CORK, Ireland, May 15, 2019 /PRNewswire/ -- Johnson
Controls International plc (NYSE: JCI) today announced the early
tender results of its previously announced cash tender offers
(each, an "Offer," and collectively, the "Offers") to purchase for
cash a portion of its outstanding 4.250% notes due 2021, 3.750%
notes due 2021, 1.000% notes due 2023, 3.900% notes due 2026,
4.625% notes due 2023, 3.625% notes due 2024, 1.375% notes due
2025, 5.125% notes due 2045, 6.950% notes due 2045, 6.000% notes
due 2036, 5.700% notes due 2041, 5.250% notes due 2041, 4.950%
notes due 2064, 4.625% notes due 2044 and 4.500% notes due 2047.
JCI's Offer to Purchase, dated May 1,
2019 (the "Offer to Purchase"), relates to fifteen separate
Offers, one for each series of notes and in the two separate pools
indicated in the tables below (each series, a "Series of Notes,"
and such notes, collectively, the "Notes," and such pools being
"Pool 1" and "Pool 2," as indicated in the tables below). JCI also
announced that it is amending its Offer solely with respect to its
outstanding 6.000% notes due 2036 (the "6.000% 2036 Notes" and,
such amendment with respect to such Series, the "6.000% 2036 Notes
Offer Amendment") to provide that the maximum aggregate principal
amount of 6.000% 2036 Notes that JCI will accept for purchase in
the Offer for such Notes is $50,000,000, as indicated in the table below, and
to extend the withdrawal deadline with respect to the 6.000% 2036
Notes to 11:59 p.m., New York City time, on May 29, 2019. Except as otherwise described in
this press release, the terms and conditions of the Offers set
forth in the Offer to Purchase remain unchanged.
According to information received from D.F. King & Co.,
Inc., the Tender Agent and Information Agent for the Offers, as of
5:00 p.m., New York City time, on May 14, 2019 (the "Early Tender Deadline"), JCI
had received valid tenders from holders of Notes that were not
validly withdrawn as set forth in the tables below under the
heading "Principal Amount Tendered."
Pool 1: Offers to
purchase for cash up to $850,000,000 aggregate principal amount of
the securities listed below in the priority listed below (the "Pool
1 Maximum").
|
|
Notes
|
CUSIP /
ISIN
|
Principal Amount
Outstanding Prior to the Offers
|
Series
Maximum(1)
|
Principal Amount
Tendered
|
Acceptance
Priority
Level(2)
|
Early
Tender
Premium(3)
|
Reference Security
/ Interpolated Mid-Swap Rate
|
Bloomberg
Reference
Page
|
Fixed
Spread(bps)
|
4.250% notes due
2021
|
478375
AE8 /
US478375AE82
|
$446,908,000
|
$500,000,000(4)
|
$243,064,000
|
1
|
$30
|
T 2.250% due April
30, 2021
|
FIT1
|
40
|
3.750% notes due
2021
|
478375
AF5 /
US478375AF57
|
$428,017,000
|
$263,254,000
|
2
|
$30
|
T 2.250% due April
30, 2021
|
FIT1
|
40
|
1.000% notes due
2023
|
XS1580476759
(ISIN)
|
€1,000,000,000
|
$125,000,000
|
€425,940,000
|
3
|
€30
|
1.000% 2023 Notes
Interpolated Mid-Swap Rate
|
ICAE1
|
45
|
3.900% notes due
2026
|
478375
AR9 /
US478375AR95
|
$686,518,000
|
$200,000,000
|
$314,907,000
|
4
|
$30
|
T 2.625% due February
15, 2029
|
FIT1
|
80
|
4.625% notes due
2023
|
478375
AQ1 /
US478375AQ13
|
$34,967,000
|
N/A
|
$10,285,000
|
5
|
$30
|
T 2.250% due April
30, 2024
|
FIT1
|
65
|
3.625% notes due
2024
|
478375
AG3 /
US478375AG31
|
$467,887,000
|
N/A
|
$212,341,000
|
6
|
$30
|
T 2.250% due April
30, 2024
|
FIT1
|
75
|
1.375% notes due
2025
|
XS1539114287
(ISIN)
