JOHNSON CONTROLS INTERNATIONAL PLC Item 1.01 Entry Into a Material Definitive Agreement.
The disclosure under Item 8.01 below regarding the Indenture and the terms of the Notes (each as defined below) is incorporated under this Item 1.01 by reference.
Item 8.01 Other Events. Offering of the Notes
On
The Notes were issued pursuant to the Prospectus Supplement, dated
The Issuers intend to allocate an amount equal to the net proceeds from the Notes Offering to finance or refinance, in whole or in part, certain eligible green projects. Pending allocation for such purposes, the Issuers intend to hold or invest an amount equal to the balance of the net proceeds not yet allocated in cash, cash equivalents and/or treasury securities.
Indenture
On
Terms of the Notes
Ranking: The Notes are the Issuers' unsecured, unsubordinated obligations and rank senior in right of payment to the Issuers' existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; equal in right of payment to the Issuers' existing and future indebtedness and other obligations that are not so subordinated; effectively junior to any of the Issuers' secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness or other obligations; and structurally junior to all existing and future indebtedness and other obligations incurred by the Issuers' subsidiaries.
Interest and Maturity: The Notes will bear interest at a rate equal 1.750% per
annum, which will be payable semi-annually in arrears on
Redemption. At any time prior to
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Change of Control: Upon the occurrence of a Change of Control Triggering Event (as such term is defined in the Indenture), unless the Issuers have exercised their right to redeem the Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Indenture (or have defeased the Notes as described therein), each holder of Notes will have the right to require the Issuers to purchase all or a portion of such holder's Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase.
Covenants: The Indenture does not limit the ability of the Company or its subsidiaries to issue or incur other debt or issue preferred stock. Subject to certain exceptions, the Indenture contains covenants that, among other things, limit the Company's ability and the ability of certain of the Company's subsidiaries to incur certain liens and enter into certain sale and leaseback transactions and enter into mergers or consolidations or transfer all or substantially all of their assets.
The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes.
The following exhibits are filed with this Current Report on Form 8-K and are
incorporated by reference herein and into the Registration Statement: (i) the
Underwriting Agreement, (ii) the Base Indenture, (iii) the Fifth Supplemental
Indenture, (iv) the legal opinion of
The representations, warranties and covenants of each party set forth in the
agreements described in this Current Report on Form 8-K have been made only for
purposes of, and were and are solely for the benefit of the parties to, the
applicable agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the
agreement instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from
those applicable to investors. In addition, certain representations and
warranties were made only as of the date of the applicable agreement or such
other date as is specified in the agreement. Moreover, information concerning
the subject matter of the representations and warranties may change after the
date of the applicable agreement, which subsequent information may or may not be
fully reflected in the parties' public disclosures. Accordingly, such agreements
are included with this filing only to provide investors with information
regarding the terms of those agreements, and not to provide investors with any
other factual information regarding the parties, their respective affiliates or
their respective businesses. These agreements should not be read alone, but
should instead be read in conjunction with the periodic and current reports and
statements that the Company and/or its subsidiaries file with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit Description 1.1 Underwriting Agreement, datedSeptember 8, 2020 , amongJohnson Controls International plc ,Tyco Fire & Security Finance S.C.A., andBofA Securities, Inc. andING Financial Markets LLC , for themselves and as representatives of the several other underwriters named therein. 4.1 Indenture, datedDecember 28, 2016 , betweenJohnson Controls International plc andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.1 toJohnson Controls International plc's Current Report on Form 8-K filed with theSEC onDecember 28, 2016 ). 4.2 Fifth Supplemental Indenture, datedSeptember 11, 2020 , amongJohnson Controls International plc ,Tyco Fire &Security Finance S.C.A. andU.S. Bank National Association , as trustee (attaching form of the Notes). 4.3 Form of the Notes (included in Exhibit 4.2). 5.1 Opinion ofSimpson Thacher & Bartlett LLP . 5.2 Opinion ofArthur Cox . 5.3 Opinion of Allen & Overy, Société en Commandite Simple. 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1). 23.2 Consent ofArthur Cox (included in Exhibit 5.2). 23.3 Consent of Allen & Overy, Société en Commandite Simple (included in Exhibit 5.3). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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