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| Filed Pursuant to Rule 433 Registration Statement No. 333-215863 Supplementing the Prospectus dated February 1, 2017 and Preliminary Prospectus Supplement dated November 28, 2017 |
Johnson Controls International plc
€750,000,000 0.000% Senior Notes due 2020
Pricing Term Sheet
November 28, 2017
Issuer: |
| Johnson Controls International plc |
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Trade Date: |
| November 28, 2017 |
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Settlement Date**: |
| December 4, 2017 (T+4) |
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Joint Book-Running Managers: |
| UniCredit Bank AG |
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| Citigroup Global Markets Limited |
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Title of Securities: |
| 0.000% Senior Notes due 2020 |
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Ratings (Moody’s / S&P / Fitch)*: |
| Baa1 (stable) / BBB+ (stable) / BBB+ (stable) |
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Aggregate Principal Amount Offered: |
| €750,000,000 |
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Maturity Date: |
| December 4, 2020 |
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Interest Rate: |
| 0.000% per annum |
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Benchmark Bund: |
| OBL #172 0.25% due October 16, 2020 |
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Benchmark Bund Price and Yield: |
| 102.57; -0.632% |
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Spread to Benchmark Bund: |
| +80.1 basis points |
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Mid-Swap Yield: |
| -0.061% |
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Spread to Mid-Swap Yield: |
| +23 basis points |
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Yield to Maturity: |
| 0.169% |
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Price to Public: |
| 99.495%, plus accrued interest, if any, from December 4, 2017 |
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Gross Proceeds: |
| €746,212,500 |
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Underwriting Discount: |
| 0.350% |
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Net Proceeds (before estimated offering expenses): |
| €743,587,500 |
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Interest Payment Dates: |
| Payable annually on December 4 of each year, beginning on December 4, 2018 |
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Optional Redemption: |
| Prior to September 4, 2020 (three months prior to the maturity date of the Securities), callable at make-whole (reference bond rate +15 basis points) |
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Par Call: |
| On or after September 4, 2020 (three months prior to the |
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| maturity date of the Securities) |
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CUSIP: |
| 478375 AW8 |
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Denominations: |
| €100,000 and integral multiples of €1,000 in excess thereof |
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Day Count Convention: |
| ACTUAL / ACTUAL (ICMA) |
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Business Day Convention: |
| Following Business Day Convention |
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Listing: |
| Application will be made to list the notes on the New York Stock Exchange |
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Clearing and Settlement: |
| Euroclear / Clearstream |
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Stabilization: |
| Stabilization/FCA |
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Law: |
| New York |
*The security ratings set forth above are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time.
**It is expected that delivery of the notes will be made to investors on or about December 4, 2017, which will be the fourth U.S. business day following the trade date set forth above (such settlement being referred to as “T+4”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing or the next succeeding business day should consult their own advisors.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Commerzbank Aktiengesellschaft toll-free at +1-800-233-9164; Danske Bank A/S toll-free at +45-45-143270; or UniCredit Bank AG toll-free at 1-800-493-2203.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.