Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):						May 20, 2024

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

Ireland

001-13836

98-0390500

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

One Albert Quay. Cork, Ireland, T12 X8N6

(Address of principal executive offices and postal code)


(353)	21-423-5000	Not Applicable
(Registrant’s telephone number)		(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01	JCI	New York Stock Exchange

3.625% Senior Notes due 2024	JCI24A	New York Stock Exchange
1.375% Notes due 2025	JCI25A	New York Stock Exchange
3.900% Notes due 2026	JCI26A	New York Stock Exchange
0.375% Senior Notes due 2027	JCI27	New York Stock Exchange
3.000% Senior Notes due 2028	JCI28	New York Stock Exchange
5.500% Senior Notes due 2029	JCI29	New York Stock Exchange
1.750% Senior Notes due 2030	JCI30	New York Stock Exchange
2.000% Sustainability-Linked Senior Notes due 2031	JCI31	New York Stock Exchange
1.000% Senior Notes due 2032	JCI32	New York Stock Exchange
4.900% Senior Notes due 2032	JCI32A	New York Stock Exchange
4.250% Senior Notes due 2035	JCI35	New York Stock Exchange
6.000% Notes due 2036	JCI36A	New York Stock Exchange
5.70% Senior Notes due 2041	JCI41B	New York Stock Exchange
5.250% Senior Notes due 2041	JCI41C	New York Stock Exchange
4.625% Senior Notes due 2044	JCI44A	New York Stock Exchange
5.125% Notes due 2045	JCI45B	New York Stock Exchange
6.950% Debentures due December 1, 2045	JCI45A	New York Stock Exchange
4.500% Senior Notes due 2047	JCI47	New York Stock Exchange
4.950% Senior Notes due 2064	JCI64A	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 8.01. Other Events.

Tender Offers

On May 20, 2024, Johnson Controls International plc (the “Company”), issued a press release announcing the commencement of cash tender offers (each, a “Tender Offer,” and collectively, the “Tender Offers”) to purchase in the order of priority set forth in the Offer to Purchase (as defined below) up to $90,000,000 in aggregate principal amount (as such amount may be increased or decreased by the Company pursuant to the terms of the Tender Offers and subject to applicable law, the “Aggregate Tender Cap”) of its 5.125% Senior Notes due 2045 and 4.500% Senior Notes due 2047 (together, the “Notes”). The Tender Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 20, 2024 (the “Offer to Purchase”). The Tender Offers are not conditioned upon the tender of any minimum principal amount of the Notes. The purchase of any series of Notes is not conditioned upon the purchase of any other series of Notes; however, any Notes validly tendered and accepted for purchase may be subject to proration as described in the Offer to Purchase. The Company will fund the purchase of Notes in the Tender Offers with cash on hand and/or ordinary course commercial paper borrowings.

The Tender Offers will expire at 5:00 p.m., New York City time, on June 18, 2024, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Tender Offers, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 3, 2024 (such time and date, as the same may be extended with respect to one or more Tender Offers, the “Early Tender Date”) in order to be eligible to receive the applicable Total Consideration (as set forth in the Offer to Purchase), which includes the Early Tender Payment (as set forth in the Offer to Purchase). Holders who validly tender their Notes after the Early Tender Date and at or prior to the Expiration Date will be eligible to receive only the Late Tender Offer Consideration (as set forth in the Offer to Purchase), which does not include the Early Tender Payment. Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on June 3, 2024, by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as provided for in the Offer to Purchase or required by applicable law.

A copy of the press release announcing the Tender Offers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description

99.1			Press release issued by Johnson Controls International plc, dated May 20, 2024, relating to the Tender Offers.

104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON CONTROLS INTERNATIONAL PLC

Date: May 20, 2024

By:

/s/ Richard J. Dancy

Name:

Richard J. Dancy

Title:

Vice President and Corporate Secretary

Exhibit 99.1

Johnson Controls Announces Cash Tender Offers for up to $90 million in Aggregate Principal Amount of Senior Notes

CORK, Ireland, May 20, 2024 – Johnson Controls International plc (NYSE: JCI) (the “Company” or “Johnson Controls”) today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the “Securities” and each a “series”).

Up to $90,000,000 Aggregate Principal Amount of Securities of Johnson Controls International plc Listed Below in the Acceptance Priority Levels Listed Below

Title of
Security

CUSIP No. /
ISIN No.

Principal Amount
Outstanding

Acceptance
Priority
Level(1)

U.S. Treasury
Reference
Security

Bloomberg
Reference
Page

Fixed
Spread

Early
Tender
Payment(2)(3)

5.125% Senior Notes due 2045

478375AS7 / US478375AS78

$372,006,000

4.500% UST due February 15, 2044

PX1

+90 bps

$50

4.500% Senior Notes due 2047

478375AU2 / US478375AU25

$500,000,000

4.500% UST due February 15, 2044

PX1

+90 bps

$50

__________

(1)The offers with respect to the Securities are subject to the Aggregate Tender Cap (as defined below) of $90,000,000.

