CORK, Ireland, May 15, 2019 /PRNewswire/ -- Johnson
Controls International plc (NYSE: JCI) today announced the pricing
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). Except as set forth in JCI's
prior press release dated the date hereof announcing the early
tender results of the Offers and the amendment with respect to the
Offer for the 6.000% notes due 2036 (the "6.000% 2036 Notes" and,
such amendment, the "6.000% 2036 Notes Amendment"), the terms and
conditions of the Offers set forth in the Offer to Purchase remain
unchanged.
The applicable total consideration to be paid for each
$1,000 principal amount (in the case
of U.S.-dollar denominated Notes) or €1,000 principal amount (in
the case of Euro-denominated Notes), as applicable, of Notes of
each series validly tendered and not validly withdrawn prior to or
at 5:00 p.m., New York City time, on May 14, 2019 (the "Early Tender Deadline") and
accepted for purchase by JCI is set forth in the column entitled
"Total Consideration" in the tables below (the "Total
Consideration"). The exchange rate for Euros was €1.00 =
US$1.1186 as of 10:00 a.m., New York
City time, on May 15,
2019.
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
|
Proration
Factor
|
Principal
Amount to be Accepted
|
Acceptance
Priority
Level(2)
|
Reference
Security /
Interpolated
Mid-Swap Rate
|
Reference
Yield
|
Fixed
Spread (bps)
|
Total
Consideration
(3)
|
4.250% notes due
2021
|
478375
AE8 /
US478375AE82
|
$446,908,000
|
$500,000,000(4)
|
$243,064,000
|
N/A
|
$243,064,000
|
1
|
T 2.250% due April
30, 2021
|
2.158%
|
40
|
$1,029.37
|
3.750% notes due
2021
|
478375
AF5 /
US478375AF57
|
$428,017,000
|
$263,254,000
|
97.62%
|
$256,936,000
|
2
|
T 2.250% due April
30, 2021
|
2.158%
|
40
|
$1,026.36
|
1.000% notes due
2023
|
XS1580476759
(ISIN)
|
€1,000,000,000
|
$125,000,000
|
€425,940,000
|
25.00%
|
€111,743,000
|
3
|
1.000% 2023 Notes
Interpolated Mid-Swap Rate
|
-0.112%
|
45
|
€1,026.78
|
3.900% notes due
2026
|
478375
AR9 /
US478375AR95
|
$686,518,000
|
$200,000,000
|
$314,907,000
|
63.56%
|
$199,995,000
|
4
|
T 2.625% due February
15, 2029
|
2.376%
|
80
|
$1,042.16
|
4.625% notes due
2023
|
478375
AQ1 /
US478375AQ13
|
$34,967,000
|
N/A
|
$10,285,000
|
N/A
|
$10,285,000
|
5
|
T 2.250% due April
30, 2024
|
2.145%
|
65
|
$1,059.15
|
3.625% notes due
2024
|
478375
AG3 /
US478375AG31
|
$467,887,000
|
N/A
|
$212,341,000
|
7.00%
|
$14,724,000
|
6
|
T 2.250% due April
30, 2024
|
2.145%
|
75
|
$1,032.97
|
1.375% notes due
2025
|
XS1539114287
(ISIN)
|
€422,576,000
|
N/A
|
€128,961,000
|
N/A
|
€0
|
7
|
2025 Notes
Interpolated Mid-Swap Rate
|
0.009%
|
65
|
€1,038.73
|
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
|
Proration
Factor
|
Principal
Amount to be Accepted
|
Acceptance
Priority
Level(2)(5)
|
Reference
Security
|
Reference
Yield
|
Fixed
Spread (bps)
|
Total
Consideration
(3)
|
5.125% notes due
2045
|
478375
AS7 /
US478375AS78
|
$727,005,000
|
$250,000,000
|
$275,733,000
|
90.70%
|
$249,999,000
|
1
|
T 3.375% due November
15, 2048
|
2.814%
|
165
|
$1,100.66
|
6.950% notes due
2045
|
478375
AM0 /
US478375AM09
|
$120,642,000
|
N/A
|
$88,960,000
|
N/A
|
$88,960,000
|
2
|
T 3.375% due November
15, 2048
|
2.814%
|
185
|
$1,345.92
|
6.000% notes due
2036
|
478375
AH1 /
US478375AH14
|
$391,964,000
|
$50,000,000
|
$211,236,000
|
N/A(5)
|
N/A(5)
|
3
|
T 3.375% due November
15, 2048
|
2.814%
|
155
|
$1,191.91
|
5.700% notes due
2041
|
478375
AJ7 /
US478375AJ79
|
$269,949,000
|
N/A
|
$80,320,000
|
N/A
|
$80,320,000
|
4
|
T 3.375% due November
15, 2048
|
2.814%
|
185
|
$1,140.70
|
5.250% notes due
2041
|
478375
AK4 /
US478375AK43
|
$241,955,000
|
N/A
|
$86,494,000
|
N/A
|
$86,494,000
|
5
|
T 3.375% due November
15, 2048
