CORK, Ireland, Nov. 28, 2016 /PRNewswire/ -- Johnson
Controls (NYSE:JCI) announced today that it has commenced offers to
exchange all validly tendered and accepted notes of the following
series issued by Johnson Controls, Inc. ("JCI Inc.") or Tyco
International Finance S.A. ("TIFSA"), as applicable, each of which
is a wholly owned indirect subsidiary of Johnson Controls, for new
notes to be issued by Johnson Controls International plc as
described in the table below (the "New Notes"). A registration
statement on Form S-4 (the "registration statement") relating to
the issuance of the New Notes was filed with the Securities and
Exchange Commission ("SEC") on Nov. 28, 2016 but has not
yet been declared effective.
Aggregate
Principal
Amount
(mm)
|
Series of
Notes
Issued by JCI Inc.
or TIFSA
Exchanged
("existing notes")
|
CUSIP
No./ISIN
|
Series of New
Notes Issued by
Johnson Controls
|
Exchange
Consideration(1)(2)
|
Early
Participation
Premium(1)(2)
|
Total
Consideration(1)(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Notes
(principal
amount)
|
Cash
|
New Notes
(principal
amount)
|
New Notes
(principal
amount)
|
Cash
|
|
|
|
|
|
|
Existing notes
issued by JCI Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$45.896
|
2.355% Senior Notes
due 2017
|
478373AA1/
US478373AA13
|
2.355% Senior Notes
due 2017
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$150
|
7.125% Notes Due July
15, 2017
|
478366AG2/
US478366AG24
|
7.125% Notes Due July
15, 2017
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$300
|
1.400% Senior Notes
due 2017
|
478373AB9/
US478373AB95
|
1.400% Senior Notes
due 2017
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$500
|
5.000% Senior Notes
due 2020
|
478366AU1/
US478366AU18
|
5.000% Senior Notes
due 2020
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$500
|
4.25% Senior Notes
due 2021
|
478366AX5/
US478366AX56
|
4.25% Senior Notes
due 2021
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$450
|
3.750% Senior Notes
due 2021
|
478366BA4/
US478366BA45
|
3.750% Senior Notes
due 2021
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$500
|
3.625% Senior Notes
due 2024
|
478373AC7/
US478373AC78
|
3.625% Senior Notes
due 2024
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$400
|
6.000% Notes due
2036
|
478366AN7/
US478366AN74
|
6.000% Notes due
2036
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$300
|
5.70% Senior Notes
due 2041
|
478366AW7/
US478366AW73
|
5.70% Senior Notes
due 2041
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$250
|
5.250% Senior Notes
due 2041
|
478366BB2/
US478366BB28
|
5.250% Senior Notes
due 2041
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$450
|
4.625% Senior Notes
due 2044
|
478373AD5/
US478373AD51
|
4.625% Senior Notes
due 2044
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$125
|
6.950% Debentures due
December 1, 2045
|
478366AF4/
US478366AF41
|
6.950% Debentures due
December 1, 2045
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$450
|
4.950% Senior Notes
due 2064
|
478373AE3/
US478373AE35
|
4.950% Senior Notes
due 2064
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
Existing notes
issued by TIFSA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$67.08
|
3.750% Notes due
2018
|
902118BP2/
US902118BP22
|
3.750% Notes due
2018
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$42.166
|
4.625% Notes due
2023
|
902118BQ0/
US902118BQ05
|
4.625% Notes due
2023
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
€500
|
1.375% Notes due 2025
(the "TIFSA Euro Notes")
|
902118BR8/
XS1195465676
|
1.375% Notes due
2025
|
€970
|
€1
|
€30
|
€1,000
|
€1
|
|
|
|
|
|
|
|
|
|
$750
|
3.900% Notes due
2026
|
902118BS6/
US902118BS60
|
3.900% Notes due
2026
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
|
|
|
|
|
|
|
$750
|
5.125% Notes due
2045
|
902118BT4/
US902118BT44
|
5.125% Notes due
2045
|
$970
|
$1
|
$30
|
$1,000
|
$1
|
|
|
(1)
|
Consideration,
representing principal amount of New Notes, per $1,000 principal
amount of existing notes (or per €1,000 principal amount of TIFSA
Euro Notes) validly tendered, subject to any rounding as described
herein.