(2)Per $1,000 principal amount.

(3)The Total Consideration (as defined below) for Securities validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase will be calculated using the applicable Fixed Spread (as set forth in the table above) and is inclusive of the Early Tender Payment (as defined below).

The tender offers consist of offers to purchase for cash, on the terms and conditions set forth in the offer to purchase, dated May 20, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), up to $90,000,000 aggregate principal amount of Securities (the “Aggregate Tender Cap”), for all Securities purchased in the tender offers. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Aggregate Tender Cap at any time and without extending the applicable Withdrawal Deadline, subject to applicable law. Any such change may be significant. Accordingly, holders should not tender any Securities that they do not wish to be accepted in a tender offer. The amount of each series of Securities that will be purchased will be determined in accordance with the acceptance priority levels set forth in the table above without exceeding the Aggregate Tender Cap and may be prorated as described in the Offer to Purchase. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

The tender offers for the Securities will expire at 5:00 p.m., New York City time, on June 18, 2024, or, in each case, any other date and time to which the Company extends the applicable tender offer (such date and time, as it may be extended with respect to a tender offer, the applicable “Expiration Date”), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on June 3, 2024 (such date and time, as it may be extended with respect to a tender offer, the applicable “Early Tender Date”), to be eligible to receive the Total Consideration, which is inclusive of an amount in cash equal to the amount set forth in the table above under the heading “Early Tender Payment” (the “Early Tender Payment”). If a holder validly tenders Securities after the applicable Early Tender Date but at or prior to the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest (as defined below).

The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of each series of Securities validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the applicable tender offer will be determined in accordance with the formula set forth in the Offer to Purchase by reference to the applicable fixed spread for such series specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on June 4, 2024. The “Late Tender Offer Consideration” is equal to the Total Consideration minus the Early Tender Payment.

Each tender offer will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered at or prior to the Expiration Date will be made on a date promptly following

the Expiration Date, which is currently anticipated to be June 21, 2024, the second business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered at or prior to the Early Tender Date on an earlier settlement date, which, if applicable, is currently anticipated to be June 6, 2024, the third business day after the Early Tender Date. Securities validly tendered at or prior to the Early Tender Date will be accepted for purchase in priority to other Securities validly tendered after the Early Tender Date, even if such Securities validly tendered after the Early Tender Date have a higher acceptance priority level than Securities validly tendered at or prior to the Early Tender Date.

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date (“Accrued Interest”).

Tendered Securities may be withdrawn at or prior to, but not after, 5:00 p.m., New York City time, on June 3, 2024, unless extended or otherwise required by applicable law (the “Withdrawal Deadline”). Subject to applicable law, the Company may extend the Early Tender Date without extending the Withdrawal Deadline with respect to a tender offer.

The tender offers are subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. The tender offers are not subject to minimum tender conditions.

Information Relating to the Tender Offers

The Offer to Purchase is being distributed to holders beginning today. BofA Securities is the dealer manager for the tender offers. Investors with questions regarding the tender offers may contact BofA Securities at (980) 387-3907 (collect) or by email at debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and information agent for the tender offers and can be contacted at (877) 283-0318 (bankers and brokers can call collect at (212) 269-5550) or by email at jci@dfking.com.

None of the Company or its affiliates, their respective boards of directors or managers, the dealer manager, the tender and information agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the tender offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

The full details of the tender offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at (877) 283-0318 (bankers and brokers can call collect at (212) 269-5550) or by email at jci@dfking.com.

About Johnson Controls

At Johnson Controls (NYSE: JCI), we transform the environments where people live, work, learn and play. As a global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings to serve people, places and the planet.

Building on a proud history of nearly 140 years of innovation, we deliver the blueprint of the future for industries such as healthcare, schools, data centers, airports, stadiums, manufacturing and beyond through OpenBlue, our comprehensive digital offering.

Today, with a global team of 100,000 experts in more than 150 countries, Johnson Controls offers the world’s largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry.

Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements

The Company has made statements in this communication that are forward-looking and therefore are subject to risks and uncertainties. Forward-looking statements may be identified by the use of words such as “may,” “will,”

“expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and terms of similar meaning in connection with a discussion of future operating or financial performance. However, the absence of these words does not mean that a statement is not forward-looking. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those expressed or implied by such forward- looking statements, including, among others, risks related to: the Company’s ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the Company’s ability to manage general economic, business and capital market conditions, including the impact of recessions, economic downturns and global price inflation; fluctuations in the cost and availability of public and private financing for the Company’s customers; the Company’s ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; the Company’s ability to manage macroeconomic and geopolitical volatility, including shortages impacting the availability of raw materials and component products and the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, including business, service, or operational disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; the Company’s ability to remediate its material weakness; maintaining and improving the capacity, reliability and security of the Company’s enterprise information technology infrastructure; the Company’s ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of the Company’s digital platforms and services; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other trade restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact the Company’s business operations or tax status; the ability to adapt to global climate change, climate change regulation and successfully meet the Company’s public sustainability commitments; risks and uncertainties related to the settlement with a nationwide class of public water systems concerning the use of aqueous film forming foam; the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; the Company’s ability to manage disruptions caused by catastrophic or geopolitical events, such as natural disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; the ability of the Company to drive organizational improvement; any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; the ability to hire and retain senior management and other key personnel; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements. Investors are therefore cautioned not to place undue reliance on any forward looking statements. For further discussion of certain of these factors, see Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 14, 2023 and in our subsequent and future filings with the SEC, which are available at www.sec.gov. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. The forward-looking statements included in this communication are made only as of the date of the document in which they are included, unless otherwise specified, and, except as required by law, the Company assumes no obligation, and disclaims any obligation, to update forward-looking statements to reflect events or circumstances occurring after the date of such document.


