CORK, Ireland, May 1, 2019 /PRNewswire/ -- Johnson Controls
International plc (NYSE: JCI) today announced the commencement of
tender offers (each, an "Offer," and collectively, the "Offers") to
purchase for cash up to $1.5 billion
in aggregate principal amount (as such amount may be increased by
JCI pursuant to the terms of the Offers, the "Aggregate Maximum
Purchase Amount") of its 4.250% notes due 2021, 3.750% notes due
2021, 1.000% notes due 2023, 3.900% notes due 2026, 4.625% notes
due 2023, 3.625% notes due 2024, 1.375% notes due 2025, 5.125%
notes due 2045, 6.950% notes due 2045, 6.000% notes due 2036,
5.700% notes due 2041, 5.250% notes due 2041, 4.950% notes due
2064, 4.625% notes due 2044 and 4.500% notes due 2047. The terms
and conditions of the Offers are set forth in JCI's Offer to
Purchase, dated May 1, 2019 (the
"Offer to Purchase"). The Offer to Purchase relates to fifteen
separate Offers, one for each series of notes and in the separate
pools indicated in the tables below (each series, a "Series of
Notes," and such notes, collectively, the "Notes"). JCI's
obligation to accept for purchase, and to pay for, Notes that are
validly tendered and not validly withdrawn pursuant to each Offer
is conditioned on the satisfaction or waiver by JCI of a number of
conditions. No Offer is conditioned on any minimum amount of Notes
being tendered or the consummation of any other Offer, or on the
receipt of financing.
Offers to purchase
for cash up to $850,000,000 aggregate principal amount of the
securities listed below in the priority listed
below. (subject to adjustment as a result of Pool Cap
Reallocation (as described herein))
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Notes
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CUSIP /
ISIN
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Principal Amount
Outstanding
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Series
Maximum(1)
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Acceptance
Priority
Level(2)
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Early
Tender
Premium(3)
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Reference Security
/ Interpolated Mid-Swap Rate
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Bloomberg
Reference
Page
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Fixed
Spread
(bps)
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4.250% notes due
2021
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478375
AE8 /
US478375AE82
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$446,908,000
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$500,000,000(4)
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1
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$30
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T 2.250% due April
30, 2021
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FIT1
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40
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3.750% notes due
2021
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478375
AF5 /
US478375AF57
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$428,017,000
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2
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$30
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T 2.250% due April
30, 2021
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FIT1
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40
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1.000% notes due
2023
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XS1580476759
(ISIN)
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€1,000,000,000
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$125,000,000
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3
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€30
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1.000% 2023 Notes
Interpolated Mid-Swap Rate
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ICAE1
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45
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3.900% notes due
2026
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478375
AR9 /
US478375AR95
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$686,518,000
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$200,000,000
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4
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$30
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T 2.625% due February
15, 2029
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FIT1
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80
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4.625% notes due
2023
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478375
AQ1 /
US478375AQ13
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$34,967,000
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N/A
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5
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$30
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T 2.250% due April
30, 2024
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FIT1
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65
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3.625% notes due
2024
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478375
AG3 /
US478375AG31
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$467,887,000
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N/A
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6
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$30
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T 2.250% due April
30, 2024
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FIT1
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75
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1.375% notes due
2025
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XS1539114287
(ISIN)
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€422,576,000
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N/A
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7
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€30
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2025 Notes
Interpolated Mid-Swap Rate
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ICAE1
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65
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Offers to purchase
for cash up to $650,000,000 aggregate principal amount of the
securities listed below in the priority listed
below. (subject to adjustment as a result of Pool Cap
Reallocation (as described herein))
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Notes
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CUSIP /
ISIN
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Principal Amount
Outstanding
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Series
Maximum(1)
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Acceptance
Priority
Level(2)
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Early
Tender
Premium(3)
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Reference
Security
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Bloomberg
Reference
Page
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Fixed
Spread
(bps)
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5.125% notes due
2045
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478375
AS7 /
US478375AS78
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$727,005,000
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$250,000,000
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1
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$30
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T 3.375% due November
15, 2048
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FIT1
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165
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6.950% notes due
2045
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478375
AM0 /
US478375AM09
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$120,642,000
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N/A
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2
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$30
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T 3.375% due November
15, 2048
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FIT1
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185
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6.000% notes due
2036
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478375
AH1 /
US478375AH14
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$391,964,000
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N/A
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3
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$30
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T 3.375% due November
15, 2048
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FIT1
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155
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5.700% notes due
2041
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478375
AJ7 /
US478375AJ79
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$269,949,000
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N/A
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4
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$30
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T 3.375% due November
15, 2048
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FIT1
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185
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5.250% notes due
2041
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478375
AK4 /
US478375AK43
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$241,955,000
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N/A
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5
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$30
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T 3.375% due November
15, 2048
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FIT1
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185
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4.950% notes due
2064
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478375
AN8 /
US478375AN81
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$434,845,000
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N/A
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6
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$30
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T 3.375% due November
15, 2048
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FIT1
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220
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4.625% notes due
2044
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478375
AL2 /
US478375AL26
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$443,659,000
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N/A
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7
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$30
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T 3.375% due November
15, 2048
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FIT1
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185
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4.500% notes due
2047
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478375
AU2 /
US478375AU25
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$500,000,000
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N/A
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8
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$30
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T 3.375% due November
15, 2048
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FIT1
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180
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(1)
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The Series Maximum
for each Series of Notes represents the maximum aggregate principal
amount of Notes of such Series that will be purchased in the
applicable Offer.