|
|
|
(2)
|
The term "New Notes"
refers to the series of new notes corresponding to the series of
existing notes of like tenor and coupon.
|
|
|
(3)
|
Includes the early
participation premium for existing notes validly tendered before
the early consent date (as described in the prospectus (as defined
below)) and not validly withdrawn.
|
In connection with the exchange offers, Johnson Controls is also
soliciting consents from holders of the existing notes to amend
(the "proposed amendments") the indentures governing the existing
notes to eliminate various covenants, event of default provisions
and other provisions under the applicable indentures and existing
notes, and, with respect to the existing notes issued by TIFSA,
release certain guarantees by Johnson Controls and one of its
wholly owned subsidiaries. If the proposed amendments are adopted
for any series, the existing notes of that series will be governed
by the applicable amended indenture, which will have less
restrictive terms and afford reduced protections to the holders of
those securities compared to those currently in such indenture or
those applicable to the New Notes to be issued by Johnson
Controls.
In order for the proposed amendments to the indentures governing
the existing notes to be adopted with respect to a series of
existing notes, holders of a majority in aggregate principal amount
of the outstanding notes of such series must consent to them.
The exchange offers and consent solicitations (together, the
"exchange offers") will commence on Nov. 28, 2016 and expire
at 11:59 p.m., New York City time, on Dec. 23,
2016, unless extended or terminated. In exchange for
each $1,000 (or €1,000 in the case of the TIFSA Euro
Notes) principal amount of the existing notes that is validly
tendered prior to 5:00 p.m., New York City time,
on Dec. 9, 2016 and not validly withdrawn, holders will
receive the amounts set out in the table above under the "total
consideration" column, which consists of $1,000 (or €1,000 in the case of the TIFSA
Euro Notes) principal amount of the New Notes and a cash amount
of $1 (or €1 in the case of the TIFSA Euro Notes). The
total consideration includes the early participation premium set
out in the table above. In exchange for each $1,000 (or
€1,000 in the case of the TIFSA Euro Notes) principal amount of
existing notes that is validly tendered after 5:00 p.m., New York
City time on Dec. 9, 2016 but
on or before 11:59 p.m., New York City time on Dec. 23, 2016 and not validly withdrawn, holders
will receive only the amounts set out in the table above under the
"exchange consideration," column, which is equal to the total
consideration less the early participation premium and so consists
of $970 (or €970 in the case of the TIFSA Euro Notes)
principal amount of the New Notes and a cash amount of $1 (or
€1 in the case of the TIFSA Euro Notes).
Each New Note will accrue interest at the same annual interest
rate, have the same currency, maturity, interest rates and interest
payment dates as the applicable series of existing notes. The New
Notes will be unsecured, unsubordinated obligations of Johnson
Controls, will rank equally in right of payment with all other
existing and future unsubordinated indebtedness and other
obligations of Johnson Controls and will be effectively
subordinated in right of payment to all existing and future secured
indebtedness and other obligations of Johnson Controls (to the
extent of the value of the collateral securing such obligations).
The New Notes will also be structurally subordinated to all
obligations of the subsidiaries of Johnson Controls with respect to
the assets of such subsidiaries (including JCI Inc., TIFSA and
their respective subsidiaries), other than any subsidiaries that
may guarantee the New Notes in the future.
The Joint Lead Dealer Managers for the exchange offers are:
BofA Merrill
Lynch
|
Citigroup Global
Markets Inc.
|
|
|
Attn: Liability
Management Group
214 North Tryon
Street, 14th Floor
Charlotte, North
Carolina 28255
Toll-Free: (888)
292-0070
Collect: (980)
683-3215
|
Attn: Liability
Management Group
390 Greenwich Street,
1st Floor
New York, New
York 10013
Toll-Free:
(800) 558-3745
Collect: (212)
723-6106
|
The exchange agent and information agent for the exchange offers
is:
D.F. King &
Co., Inc.
