CORK,
Ireland, Aug. 21, 2023 /PRNewswire/ -- Johnson
Controls International plc (NYSE: JCI) (the "Company" or "Johnson
Controls") today announced the early tender results for its
previously announced cash tender offers (the "Tender Offers"), in
the order of priority set forth in the table below, for up to
$100,000,000 aggregate principal
amount (the "Aggregate Tender Cap") of the outstanding senior notes
listed in the table below (collectively, the "Securities" and each
a "series"). The Company also announced that it anticipates
increasing the Aggregate Tender Cap by an amount up to $15,000,000 aggregate principal amount, such that
the increased maximum purchase amount would be up to $115,000,000 aggregate principal amount of the
Securities, depending on the bid-side price of the applicable "U.S.
Treasury Reference Security" to be determined at 9:00 a.m., New York
City time, later today. Except as described in this press
release, all other terms of the Tender Offers as described in the
offer to purchase, dated August 7,
2023 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), remain unchanged.
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on August 18, 2023 (the "Early Tender Date"),
according to information provided by D.F. King & Co., the
tender and information agent for the Tender Offers, the aggregate
principal amount of each series of Securities set forth in the
table below under "Principal Amount Tendered" have been validly
tendered and not validly withdrawn in the Tender Offers. Withdrawal
rights for the Tender Offers expired at 5:00
p.m. New York City time on
August 18, 2023, and, accordingly,
Securities validly tendered in the Tender Offers may no longer be
withdrawn except where additional withdrawal rights are required by
law.
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)
|
Principal
Amount
Tendered
|
Percent
Tendered of
Amount
Outstanding
|
5.125% Senior Notes
due 2045
|
478375AS7 /
US478375AS78
|
$477,006,000
|
1
|
3.875% UST due
May 15,
2043
|
PX1
|
+110
bps
|
$50
|
$258,555,000
|
54.20 %
|
4.500% Senior Notes
due 2047
|
478375AU2/
US478375AU25
|
$500,000,000
|
2
|
3.625% UST due
May 15,
2053
|
PX1
|
+130
bps
|
$50
|
$87,855,000
|
17.57 %
|
|
|
(1)
|
The offers with respect
to the Securities are subject to the Aggregate Tender Cap, as it
may be increased. The Company will purchase up to the
Aggregate Tender Cap of its Securities, subject to the
Acceptance Priority Levels as set forth in the table above (each,
an "Acceptance Priority Level").
|
(2)
|
Per $1,000 principal
amount.
|
The Tender Offers 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. However, because the aggregate principal
amount of the Securities validly tendered and not validly withdrawn
as of the Early Tender Date exceeds $115,000,000 (i.e., the maximum Aggregate Tender
Cap as it may be increased) and because Securities tendered prior
to or at the Early Tender Date have priority over any Securities
tendered after the Early Tender Date, no Securities tendered after
the Early Tender Date will be accepted for purchase in the Tender
Offers, regardless of Acceptance Priority Levels.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable "Fixed Spread" for such series of Securities 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 as quoted on the applicable Bloomberg
Reference Page specified in the table above at 9:00 a.m., New York
City time, on August 21, 2023.
The Company expects to issue a press release on August 21, 2023 to announce the Reference Yield
(as defined in the Offer to Purchase) for each series of Securities
that will be used in determining the Total Consideration payable in
connection with the Tender Offers as well as the final principal
amounts accepted and the final upsize amount, if applicable.
Subject to the Acceptance Priority Levels, the Aggregate Tender
Cap and proration for the Securities, Securities tendered and not
validly withdrawn as of the Early Tender Date will be accepted for
purchase and payment on August 22,
2023 (the "Early Settlement Date"). Securities not accepted
for purchase on the Early Settlement Date will be promptly credited
to the account of the registered holder of such Securities with The
Depository Trust Company in accordance with the Offer to
Purchase.
The Company's obligation to accept for payment and to pay for
the Securities validly tendered in the Tender Offers is not subject
to any minimum tender condition, but is subject to the satisfaction
or waiver of the conditions described in the Offer to Purchase. The
Company reserves the right, subject to applicable law, at any time
to (i) waive any and all conditions to any of the Tender Offers,
(ii) extend or terminate any of the Tender Offers, (iii) increase,
decrease or eliminate the Aggregate Tender Cap at any time without
extending the applicable Withdrawal Deadline (as defined in the
Offer to Purchase) or (iv) otherwise amend any of the Tender Offers
in any respect. Any such change in the Aggregate Tender Cap may be
significant. Accordingly, holders should not tender any Securities
that they do not wish to be accepted in a Tender Offer.
Information Relating to the Tender Offers
Morgan Stanley is the dealer manager (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.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
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
CONTACT:
|
|
|
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 International plc