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(2)
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Subject to
satisfaction or waiver of the conditions of the Offers and any Pool
Cap Reallocation (as defined below), the Acceptance Priority Level
procedures will operate concurrently but separately for the Pool 1
Notes and the Pool 2 Notes.
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(3)
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Per $1,000 principal
amount of USD Notes (as defined herein) and €1,000 principal amount
of Euro Notes (as defined herein), as applicable, validly tendered
and not validly withdrawn and accepted for purchase in the
applicable Offer at or prior to the Early Tender Deadline. The
Early Tender Premium is included in the applicable Total
Consideration for such Series of Notes.
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(4)
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Up to $500,000,000
aggregate principal amount of the 4.250% notes due 2021 and 3.750%
notes due 2021, collectively, will be purchased in the
Offers.
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Each Offer will expire at 11:59
P.M., New York City time,
on May 29, 2019, unless extended or
earlier terminated (such time and date, as the same may be extended
with respect to one or more Offers, the "Expiration Date"). Holders
(as defined in the Offer to Purchase) of Notes must validly tender
and not validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on May 14, 2019
(such time and date, as the same may be extended with respect to
one or more Offers, the "Early Tender Deadline") in order to be
eligible to receive the applicable Total Consideration (as defined
below). Holders who validly tender their Notes after the Early
Tender Deadline and at or prior to the Expiration Date will be
eligible to receive only the applicable Tender Consideration (as
defined below). Tendered Notes may be withdrawn at or prior to
5:00 p.m., New York City time, on May 14, 2019 (such date and time, as the same may
be extended with respect to one or more Offers, the "Withdrawal
Deadline"), by following the procedures described in the Offer to
Purchase, but may not thereafter be validly withdrawn, except as
required by applicable law. The Lead Dealer Managers will determine
the applicable Total Consideration and the applicable Tender
Consideration for each Series of Notes at 10:00 A.M., New York
City time, on May 15, 2019, in
a manner further described in the Offer to Purchase.
The maximum aggregate principal amount of the Notes accepted for
purchase in each Offer will be limited to the aggregate principal
amount of each Series (or combined amount in the case of the 4.250%
notes due 2021 and 3.750% notes due 2021) and indicated in the
tables above (with respect to each Offer, and subject to increase
or elimination by JCI, the "Series Maximum" and collectively, the
"Series Maximums"). No more than $850,000,000 aggregate principal amount of JCI's
4.250% notes due 2021 (the "4.250% 2021 Notes"), 3.750% notes due
2021 (the "3.750% 2021 Notes"), 1.000% notes due 2023 (the "1.000%
2023 Notes"), 3.900% notes due 2026 (the "3.900% 2026 Notes"),
4.625% notes due 2023 (the "4.625% 2023 Notes"), 3.625% notes due
2024 (the "3.625% 2024 Notes") and 1.375% notes due 2025 (the
"1.375% 2025 Notes") (collectively, the "Pool 1 Notes") will be
purchased in the Offers (such aggregate principal amount, subject
to increase, elimination or Pool Cap Reallocation by JCI, the "Pool
1 Maximum"). No more than $650,000,000 aggregate principal amount of JCI's
5.125% notes due 2045 (the "5.125% 2045 Notes"), 6.950% notes due
2045 (the "6.950% 2045 Notes"), 6.000% notes due 2036 (the "6.000%
2036 Notes"), 5.700% notes due 2041 (the "5.700% 2041 Notes"),
5.250% notes due 2041 (the "5.250% 2041 Notes"), 4.950% notes due
2064 (the "4.950% 2064 Notes"), 4.625% notes due 2044 (the "4.625%
2044 Notes") and 4.500% notes due 2047 (the "4.500% 2047 Notes")
(collectively, the "Pool 2 Notes") will be purchased in the Offers
(such aggregate principal amount, subject to increase, elimination
or Pool Cap Reallocation by JCI, the "Pool 2 Maximum"). We refer to
the Series Maximums, the Pool 1 Maximum and the Pool 2 Maximum as
the "Tender Maximums." The 4.250% 2021 Notes, the 3.750% 2021
Notes, the 3.900% 2026 Notes, the 4.625% 2023 Notes, the 3.625%
2024 Notes, the 5.125% 2045 Notes, the 6.950% 2045 Notes, the
6.000% 2036 Notes, the 5.700% 2041 Notes, the 5.250% 2041 Notes,
the 4.950% 2064 Notes, the 4.625% 2044 Notes and the 4.500% 2047
Notes are collectively referred to herein as the "USD Notes". The
1.000% 2023 Notes and the 1.375% 2025 Notes are collectively
referred to herein as the "Euro Notes".
