Johnson Controls Enters Definitive Agreement, Manages Debt

TL;DR

JCI inked a deal and is managing its debt, including sustainability notes.

AI Summary

On April 12, 2024, Johnson Controls International plc entered into a material definitive agreement related to its financing. The filing also lists various notes, including Sustainability Linked Notes due 2031, indicating ongoing financial activities and debt management.

Why It Matters

This filing signals Johnson Controls' active engagement in its financial structure, potentially impacting its cost of capital and investment strategies.

Risk Assessment

Risk Level: low — The filing primarily concerns routine financial agreements and debt instruments, with no immediate indication of significant operational or market risks.

Key Numbers

• 3.625% — Notes Interest Rate (Interest rate on notes due 2024)
• 1.375% — Notes Interest Rate (Interest rate on notes due 2025)
• 3.900% — Notes Interest Rate (Interest rate on notes due 2026)
• 3.000% — Notes Interest Rate (Interest rate on notes due 2028)
• 1.750% — Notes Interest Rate (Interest rate on notes due 2030)

Key Players & Entities

• Johnson Controls International plc (company) — Filer
• 0000833444-24-000023 (filing_id) — Accession Number
• 20240412 (date) — Report Date
• Tyco International plc (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — Registered Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange 3.625% Se
• $750 million — he agreement, Tyco agreed to contribute $750 million to resolve these PFAS claims. The settl
• $250 million — Tyco expects to contribute an initial $250 million on or about May 25, 2024, with the rema
• $500 million — about May 25, 2024, with the remaining $500 million to be contributed six months after prel

Filing Documents

• jci-20240412.htm (8-K) — 60KB
• ex101.htm (EX-10.1) — 446KB
• image.gif (GRAPHIC) — 10KB
• image1.jpg (GRAPHIC) — 16KB
• image2a.gif (GRAPHIC) — 15KB
• image_2.jpg (GRAPHIC) — 56KB
• image_3.jpg (GRAPHIC) — 41KB
• 0000833444-24-000023.txt ( ) — 1068KB
• jci-20240412.xsd (EX-101.SCH) — 7KB
• jci-20240412_def.xml (EX-101.DEF) — 25KB
• jci-20240412_lab.xml (EX-101.LAB) — 52KB
• jci-20240412_pre.xml (EX-101.PRE) — 27KB
• jci-20240412_htm.xml (XML) — 16KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On April 12, 2024, Tyco Fire Products LP ("Tyco"), a wholly-owned, indirect subsidiary of Johnson Controls International plc (the "Company"), agreed to a settlement with a nationwide class of public water systems that detected PFAS in their drinking water systems that they allege to be associated with the use of Aqueous Film Forming Foam ("AFFF") products manufactured and sold by Tyco. Under the terms of the agreement, Tyco agreed to contribute $750 million to resolve these PFAS claims. The settlement releases these claims against Tyco, Chemguard, Inc. ("Chemguard") and other related corporate entities. This settlement was entered in connection with the previously disclosed AFFF multi-district litigation ("MDL") being overseen by the United States District Court for the District of South Carolina (the "MDL Court"). A charge for $750 million was recorded by the Company in the quarter-ended March 31, 2024. Tyco expects to contribute an initial $250 million on or about May 25, 2024, with the remaining $500 million to be contributed six months after preliminary court approval of the settlement, which is expected to be addressed by the MDL Court in or around mid-May, 2024. Tyco has a significant amount of insurance through a number of insurers and expects to apply the proceeds recovered under its policies to cover a substantial portion of the total payment, although the specific amount and timing of any insurance recoveries are uncertain. There are still several procedural and legal steps that must occur before the settlement is final and payments are made. The settlement is subject to approval by the MDL Court and other contingencies, and that process is expected to take several months. The class of public water systems included in this settlement broadly includes any public water system (as defined in the settlement agreement) that has detected PFAS in its drinking water sources as of May 15, 2024. The foll

01. Other Events

Item 8.01. Other Events. During the three months ended March 31, 2024, the Company discontinued its receivables factoring programs. During the three months ended March 31, 2024, the Company did not factor any receivables and does not expect to engage in any receivables factoring during the remainder of fiscal year 2024. The Company expects to continue to fund its requirements for working capital, capital expenditures, dividends, minimum pension contributions, debt maturities and any potential acquisitions or stock repurchases in the remainder of fiscal 2024 from operations, supplemented by other sources of short- and long-term borrowings, including term loans, commercial paper and the issuance of debt securities. Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements The Company 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. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond its control, that could cause its actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others: whether court approval of the settlement will be obtained, the timing of preliminary and final approvement of the settlement, the timing and amount of insurance payments recovered by Tyco under its insurance policie

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Settlement Agreement for Water Systems by and among Tyco Fire Products LP, and the representatives of certain U.S. active public water systems as set forth therein, dated April 12, 2024* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request. 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 Date: April 12, 2024 By: /s/ Richard J. Dancy Name: Richard J. Dancy Title: Vice President and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR