Johnson Controls Issues $1B in Senior Notes

TL;DR

JCI just dropped a $1B debt offering, adding to its existing note issuances.

AI Summary

On July 23, 2024, Johnson Controls International plc entered into a material definitive agreement related to its issuance of sustainability-linked notes. The company is issuing $1.000 billion in senior notes due 2032, alongside other note series with varying interest rates and maturity dates, including sustainability-linked notes due 2031.

Why It Matters

This filing indicates Johnson Controls is raising significant capital through debt issuance, which could impact its financial leverage and future investment capacity.

Risk Assessment

Risk Level: medium — Issuing new debt increases financial leverage and interest expenses, which can pose risks if the company's performance falters.

Key Numbers

• $1.000B — Senior Notes Issuance (Amount raised in the new debt offering due 2032.)

Key Players & Entities

• Johnson Controls International plc (company) — Issuer of the notes
• 1.000 billion (dollar_amount) — Principal amount of senior notes due 2032
• 2032 (date) — Maturity year for senior notes
• 2031 (date) — Maturity year for sustainability-linked notes

FAQ

Key Financial Figures

• $0.01 — Registered Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange 1.375
• $8.1 billion — y and Hitachi is equal to approximately $8.1 billion in cash, and the Company's portion of t
• $6.7 billion — ggregate consideration is approximately $6.7 billion in cash (the "Purchase Price"), in each
• $300,000,000 — ll pay the Company a termination fee of $300,000,000 (a portion of which will be payable to

Filing Documents

• d835802d8k.htm (8-K) — 68KB
• d835802dex21.htm (EX-2.1) — 811KB
• 0001193125-24-186281.txt ( ) — 1331KB
• jci-20240723.xsd (EX-101.SCH) — 8KB
• jci-20240723_def.xml (EX-101.DEF) — 20KB
• jci-20240723_lab.xml (EX-101.LAB) — 35KB
• jci-20240723_pre.xml (EX-101.PRE) — 22KB
• d835802d8k_htm.xml (XML) — 25KB

From the Filing

8-K 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): July 23, 2024 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 , T12 X8N6 (Address of principal executive offices and postal code) (353) 21-423-5000 (Registrant's telephone number) Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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)) Securities registered pursuant to Section 12(b) of the 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 1.375% Notes due 2025 JCI25A New York Stock Exchange 3.900% Notes due 2026 JCI26A New York Stock Exchange 0.375% Senior Notes due 2027 JCI27 New York Stock Exchange 3.000% Senior Notes due 2028 JCI28 New York Stock Exchange 5.500% Senior Notes due 2029 JCI29 New York Stock Exchange 1.750% Senior Notes due 2030 JCI30 New York Stock Exchange 2.000% Sustainability-Linked Senior Notes due 2031 JCI31 New York Stock Exchange 1.000% Senior Notes due 2032 JCI32 New York Stock Exchange 4.900% Senior Notes due 2032 JCI32A New York Stock Exchange 4.250% Senior Notes due 2035 JCI35 New York Stock Exchange 6.000% Notes due 2036 JCI36A New York Stock Exchange 5.70% Senior Notes due 2041 JCI41B New York Stock Exchange 5.250% Senior Notes due 2041 JCI41C New York Stock Exchange 4.625% Senior Notes due 2044 JCI44A New York Stock Exchange 5.125% Notes due 2045 JCI45B New York Stock Exchange 6.950% Debentures due December 1, 2045 JCI45A New York Stock Exchange 4.500% Senior Notes due 2047 JCI47 New York Stock Exchange 4.950% Senior Notes due 2064 JCI64A New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in 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. Item1.01. Entry into a Material Definitive Agreement. On July 23, 2024, Johnson Controls International plc (the "Company" or "Johnson Controls") entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Robert Bosch GmbH, a Gesellschaft mit beschrnkter Haftung ("Purchaser"). Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company has agreed to sell, and Purchaser has agreed to acquire, the Company's Residential and Light Commercial HVAC business (the "Business"), including the Company's North America Ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd. ("JCH"), the Company's global Residential joint venture with Hitachi Global Life Solutions, Inc. ("Hitachi"), of which the Company owns 60% and Hitachi owns 40%. The total consideration payable by Purchaser to the Company and Hitachi is equal to approximately $8.1 billion in cash, and the Company's portion of the aggregate consideration is approximately $6.7 billion in cash (the "Purchase Price"), in each case, subject to adjustment, plus the assumption by Purchaser or its affiliates of certain liabilities of the Business specified in the Purchase Agreement. In connection with the transaction, Hitachi has agreed to sell to Purchaser its 40% interest in JCH (the "JCH Stock Sale"), and the parties have agreed to transfer to Hitachi certain of JCH's ductless HVAC assets located in Shimizu, Japan (the "Shimizu Sale"). As described in greater detail in the Purchase Agreement, the Purchase Price will be (i) increased or decreased to the extent the Working Capital (as defined in the Purchase Agreement) of the Business as of the closing of the transactions contemplated by the Purchase Agreement (the "Closing") is higher or

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