|
2.814%
|
185
|
$1,080.14
|
4.950% notes due
2064
|
478375
AN8 /
US478375AN81
|
$434,845,000
|
N/A
|
$329,935,000
|
28.63%
|
$94,227,000(6)
|
6
|
T 3.375% due November
15, 2048
|
2.814%
|
220
|
$988.54
|
4.625% notes due
2044
|
478375
AL2 /
US478375AL26
|
$443,659,000
|
N/A
|
$223,564,000
|
N/A
|
$0
|
7
|
T 3.375% due November
15, 2048
|
2.814%
|
185
|
$994.21
|
4.500% notes due
2047
|
478375
AU2 /
US478375AU25
|
$500,000,000
|
N/A
|
$98,474,000
|
N/A
|
$0
|
8
|
T 3.375% due November
15, 2048
|
2.814%
|
180
|
$982.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
|
(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)
|
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)
of Notes is included in the Total Consideration.
|
(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.
|
(5)
|
The 6.000% 2036 Notes
Offer Amendment extended 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. There will not be an
early settlement date for the 6.000% 2036 Notes. The settlement
date for the 6.000% 2036 Notes validly tendered on or before the
Early Tender Deadline (as defined herein) and not validly withdrawn
prior to the withdrawal deadline (as amended) and accepted for
purchase is expected to be May 31, 2019. 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 at or prior to
the Early Tender Deadline will be purchased, subject to the
Aggregate Maximum Purchase Amount (as defined below), the Pool 2
Maximum and the satisfaction of the terms and conditions of the
Offers.
|
(6)
|
4.950% notes due 2064
tendered on or prior to the Early Tender Deadline and not accepted
for purchase on the Early Settlement Date (as defined below) will
be held by The Depositary Trust Company pending purchase (if any)
on the Final Settlement Date (as defined below).
|
The applicable Total Consideration for each Series of Notes
validly tendered and not validly withdrawn on or prior to
the Early Tender Deadline was 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 deadline for holders of 6.000% 2036 Notes to validly
withdraw tenders of 6.000% 2036 Notes is 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" of
$1.5 billion aggregate principal
amount of Notes, 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 4.950% notes due 2064 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 4.950% notes due 2064 validly tendered and not validly
withdrawn prior to the Early Tender Deadline will be purchased,
subject to the Aggregate Maximum Purchase Amount, the Pool 2
Maximum and the satisfaction of the terms and conditions of the
Offers.
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, except with respect to the
6.000% 2036 Notes and the 4.950% notes due 2064, which will be held
by The Depositary Trust Company pending purchase (if any in the
case of the 4.950% notes due 2064) on the Final Settlement
Date.
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 Bank, 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.
About Johnson Controls:
Johnson Controls is a global diversified technology and multi
industrial leader serving a wide range of customers in more than
150 countries. Our 120,000 employees create intelligent buildings,
efficient energy solutions, integrated infrastructure and next
generation transportation systems that work seamlessly together to
deliver on the promise of smart cities and communities. 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 and creating greater value
for all of our stakeholders through strategic focus on our
buildings and energy growth platforms. For additional information,
please visit http://www.johnsoncontrols.com or follow us
@johnsoncontrols on Twitter.
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