If, at the Early Tender Deadline, either of the Pool 1 Notes or
Pool 2 Notes (each, a "Pool," and together, the "Pools") is in the
aggregate undersubscribed (such undersubscribed Pool, an
"Undersubscribed Pool") and such other Pool is in the aggregate
oversubscribed (such oversubscribed Pool, an "Oversubscribed
Pool"), then the Tender Maximums with respect to each Pool may be
adjusted in accordance with the Pool Cap Reallocation (as defined
herein) mechanism described herein. If, at the Early Tender
Deadline, neither Pool is oversubscribed and Pool Cap Reallocation
does not occur, then Pool Cap Reallocation may occur instead at the
Expiration Date if, at such time, there is an Undersubscribed Pool
and an Oversubscribed Pool. The purpose of the Pool Cap
Reallocation process is to allow JCI to reduce or eliminate the
proration necessary on the purchase of Notes in an Oversubscribed
Pool while still purchasing all of the Notes tendered as of the
Early Tender Deadline or the Expiration Date, as applicable, in any
Undersubscribed Pool. If, following Pool Cap Reallocation at
the Early Tender Deadline, there remains an Oversubscribed Pool,
then JCI will not accept any Notes validly tendered by Holders of
the Notes in such Oversubscribed Pool after the Early Tender
Deadline unless JCI increases the Aggregate Maximum Purchase Amount
and the applicable Tender Maximum. If, following Pool Cap
Reallocation at the Early Tender Deadline, the Aggregate Maximum
Purchase Amount is achieved, JCI will not accept any Notes validly
tendered by Holders of the Notes in the Undersubscribed Pool after
the Early Tender Deadline, unless JCI increases the Aggregate
Maximum Purchase Amount and the applicable Tender Maximum.
Acceptance of Notes tendered pursuant to the Offers may be subject
to proration, as described below.
The Acceptance Priority Level procedures described below are
subject to Pool Cap Reallocation (if any), and will operate
concurrently, but separately, for the Pool 1 Notes and the Pool 2
Notes. Subject to the Aggregate Maximum Purchase Amount, the Tender
Maximums and proration, all Pool 1 Notes and Pool 2 Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Pool 1 Notes or Pool 2 Notes, as applicable, validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a lower Acceptance Priority Level are accepted
pursuant to the Offers. All Pool 1 Notes and Pool 2 Notes validly
tendered after the Early Tender Deadline and at or prior to the
Expiration Date having a higher Acceptance Priority Level will,
subject to the Aggregate Maximum Purchase Amount, the Tender
Maximums and proration, be accepted before any Pool 1 Notes or Pool
2 Notes, as applicable, validly tendered after the Early Tender
Deadline and at or prior to the Expiration Date having a lower
Acceptance Priority Level are accepted pursuant to the Offers.
However, Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline will, subject to the Aggregate
Maximum Purchase Amount, the Tender Maximums and proration, be
accepted for purchase in priority to other Notes validly tendered
after the Early Tender Deadline and at or prior to the Expiration
Date, even if such Notes validly tendered after the Early Tender
Deadline and at or prior to the Expiration Date have a higher
Acceptance Priority Level than the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline. If the
aggregate amount of Pool 1 Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline equals or
exceeds the Pool 1 Maximum, subject to Pool Cap Reallocation (if
any), Holders who validly tender Pool 1 Notes after the Early
Tender Deadline and at or prior to the Expiration Date will not
have any such Pool 1 Notes accepted for purchase regardless of the
Acceptance Priority Level of such Pool 1 Notes. If the aggregate
amount of Pool 2 Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Deadline equals or exceeds the Pool
2 Maximum, subject to Pool Cap Reallocation (if any), Holders who
validly tender Pool 2 Notes after the Early Tender Deadline and at
or prior to the Expiration Date will not have any such Pool 2 Notes
accepted for purchase regardless of the Acceptance Priority Level
of such Pool 2 Notes. As such, there can be no assurance that any
or all tendered Notes of a given Acceptance Priority level will be
accepted for purchase. The Offers are open to all Holders of the
Notes.
