CORK,
Ireland, Aug. 7, 2023 /PRNewswire/ -- 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 $100,000,000
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
|
$477,006,000
|
1
|
3.875% UST due
May 15, 2043
|
PX1
|
+110 bps
|
$50
|
4.500% Senior Notes
due
2047
|
478375AU2/
US478375AU25
|
$500,000,000
|
2
|
3.625% UST due
May 15, 2053
|
PX1
|
+130 bps
|
$50
|
|
|
|
|
|
|
|
|
(1)
|
The offers with respect
to the Securities are subject to the Aggregate Tender Cap (as
defined below) of $100,000,000.
|
(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
August 7, 2023 (as it may be amended
or supplemented from time to time, the "Offer to Purchase"), up to
$100,000,000 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
September 5, 2023, 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 August 18, 2023 (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.
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 9:00 a.m., New York
City time, on August 21, 2023.
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 September 7, 2023,
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 August 22,
2023, the second 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 August 18, 2023, 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. Morgan Stanley is the dealer manager for the tender offers.
Investors with questions regarding the tender offers may contact
Morgan Stanley at (212) 761-1057 (toll-free) or (800) 624-1808
(collect). D.F. King & Co., Inc. is the tender and information
agent for the tender offers and can be contacted at (888) 541-9895
(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 (888) 541-9895 (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 manage general
economic, business and capital market conditions, including the
impact of recessions and economic downturns; the ability to manage
macroeconomic and geopolitical volatility, including global price
inflation, shortages impacting the availability of raw materials
and component products and the conflict between Russia and Ukraine; the ability to develop or acquire new
products and technologies that achieve market acceptance and meet
applicable quality and regulatory requirements; the ability to
innovate and adapt to emerging technologies, ideas and trends in
the marketplace; the strength of the U.S. or other economies;
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; changes to laws or
policies governing foreign trade, including economic sanctions,
tariffs or trade restrictions; maintaining and improving the
capacity, reliability and security of the Company's enterprise
information technology infrastructure; the ability to manage the
lifecycle cybersecurity risk in the development, deployment and
operation of the Company's digital platforms and services; the
outcome of litigation and governmental proceedings; the risk of
infringement or expiration of intellectual property rights; the
Company's ability to manage the impacts of natural disasters,
climate change, pandemics and outbreaks of contagious diseases and
other adverse public health developments, such as the COVID-19
pandemic; the Company's ability 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, 2022, filed with the
U.S. Securities and Exchange Commission (the "SEC") on November 15, 2022 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
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
|
|
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SOURCE Johnson Controls