INVESTOR CONTACTS:			MEDIA CONTACTS:

Jim Lucas			Danielle Canzanella
Direct: 651.391.3182			Direct: 203.499.8297
Email: jim.lucas@jci.com			Email: danielle.canzanella@jci.com

Michael Gates
Direct: 414.524.5785
Email: michael.j.gates@jci.com

Document and Entity Information Document	May 20, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	JOHNSON CONTROLS INTERNATIONAL PLC
Entity Incorporation, State or Country Code	L2
Entity File Number	001-13836
Entity Tax Identification Number	98-0390500
Entity Address, Address Line One	One Albert Quay.
Entity Address, City or Town	Cork
Entity Address, Country	IE
Entity Address, Postal Zip Code	T12 X8N6
City Area Code	(353)
Local Phone Number	21-423-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000833444
Amendment Flag	false
Ordinary Shares, Par Value 0.01 [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, Par Value $0.01
Trading Symbol	JCI
Security Exchange Name	NYSE
Notes 3.625 Percent Due 2024 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.625% Senior Notes due 2024
Trading Symbol	JCI24A
Security Exchange Name	NYSE
Notes 1.375 Percent Due 2025 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.375% Notes due 2025
Trading Symbol	JCI25A
Security Exchange Name	NYSE
Notes 3.900 Percent Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	3.900% Notes due 2026
Trading Symbol	JCI26A
Security Exchange Name	NYSE
Notes 0.375 Percent Due 2027
Document Information [Line Items]
Title of 12(b) Security	0.375% Senior Notes due 2027
Trading Symbol	JCI27
Security Exchange Name	NYSE
Notes 3.000 Percent Due 2028
Document Information [Line Items]
Title of 12(b) Security	3.000% Senior Notes due 2028
Trading Symbol	JCI28
Security Exchange Name	NYSE
Notes 1.750 Percent Due 2030
Document Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes due 2030
Trading Symbol	JCI30
Security Exchange Name	NYSE
Sustainability-Linked Notes 2.000% due 2031
Document Information [Line Items]
Title of 12(b) Security	2.000% Sustainability-Linked Senior Notes due 2031
Trading Symbol	JCI31
Security Exchange Name	NYSE
Notes 1.000 Percent Due 2032
Document Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2032
Trading Symbol	JCI32
Security Exchange Name	NYSE
Notes 4.900 Percent Due 2032
Document Information [Line Items]
Title of 12(b) Security	4.900% Senior Notes due 2032
Trading Symbol	JCI32A
Security Exchange Name	NYSE
Notes 6.000 Percent Due 2036 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Notes due 2036
Trading Symbol	JCI36A
Security Exchange Name	NYSE
Notes 5.700 Percent Due 2041 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.70% Senior Notes due 2041
Trading Symbol	JCI41B
Security Exchange Name	NYSE
Notes 5.250 Percent Due 2041 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.250% Senior Notes due 2041
Trading Symbol	JCI41C
Security Exchange Name	NYSE
Notes 4.625 Percent due 2044 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.625% Senior Notes due 2044
Trading Symbol	JCI44A
Security Exchange Name	NYSE
Notes 5.125 Percent Due 2045 [Member]
Document Information [Line Items]
Title of 12(b) Security	5.125% Notes due 2045
Trading Symbol	JCI45B
Security Exchange Name	NYSE
Debentures 6.950 Percent Due December 1, 2045 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.950% Debentures due December 1, 2045
Trading Symbol	JCI45A
Security Exchange Name	NYSE
Notes 4.500 Percent Due 2047 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.500% Senior Notes due 2047
Trading Symbol	JCI47
Security Exchange Name	NYSE
Notes 4.950 Percent Due 2064 [Member]
Document Information [Line Items]
Title of 12(b) Security	4.950% Senior Notes due 2064
Trading Symbol	JCI64A
Security Exchange Name	NYSE
Notes 4.250 Percent Due 2035
Document Information [Line Items]
Title of 12(b) Security	4.250% Senior Notes due 2035
Trading Symbol	JCI35
Security Exchange Name	NYSE
Notes 5.500 Percent Due 2029
Document Information [Line Items]
Title of 12(b) Security	5.500% Senior Notes due 2029
Trading Symbol	JCI29
Security Exchange Name	NYSE

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