|
€422,576,000
|
N/A
|
€128,961,000
|
7
|
€30
|
2025 Notes
Interpolated Mid-Swap Rate
|
ICAE1
|
65
|
Pool 2: Offers to
purchase for cash up to $650,000,000 aggregate principal amount of
the securities listed below in the priority listed below (the "Pool
2 Maximum").
|
|
Notes
|
CUSIP /
ISIN
|
Principal Amount
Outstanding Prior to the Offers
|
Series
Maximum(1)
|
Principal Amount
Tendered
|
Acceptance
Priority
Level(2)
|
Early
Tender
Premium(3)
|
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread(bps)
|
5.125% notes due
2045
|
478375
AS7 /
US478375AS78
|
$727,005,000
|
$250,000,000
|
$275,733,000
|
1
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
165
|
6.950% notes due
2045
|
478375
AM0 /
US478375AM09
|
$120,642,000
|
N/A
|
$88,960,000
|
2
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
185
|
6.000% notes due
2036
|
478375
AH1 /
US478375AH14
|
$391,964,000
|
$50,000,000
|
$211,236,000
|
3
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
155
|
5.700% notes due
2041
|
478375
AJ7 /
US478375AJ79
|
$269,949,000
|
N/A
|
$80,320,000
|
4
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
185
|
5.250% notes due
2041
|
478375
AK4 /
US478375AK43
|
$241,955,000
|
N/A
|
$86,494,000
|
5
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
185
|
4.950% notes due
2064
|
478375
AN8 /
US478375AN81
|
$434,845,000
|
N/A
|
$329,935,000
|
6
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
220
|
4.625% notes due
2044
|
478375
AL2 /
US478375AL26
|
$443,659,000
|
N/A
|
$223,564,000
|
7
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
185
|
4.500% notes due
2047
|
478375
AU2 /
US478375AU25
|
$500,000,000
|
N/A
|
$98,474,000
|
8
|
$30
|
T 3.375% due November
15, 2048
|
FIT1
|
180
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The "Series Maximum"
for each Series of Notes represents the maximum aggregate principal
amount of Notes of such Series that will be purchased in the
applicable Offer. The Series Maximum for the 6.000% 2036 Notes
reflects the 6.000% 2036 Notes Offer Amendment.
|
|
|
(2)
|
Subject to
satisfaction or waiver of the conditions of the Offers, the
Acceptance Priority Level procedures will operate concurrently but
separately for the Pool 1 Notes and the Pool 2 Notes at each
settlement date for Notes purchased in the Offers.
|
|
|
(3)
|
Per $1,000 principal
amount (in the case of U.S. dollar-denominated Notes) and €1,000
principal amount (in the case of Euro-denominated Notes), as
applicable, validly tendered and not validly withdrawn and accepted
for purchase in the applicable Offer at or prior to the Early
Tender Deadline. The Early Tender Premium is included in the
applicable Total Consideration for such Series of Notes.
|
|
|
(4)
|
The Series Maximum
for the 4.250% notes due 2021 and 3.750% notes due 2021,
collectively, is $500,000,000 aggregate principal
amount.
|
Subject to the "Aggregate Maximum Purchase Amount" of
$1.5 billion aggregate principal
amount of Notes, the Series Maximums (as amended by the 6.000% 2036
Notes Offer Amendment), the Pool 1 Maximum and the Pool 2 Maximum,
proration and the terms and conditions of the Offers, the
consideration to be paid in the Offers for each Series of Notes
(such consideration, the "Total Consideration") validly tendered on
or before the Early Tender Deadline and accepted for purchase by
JCI will be determined in the manner described in the Offer to
Purchase by reference to the applicable fixed spread for such
Series of Notes set forth in the column entitled "Fixed Spread" in
the applicable table above, over (i) in the case of the U.S.
dollar-denominated Notes, the applicable yield based on the bid
side price of the applicable reference security set forth for such
Series of Notes in the column entitled "Reference Security" or
"Reference Security/Interpolated Mid-Swap Rate" in the applicable
table above and (ii) in the case of the Euro-denominated Notes, the
applicable interpolated mid-swap rate set forth for such Series of
Notes in the column entitled "Reference Security/Interpolated
Mid-Swap Rate" in the applicable table above, in each case, as
calculated by the Lead Dealer Managers (as defined below) at
10:00 a.m., New York City time, on May 15, 2019. The Total Consideration includes an
early tender premium of $30 per
$1,000 in aggregate principal amount
(in the case of U.S. dollar-denominated Notes) or €30 per €1,000 in
aggregate principal amount (in the case of Euro-denominated Notes),
as applicable, of Notes accepted for purchase in the Offers (the
"Early Tender Premium"). The aggregate purchase price for the Notes
accepted for purchase will include accrued and unpaid interest, if
any, from the last interest payment date for the applicable Series
of Notes up to, but not including, the applicable settlement
date.
