON CONTROLS INTERNATIONAL PLC
TYCO FIRE & SECURITY FINANCE S.C.A.
$ % Sustainability-Linked Senior Notes due 2031
Johnson Controls International plc (the Company) and Tyco Fire & Security Finance S.C.A., a wholly owned
subsidiary of the Company (the Co-Issuer and together with the Company, the Issuers), are offering
$ aggregate principal amount of % Sustainability-Linked Senior Notes due 2031 (the Notes). The Issuers will pay interest on the Notes
semiannually in arrears on and of each year,
beginning , 2022.
The Notes will initially bear interest at a rate of % per annum and will mature
on , 2031, unless previously redeemed as described below. From and
including , 2026 (or if such day is not a Business Day, the next succeeding Business Day) (the Interest Rate Step Up
Date), the interest rate payable on the Notes shall be increased by, in aggregate, (i) an additional 12.5 basis points per annum unless the Issuers have notified the Trustee in writing on or before the date that is 15 days prior to
the Interest Rate Step Up Date (the Notification Date) in the form of an Officers Certificate certifying that such officers have determined that the Issuers have satisfied the Scope 1 and Scope 2 Emissions Sustainability
Performance Target and received an Assurance Letter from the External Verifier and (ii) an additional 12.5 basis points per annum unless the Issuers have notified the Trustee in writing on or before the Notification Date in the form of an
Officers Certificate certifying that such officers have determined that the Issuers have satisfied the Scope 3 Emissions Sustainability Performance Target and received a related Assurance Letter from the External Verifier. See
Description of NotesMaturity and Interest.
The Issuers may redeem some or all of the Notes at the redemption
prices set forth in this prospectus supplement. In addition, we may, at our option, redeem all, but not less than all, of the Notes at any time upon the occurrence of specified tax events as described herein. If we experience a Change of Control
Triggering Event (as defined herein), unless we have exercised our right to redeem the Notes or have defeased the Notes as described herein, we will be required to offer to purchase the Notes from holders. See Description of
NotesOffer to Repurchase Upon Change of Control Triggering Event.
We intend to list the Notes on the New York Stock
Exchange. Trading in the Notes is expected to begin within 30 days of the original issue date. If such a listing is obtained, we will have no obligation to maintain such listing, and we may delist the Notes at any time. There is currently no
established trading market for the Notes.
The Notes will be the Issuers unsecured, unsubordinated obligations. The Notes will rank
senior in right of payment to the Issuers 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 Issuers existing and future indebtedness
and other obligations that are not so subordinated; effectively junior to any of the Issuers 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 Issuers subsidiaries. The Notes will be issued only in denominations of $2,000 and whole multiples of $1,000 in excess thereof.
Investing in the Notes involves risks. See Risk Factors beginning on page S-10 of this prospectus supplement for important factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation (as
defined below) or the Luxembourg law dated 16 July 2019 on prospectuses for securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières).
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Price to the Public(1)
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Underwriting Discount
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Proceeds, before
expenses, to the Issuers(1)
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Per Note
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%
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%
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%
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Total
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$
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$
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$
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(1)
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Plus accrued interest
from , 2021 if settlement occurs after that date.
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Delivery of the Notes will be made in book-entry form only through The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about
, 2021.
Joint
Book-Running Managers
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Barclays
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Citigroup
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Credit Agricole CIB
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Sustainability-Linked Bond
Structuring Advisor
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Sustainability-Linked Bond
Structuring Advisor
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The date of this prospectus supplement is
, 2021.