UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
Ireland | | 98-0390500 |
(State of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1 Albert Quay
Cork, Ireland | |
(Address of Principal Executive Offices and Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | | Name of each exchange on which
each class is to be registered |
1.00% Notes due 2023 | | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: o
Securities Act registration statement file number to which this form relates: 333-215863
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Securities To Be Registered.
The securities to be registered hereunder are €1,000,000,000 aggregate principal amount of 1.000% Notes due 2023 (the “Notes”) of Johnson Controls International plc, an Irish public limited company (the “Registrant”). Descriptions of the general terms and provisions of the Notes are set forth under the caption “Description of Debt Securities” in the prospectus dated February 1, 2017, included in the Registrant’s registration statement on Form S-3ASR (File No. 333-215863) filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2017, and under the captions “Description of Notes” and “Certain U.S. Federal Income Tax Considerations” in the prospectus supplement thereto dated March 9, 2017, which was filed with the SEC on March 13, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and are incorporated by reference herein.
Item 2. Exhibits.
Exhibit No. | | Exhibit Description |
4.1 | | Indenture, dated December 28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 28, 2016). |
4.2 | | Third Supplemental Indenture, dated March 15, 2017, among Johnson Controls International plc, U.S. Bank National Association, as trustee and Elavon Financial Services DAC, UK Branch, as paying agent (attaching form of the Notes) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 15, 2017). |
4.3 | | Form of the Notes (included in Exhibit 4.2). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC |
| |
| |
Date: March 15, 2017 | By: | /s/Brian J. Stief |
| Name: | Brian J. Stief |
| Title: | Executive Vice President and Chief Financial Officer |
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