Each Offer will expire at 11:59
p.m., New York City time,
on May 29, 2019, unless extended or
earlier terminated. However, because the aggregate principal amount
of the Notes validly tendered and not validly withdrawn as of the
Early Tender Deadline exceeds each of the Pool 1 Maximum and the
Pool 2 Maximum and because Notes tendered prior to or at the Early
Tender Deadline have priority over any Notes tendered after the
Early Tender Deadline (including any 6.000% 2036 Notes withdrawn
after the Early Tender Deadline and thereafter re-tendered on or
before the Expiration Date), no Notes tendered after the Early
Tender Deadline will be accepted for purchase in the Offers,
regardless of Acceptance Priority Levels. The 6.000% 2036 Notes
Offer Amendment extends the deadline for holders of 6.000% 2036
Notes to validly withdraw tenders of 6.000% 2036 Notes to
11:59 p.m., New York City time, on May 29, 2019. The deadline for holders of all
other Series of Notes to validly withdraw tenders of such Notes has
passed. Accordingly, Notes (other than the 6.000% 2036 Notes) that
were tendered at or before the Early Tender Deadline may not be
withdrawn or revoked, except as required by applicable law.
Subject to the Aggregate Maximum Purchase Amount, the Pool 1
Maximum, the Pool 2 Maximum, the Series Maximums (as amended by the
6.000% 2036 Notes Offer Amendment) and proration for the Notes,
Notes (other than the 6.000% 2036 Notes and any other Pool 2 Notes
validly tendered and not validly withdrawn as of the Early Tender
Deadline and subsequently accepted for purchase (if any)) tendered
and not validly withdrawn in each of Pool 1 and Pool 2 as of the
Early Tender Deadline will be accepted for purchase and payment on
the Early Settlement Date (as defined below). There will not be an
early settlement date for the 6.000% 2036 Notes.
The settlement date for the Notes (other than the 6.000% 2036
Notes) validly tendered on or before the Early Tender Deadline and
accepted for purchase (the "Early Settlement Date") is expected to
be May 17, 2019. The settlement date
for the 6.000% 2036 Notes validly tendered on or before the Early
Tender Deadline and not validly withdrawn on or before the
withdrawal deadline (as amended) and accepted for purchase is
expected to be May 31, 2019 (the
"Final Settlement Date"). In the event the amount of 6.000% 2036
Notes validly tendered on or before the Early Tender Deadline and
not validly withdrawn prior to the withdrawal deadline (as amended)
is less than the Series Maximum for such 6.000% 2036 Notes,
additional Notes of lower Acceptance Priority Levels within Pool 2
validly tendered and not validly withdrawn prior to the Early
Tender Deadline will be purchased, subject to the satisfaction of
the terms and conditions of the Offers.
Pool 1 Notes not accepted for purchase on the Early Settlement
Date will be promptly credited to the account of the registered
holder of such Notes with The Depository Trust Company (in the case
of U.S. dollar-denominated Notes) or Clearstream Banking, S.A. or
Euroclear Bank S.A./N.V. (in the case of Euro-denominated Notes) in
accordance with the Offer to Purchase.
JCI's obligation to accept for purchase, and to pay for, Notes
that are validly tendered and not validly withdrawn pursuant to
each Offer is conditioned on the satisfaction or waiver by JCI of a
number of conditions as described in the Offer to Purchase. No
Offer is conditioned on the consummation of the other Offers, or on
the receipt of financing.
BofA Merrill Lynch and Citigroup are acting as the Lead Dealer
Managers (the "Lead Dealer Managers") and D. F. King & Co.,
Inc. is acting as the Tender Agent and Information Agent for the
Offers. Requests for documents may be directed to D.F. King &
Co., Inc. in New York at (866)
342-4884 (toll free) or in London
at +44 20 7920-9700 (collect) or via email at jci@dfking.com.