If, following Pool Cap Reallocation (if any), purchasing all the
validly tendered and not validly withdrawn Notes of a given
Acceptance Priority Level on the applicable Settlement Date would
cause the Aggregate Maximum Purchase Amount or the Tender Maximums
to be exceeded on such Settlement Date, JCI will accept such Notes
on a pro rata basis, to the extent any Notes of such Acceptance
Priority Level are accepted for purchase, so as to not exceed the
Aggregate Maximum Purchase Amount or the Tender Maximums (with
adjustments to avoid the purchase of Notes in a principal amount
other than in the applicable minimum denomination requirements
contained in the indenture governing the Notes and in integral
multiples of $1,000 in excess thereof
in the case of the USD Notes and €1,000 in excess thereof in the
case of the Euro Notes). As such, there can be no assurance that
any or all tendered Notes of a given Acceptance Priority Level will
be accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
JCI reserves the right, but is under no obligation, to increase
or eliminate the Aggregate Maximum Purchase Amount, the Pool 1
Maximum, the Pool 2 Maximum, and/or the Series Maximums or to
otherwise alter the terms of the Offers or any Offer, at any time
without extending the Withdrawal Deadline, subject to applicable
law, which could result in JCI purchasing a greater aggregate
principal amount of one or more Series of Notes in the Offers. If a
Holder tenders more Notes in the Offers than it expects to be
accepted for purchase by JCI based on the Aggregate Maximum
Purchase Amount, the Pool 1 Maximum, the Pool 2 Maximum or the
Series Maximum, if any, or the Acceptance Priority Level for the
Notes being tendered, and JCI subsequently accepts more Notes than
such Holder expected of such Notes tendered and not validly
withdrawn on or before the Withdrawal Deadline, such Holder will
not be able to withdraw any of its previously tendered Notes.
Accordingly, a Holder should not tender any Notes that it does not
wish to be accepted for purchase.
Subject to the Aggregate Maximum Purchase Amount, the Tender
Maximums, Pool Cap Reallocation (if any), proration, and the terms
and conditions of the Offers, Holders who validly tender and do not
validly withdraw their Notes at or prior to the Early Tender
Deadline will be eligible to receive consideration, per
$1,000 principal amount, in the case
of the USD Notes, and €1,000 principal amount, in the case of the
Euro Notes, equal to the applicable Total Consideration for such
Series of Notes. The total consideration (the "Total
Consideration") includes the applicable early tender premium for
such Series of Notes set forth in the tables above (the "Early
Tender Premium"). Holders must validly tender and not validly
withdraw their Notes at or prior to the Early Tender Deadline in
order to be eligible to receive the applicable Total Consideration
for such Notes purchased pursuant to the Offers. Subject to the
Aggregate Maximum Purchase Amount, the Tender Maximums, Pool Cap
Reallocation (if any), proration and the terms and conditions of
the Offers, Holders who validly tender their Notes after the Early
Tender Deadline and at or prior to the Expiration Date will only be
eligible to receive consideration, per $1,000 principal amount, in the case of the USD
Notes, and €1,000 principal amount, in the case of the Euro Notes,
equal to the applicable Total Consideration less the applicable
Early Tender Premium (the "Tender Consideration") for such Series
of Notes. In each case, such Holders will also be entitled to
receive accrued and unpaid interest, if any, from the last interest
payment date for the applicable Series of Notes up to, but not
including, the applicable Settlement Date, if and when the
applicable Notes are accepted for purchase (such interest with
respect to such Series of Notes, the "Accrued Interest").
