Item 1.01. Entry into a Material Definitive Agreement.
On
On
Borrowings under the Credit Agreements will bear interest at the LIBO Rate (as defined in each Credit Agreement) determined for the interest period or, at the Company's election, the Base Rate (as defined in each Credit Agreement), plus, in each case, an applicable margin based on the credit rating of the Company's senior unsecured long-term debt. Each Credit Agreement will also require the Company to pay a facility fee on the aggregate amount of the lenders' commitments, whether or not drawn, at a rate determined by reference to the credit rating of the Company's senior unsecured long-term debt. Under each Credit Agreement, the interest rate and facility fee rate are subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified sustainability targets with respect to workplace safety and greenhouse gas emissions. Such upward or downward sustainability adjustments may be up to 4.5 basis points per annum in the case of the interest rate and up to 0.75 basis points per annum in the case of the facility fee rate.
The borrowings under the Credit Agreements will be used for general business purposes and will not be secured with liens on any of the Company's or its subsidiaries' assets. The Company will guarantee all borrowings by the subsidiary Borrowers under the Credit Agreements.
Each Credit Agreement contains various restrictions and covenants applicable to
the Company and, with certain exceptions, its subsidiaries. Among other
requirements, the Company must maintain consolidated shareholders' equity of at
least
Each Credit Agreement also contains customary events of default. If an event of default under a Credit Agreement occurs and is continuing, then the applicable administrative agent may terminate the lender commitments under such Credit Agreement and declare any outstanding obligations thereunder to be immediately due and payable. In addition, if the Company or any of its significant subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Credit Agreements will automatically become immediately due and payable.
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The foregoing description of the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the New 5-Year Credit Agreement and the 364-Day Credit Agreement, as applicable, filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. In the ordinary course of business, certain of the lenders under the Credit Agreements and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and/or one or more of its subsidiaries for which they have received, and may in the future receive, compensation.
Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed herewith: Exhibit Description 10.1 Credit Agreement, dated as ofDecember 5, 2019 , amongJohnson Controls International plc , certain of its subsidiaries party thereto from time to time, the lenders party thereto from time to time, andJPMorgan Chase Bank, N.A ., as administrative agent 10.2 364-Day Credit Agreement, dated as ofDecember 5, 2019 , amongJohnson Controls International plc , certain of its subsidiaries party thereto from time to time, the lenders party thereto from time to time, andJPMorgan Chase Bank, N.A ., as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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