Questions regarding the Offers may be directed to BofA Merrill
Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect) and
Citigroup at (800) 558-3745 (toll free) or (212) 723-6106
(collect). COMMERZBANK, Credit Agricole CIB, Danske Markets,
Deutsche Bank Securities, ICBC Standard Bank, ING, J.P. Morgan,
MUFG, Standard Chartered, TD Securities and UniCredit Capital
Markets are acting as Co-Dealer Managers for the Offers (the
"Co-Dealer Managers").
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities. The Offers to
purchase the Notes are only being made pursuant to the terms of the
Offer to Purchase. The Offers are not being made in any state or
jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of JCI, the Lead Dealer Managers, the
Co-Dealer Managers, or the Tender Agent and Information Agent is
making any recommendation as to whether or not Holders should
tender their Notes in connection with the Offers.
About Johnson Controls:
Johnson Controls is a global leader creating a safe, comfortable
and sustainable world. Our 105,000 employees create intelligent
buildings, efficient energy solutions and integrated infrastructure
that work seamlessly together to deliver on the promise of smart
cities and communities in 150 countries. Our commitment to
sustainability dates back to our roots in 1885, with the invention
of the first electric room thermostat. We are committed to helping
our customers win everywhere, every day and creating greater value
for all of our stakeholders through our strategic focus on
buildings. For additional information, please visit
http://www.johnsoncontrols.com or follow us @johnsoncontrols on
Twitter.
Johnson Controls International plc
Cautionary Statement Regarding Forward-Looking
Statements
Johnson Controls International plc has made statements in this
communication that are forward-looking and therefore are subject to
risks and uncertainties. All statements in this document other than
statements of historical fact are, or could be, "forward-looking
statements." In this communication, statements regarding Johnson
Controls' future financial position, sales, costs, earnings, cash
flows, other measures of results of operations, synergies and
integration opportunities, capital expenditures and debt levels are
forward-looking statements. Words such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe," "should,"
"forecast," "project" or "plan" and terms of similar meaning are
also generally intended to identify forward-looking statements.
However, the absence of these words does not mean that a statement
is not forward-looking. Johnson Controls cautions that these
statements are subject to numerous important risks, uncertainties,
assumptions and other factors, some of which are beyond Johnson
Controls' control, that could cause Johnson Controls' actual
results to differ materially from those expressed or implied by
such forward-looking statements, including, among others, risks
related to: any delay or inability of Johnson Controls to realize
the expected benefits and synergies of recent portfolio
transactions such as the merger with Tyco and the spin-off of
Adient, changes in tax laws (including but not limited to the
recently enacted Tax Cuts and Jobs Act), regulations, rates,
policies or interpretations, the loss of key senior management, the
tax treatment of recent portfolio transactions, significant
transaction costs and/or unknown liabilities associated with such
transactions, the outcome of actual or potential litigation
relating to such transactions, the risk that disruptions from
recent transactions will harm Johnson Controls' business, the
strength of the U.S. or other economies, changes to laws or
policies governing foreign trade, including increased tariffs or
trade restrictions, automotive vehicle production levels, mix and
schedules, energy and commodity prices, the availability of raw
materials and component products, currency rates and cancellation
of or changes to commercial arrangements, and with respect to the
disposition of the Power Solutions business, whether the strategic
benefit of the Power Solutions transaction can be achieved. A
detailed discussion of risks related to Johnson Controls' business
is included in the section entitled "Risk Factors" in Johnson
Controls' Annual Report on Form 10-K for the 2018 fiscal year filed
with the SEC on November 20, 2018 and
its Quarterly Report on Form 10-Q for the period ended March 31, 2019 filed with the SEC on May 3, 2019, which are available at www.sec.gov/
and www.johnsoncontrols.com under the "Investors" tab.
Shareholders, potential investors and others should consider these
factors in evaluating the forward-looking statements and should not
place undue reliance on such statements. The forward-looking
statements included in this communication are made only as of the
date of this document, unless otherwise specified, and, except as
required by law, Johnson Controls assumes no obligation, and
disclaims any obligation, to update such statements to reflect
events or circumstances occurring after the date of this
communication.
CONTACT:
Investors:
Antonella Franzen
(609) 720-4665
Ryan Edelman
(609) 720-4545
Media:
Fraser Engerman
(414) 524-2733
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SOURCE Johnson Controls