|
|
|
In New
York:
48 Wall Street, 22nd
Floor
New York, New
York 10005
Attn: Peter
Aymar
Bank and Brokers Call
Collect: (212) 269-5550
All Others, Please
Call Toll-Free: (866) 416-0576
|
In London:
125 Wood
Street
London EC2V
7AN
United
Kingdom
Telephone: +44 20
7920 9700
|
|
Email:
jci@dfking.com
Website:
www.dfking.com/jci
|
The exchange offers are being made pursuant to the terms and
conditions set forth in Johnson Controls' preliminary prospectus,
dated as of Nov. 28, 2016 (the "prospectus"), which forms
a part of the registration statement. Subject to the terms
and conditions of the exchange offers, JCI Inc. and TIFSA intend to
enter into the supplemental indentures promptly upon the later of
(i) the receipt of the consent of the holders of at least a
majority in aggregate principal amount for the applicable series of
existing notes and (ii) 5:00 p.m.,
New York City time on Dec. 9, 2016. Tendered existing notes may
be validly withdrawn at any time prior to the expiration of the
exchange offers. Consents may be revoked at any time until the
supplemental indenture for the applicable series of notes is
executed, but may not be revoked after the supplemental indenture
is executed.
The consummation of the exchange offers is subject to, and
conditional upon, the satisfaction or, where permitted, waiver of
the conditions discussed in the prospectus, including, among other
things, the receipt of valid consents to the proposed amendments
from the holders of at least a majority of the outstanding
aggregate principal amount of each series of existing notes and the
registration statement having been declared effective by the
SEC.
About Johnson Controls:
Johnson Controls is a global diversified technology and multi
industrial leader serving a wide range of customers in more than
150 countries. Our 135,000 employees create intelligent buildings,
efficient energy solutions, integrated infrastructure and next
generation transportation systems that work seamlessly together to
deliver on the promise of smart cities and communities. Our
commitment to sustainability dates back to our roots in 1885, with
the invention of the first electric room thermostat. We are
committed to helping our customers win and creating greater value
for all of our stakeholders through strategic focus on our
buildings and energy growth platforms.
This press release shall not constitute an offer to sell, or
a solicitation of an offer to buy, any of the securities described
herein and is also not a solicitation of the related consents. The
exchange offers may be made only pursuant to the terms and
conditions of the prospectus and the other related materials.
The registration statement relating to the new notes has been filed
with the SEC but has not yet become effective. The new notes
may not be sold, nor may offers to buy be accepted, prior to the
time the registration statement is declared effective by the
SEC.
Johnson Controls International plc Cautionary Statement
Regarding Forward-Looking Statements
Johnson Controls International plc has made statements in this
communication that are forward-looking and therefore are subject to
risks and uncertainties. All statements in this document other than
statements of historical fact are, or could be, "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "may," "will," "expect,"
"intend," "estimate," "anticipate," "believe," "should,"
"forecast," "project" or "plan" and terms of similar meaning are
also generally intended to identify forward-looking statements.
However, the absence of these words does not mean that a statement
is not forward-looking. Johnson Controls cautions that these
statements are subject to numerous important risks, uncertainties,
assumptions and other factors, some of which are beyond Johnson
Controls' control, that could cause Johnson Controls' actual
results to differ materially from those expressed or implied by
such forward-looking statements. Detailed discussions of risks
related to Johnson Controls' business and the exchange offers are
included in the section entitled "Risk Factors" in Johnson Controls
International plc's Annual Report on Form 10-K for the 2016 fiscal
year filed with the SEC on Nov. 23,
2016 and in the section entitled "Risk Factors" in the
registration statement, respectively, each of which is available at
www.sec.gov. Noteholders, potential investors and others
should consider these factors in evaluating the forward-looking
statements and should not place undue reliance on such statements.
The forward-looking statements included in this communication are
made only as of the date of this document, unless otherwise
specified, and, except as required by law, Johnson Controls assumes
no obligation, and disclaims any obligation, to update such
statements to reflect events or circumstances occurring after the
date of this communication.
CONTACT:
|
Investors:
|
|
Antonella
Franzen
|
|
(609)
720-4665
|
|
|
|
Ryan
Edelman
|
|
(609)
720-4545
|
|
|
|
Media:
|
|
Fraser
Engerman
|
|
(414)
524-2733
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/johnson-controls-commences-exchange-offers-for-johnson-controls-inc-notes-and-tyco-international-finance-sa-notes-300368852.html
SOURCE Johnson Controls