UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 15, 2019 (May 15, 2019)

 

 

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ireland   001-13836   98-0390500

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

One Albert Quay

Cork, Ireland

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: 353-21-423-5000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Ordinary Shares, Par Value $0.01   JCI   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01.

Other Events.

On May 15, 2019, Johnson Controls International plc (the “Company”) issued a press release announcing the early tender results of its previously announced cash tender offers (each an “Offer” and collectively the “Offers”) to purchase up to $1.5 billion in aggregate principal amount of certain of its senior notes (the “Notes”) and the amendment of certain terms of the Offer for the Company’s 6.000% notes due 2036 (the “2036 Notes”). The Amendment (i) provides that the maximum aggregate principal amount of 2036 Notes that the Company will accept for purchase in the Offer for such Notes is $50,000,000 and (ii) extends the withdrawal deadline for withdrawing tendered 2036 Notes to 11:59 P.M., New York City Time, on May 29, 2019.

Also on May 15, 2019, the Company issued a press release announcing the pricing of the Offers.

Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

This Current Report is neither an offer to purchase or sell nor a solicitation of an offer to sell or buy any securities of the Company. The Offers are being made solely on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 1, 2019, as amended on May 15, 2019, and the information in this Current Report is qualified by reference to such documents.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release by Johnson Controls International plc dated May 15, 2019 regarding early tender results and amendment of the Offers.
99.2    Press Release by Johnson Controls International plc dated May 15, 2019 regarding pricing of the Offers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JOHNSON CONTROLS INTERNATIONAL PLC
By:  

/s/ Michael R. Peterson

Name:   Michael R. Peterson
Title:   Vice President and Corporate Secretary

Date: May 15, 2019

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