JCI reserves the right, but is under no obligation, at any time
after the Early Tender Deadline and before the Expiration Date, to
accept Notes that have been validly tendered and not validly
withdrawn for purchase on a date determined at JCI's option (such
date, if any, the "Early Settlement Date"). JCI currently expects
the Early Settlement Date, if any, to occur promptly after the
Early Tender Deadline. JCI currently expects the Early Settlement
Date to occur on May 17, 2019. If JCI
chooses to exercise its option to have an Early Settlement Date,
JCI will purchase any remaining Notes that have been validly
tendered, after the Early Tender Deadline and at or prior to the
Expiration Date, subject to the Aggregate Maximum Purchase Amount,
the Tender Maximums, the application of the Acceptance Priority
Levels, Pool Cap Reallocation (if any), proration and all
conditions to the Offers having been satisfied or waived by JCI, on
the final settlement date (the "Final Settlement Date," and each of
the Early Settlement Date and the Final Settlement Date, a
"Settlement Date"), if any, which is expected to be promptly after
the Expiration Date. JCI currently expects the Final Settlement
Date to occur on May 31, 2019. If JCI
chooses not to exercise JCI's option to have an Early Settlement
Date, it will purchase all Notes that have been validly tendered at
or prior to the Expiration Date, and not validly withdrawn at or
prior to the Early Tender Deadline, subject to the Aggregate
Maximum Purchase Amount, the Tender Maximums, the application of
the Acceptance Priority Levels, Pool Cap Reallocation (if any),
proration and all conditions to the Offers having been satisfied or
waived by JCI, on the Final Settlement Date. No tenders of Notes
submitted after the Expiration Date will be valid.
BofA Merrill Lynch and Citigroup will act as Lead Dealer
Managers (the "Lead Dealer Managers") and D. F. King & Co.,
Inc. will act as the Tender Agent and Information Agent for the
Offers. Requests for documents may be directed to D.F. King &
Co., Inc. in New York at (866)
342-4884 (toll free) or in London
at +44 20 7920-9700 (collect) or via email at jci@dfking.com.
Questions regarding the Offers may be directed to BofA Merrill
Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect) and
Citigroup at (800) 558-3745 (toll free) or (212) 723-6106
(collect). COMMERZBANK, Credit Agricole CIB, Danske Markets,
Deutsche Bank Securities, ICBC Standard Bank, ING, J.P. Morgan,
MUFG, Standard Chartered, TD Securities and UniCredit Capital
Markets will act as Co-Dealer Managers for the Offers (the
"Co-Dealer Managers").
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities. The Offers to
purchase the Notes are only being made pursuant to the terms of the
Offer to Purchase. The Offers are not being made in any state or
jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of JCI, the Lead Dealer Managers, the
Co-Dealer Managers or the Tender Agent and Information Agent is
making any recommendation as to whether or not Holders should
tender their Notes in connection with the Offers.
About Johnson Controls:
Johnson Controls is a global leader creating a safe, comfortable
and sustainable world. Our 105,000 employees create intelligent
buildings, efficient energy solutions and integrated infrastructure
that work seamlessly together to deliver on the promise of smart
cities and communities in 150 countries. 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 everywhere, every day and creating greater value
for all of our stakeholders through our strategic focus on
buildings. For additional information, please visit
http://www.johnsoncontrols.com or follow us @johnsoncontrols on
Twitter
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." In this communication,
statements regarding
Johnson Controls' future financial position, sales,
costs, earnings, cash flows, other measures of results of
operations, synergies and integration opportunities,
capital expenditures and debt levels are
forward-looking statements. 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, including, among others, risks related
to: any delay or inability of Johnson Controls to
realize the expected benefits and synergies of recent
portfolio transactions such as the merger with Tyco and the
spin-off of Adient, changes in tax laws (including but
not limited to the recently enacted Tax Cuts and Jobs Act),
regulations, rates, policies or interpretations, the loss of key
senior management, the tax treatment of recent portfolio
transactions, significant transaction costs and/or
unknown liabilities associated with such transactions, the
outcome of actual or potential litigation relating
to such transactions, the risk that disruptions
from recent transactions will harm Johnson Controls'
business, the strength of the U.S. or other economies,
changes to laws or policies governing foreign trade, including
increased tariffs or trade restrictions, automotive vehicle
production levels, mix and schedules, energy and commodity prices,
the availability of raw materials and component products, currency
rates and cancellation of or changes to commercial arrangements,
and with respect to the disposition of the Power Solutions
business, whether the strategic benefit of the Power Solutions
transaction can be achieved. A detailed discussion of risks related
to Johnson Controls' business is included in the section entitled
"Risk Factors" in Johnson Controls' Annual Report on Form 10-K for
the 2018 fiscal year filed with the SEC on November 20, 2018, which is available at
www.sec.gov and www.johnsoncontrols.com under the "Investors" tab.
Shareholders, 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
|
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SOURCE Johnson Controls