CORK,
Ireland, June 4, 2024 /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
$90,000,000 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 $27,000,000 aggregate principal amount, such that
the increased maximum purchase amount would be up to $117,000,000 aggregate principal amount of the
Securities, depending on the bid-side price of the applicable "U.S.
Treasury Reference Security" to be determined at 10:00 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 May 20, 2024
(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 June 3, 2024 (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not validly withdrawn in the Tender Offers.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
June 3, 2024, 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withdrawn except where additional withdrawal rights are required by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
|
$372,006,000
|
1
|
4.500%
UST due
February
15, 2044
|
PX1
|
+90
bps
|
$50
|
$164,999,000
|
44.35 %
|
4.500% Senior Notes
due 2047
|
478375AU2 /
US478375AU25
|
$500,000,000
|
2
|
4.500%
UST due
February
15, 2044
|
PX1
|
+90
bps
|
$50
|
$108,749,000
|
21.75 %
|
|
|
(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 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. However, because the aggregate
principal amount of the Securities validly tendered and not validly
withdrawn as of the Early Tender Date exceeds $117,000,000 (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 (the "Reference
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 10:00 a.m., New York City time, on June 4, 2024. The Company expects to issue a
press release on June 4, 2024 to
announce the Reference Yield 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 as it may be increased 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
June 6, 2024 (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 Tender Offers are not conditioned upon the tender of any
minimum principal amount of the Securities. The Company's
obligation to accept for purchase and to pay for Securities in the
Tender Offers 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 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 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
BofA Securities is the dealer manager (the "Dealer Manager") for
the Tender Offers. Investors with questions regarding the Tender
Offers may contact BofA Securities at (980) 387-3907 (collect),
(888) 292-0070 (toll-free) 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.
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 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
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