| (1) | 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. The Series Maximum for the 6.000% 2036 Notes reflects the 6.000% 2036 Notes Offer Amendment. |
| (2) | Subject to satisfaction or waiver of the conditions of the Offers, the Acceptance Priority Level procedures will operate concurrently but separately for the Pool 1 Notes and the Pool 2 Notes at each settlement date for Notes purchased in the Offers. |
| (3) | Per $1,000 principal amount (in the case of U.S. dollar-denominated Notes) and €1,000 principal amount (in the case of Euro-denominated Notes), as applicable, validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline.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. |
| (4) | The Series Maximum for the 4.250% notes due 2021 and 3.750% notes due 2021, collectively, is $500,000,000 aggregate principal amount. |
Subject to the “Aggregate Maximum Purchase Amount” of $1.5 billion aggregate principal amount of Notes, the Series Maximums (as amended by the 6.000% 2036 Notes Offer Amendment), the Pool 1 Maximum and the Pool 2 Maximum, proration and the terms and conditions of the Offers, the consideration to be paid in the Offers for each Series of Notes (such consideration, the “Total Consideration”) validly tendered on or before the Early Tender Deadline and accepted for purchase by JCI will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Series of Notes set forth in the column entitled “Fixed Spread” in the applicable table above, over (i) in the case of the U.S. dollar-denominated Notes, the applicable yield based on the bid side price of the applicable reference security set forth for such Series of Notes in the column entitled “Reference Security” or “Reference Security/InterpolatedMid-Swap Rate” in the applicable table above and (ii) in the case of the Euro-denominated Notes, the applicable interpolatedmid-swap rate set forth for such Series of Notes in the column entitled “Reference Security/InterpolatedMid-Swap Rate” in the applicable table above, in each case, as calculated by the Lead Dealer Managers (as defined below) at 10:00 a.m., New York City time, on May 15, 2019. The Total Consideration includes an early tender premium of $30 per $1,000 in aggregate principal amount (in the case of U.S. dollar-denominated Notes) or €30 per €1,000 in aggregate principal amount (in the case of Euro-denominated Notes), as applicable, of Notes accepted for purchase in the Offers (the “Early Tender Premium”). The aggregate purchase price for the Notes accepted for purchase will include 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.
Each Offer will expire at 11:59 p.m., New York City time, on May 29, 2019, unless extended or earlier terminated. However, because the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds each of the Pool 1 Maximum and the Pool 2 Maximum and because Notes tendered prior to or at the Early Tender Deadline have priority over any Notes tendered after the Early Tender Deadline (including any 6.000% 2036 Notes withdrawn after the Early Tender Deadline and thereafterre-tendered on or before the Expiration Date), no Notes tendered after the Early Tender Deadline will be accepted for purchase in the Offers, regardless of Acceptance Priority Levels. The 6.000% 2036 Notes Offer Amendment extends the deadline for holders of 6.000% 2036 Notes to validly withdraw tenders of 6.000% 2036 Notes to 11:59 p.m., New York City time, on May 29, 2019. The deadline for holders of all other Series of Notes to validly withdraw tenders of such Notes has passed. Accordingly, Notes (other than the 6.000% 2036 Notes) that were tendered at or before the Early Tender Deadline may not be withdrawn or revoked, except as required by applicable law.
Subject to the Aggregate Maximum Purchase Amount, the Pool 1 Maximum, the Pool 2 Maximum, the Series Maximums (as amended by the 6.000% 2036 Notes Offer Amendment) and proration for the Notes, Notes (other than the 6.000% 2036 Notes and any other Pool 2 Notes validly tendered and not validly withdrawn as of the Early Tender Deadline and subsequently accepted for purchase (if any)) tendered and not validly withdrawn in each of Pool 1 and Pool 2 as of the Early Tender Deadline will be accepted for purchase and payment on the Early Settlement Date (as defined below). There will not be an early settlement date for the 6.000% 2036 Notes.
The settlement date for the Notes (other than the 6.000% 2036 Notes) validly tendered on or before the Early Tender Deadline and accepted for purchase (the “Early Settlement Date”) is expected to be May 17, 2019. The settlement date for the 6.000% 2036 Notes validly tendered on or before the Early Tender Deadline and not validly withdrawn on or before the withdrawal deadline (as amended) and accepted for purchase is expected to be May 31, 2019 (the “Final Settlement Date”). In the event the amount of 6.000% 2036 Notes validly tendered on or before the Early Tender Deadline and not validly withdrawn prior to the withdrawal deadline (as amended) is less than the Series Maximum for such 6.000% 2036 Notes, additional Notes of lower Acceptance Priority Levels within Pool 2 validly tendered and not validly withdrawn prior to the Early Tender Deadline will be purchased, subject to the satisfaction of the terms and conditions of the Offers.
Pool 1 Notes not accepted for purchase on the Early Settlement Date will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company (in the case of U.S. dollar-denominated Notes) or Clearstream Banking, S.A. or Euroclear Bank S.A./N.V. (in the case of Euro-denominated Notes) in accordance with the Offer to Purchase.
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 as described in the Offer to Purchase. No Offer is conditioned on the consummation of the other Offers, or on the receipt of financing.
BofA Merrill Lynch and Citigroup are acting as the Lead Dealer Managers (the “Lead Dealer Managers”) and D. F. King & Co., Inc. is acting 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 are acting asCo-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, theCo-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.
