| Filed Pursuant to Rule 433 as amended by Post-Effective Amendment No. 1 dated Supplementing the Prospectus |
Johnson Controls International plc
Tyco Fire & Security Finance S.C.A.
$625,000,000 1.750% Senior Notes due 2030
Pricing Term Sheet
September 8, 2020
| Issuers: | Johnson Controls International plc Tyco Fire & Security Finance S.C.A. | |
| Trade Date: | September 8, 2020 | |
| Settlement Date**: | September 11, 2020 (T+3) | |
| Joint Book-Running Managers: | BofA Securities, Inc. ING Financial Markets LLC | |
| BBVA Securities Inc. TD Securities (USA) LLC | ||
| Co-Managers: | Barclays Capital Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC MUFG Securities Americas Inc. Standard Chartered Bank Unicredit Capital Markets LLC Wells Fargo Securities, LLC | |
| Title of Securities: | 1.750% Senior Notes due 2030 | |
| Ratings (Moody’s / S&P)*: | Baa2 / BBB+ | |
| Aggregate Principal Amount Offered: | $625,000,000 | |
| Maturity Date: | September 15, 2030 | |
| Interest Rate: | 1.750% per annum | |
| Benchmark Treasury: | UST 0.625% due August 15, 2030 | |
| Benchmark Treasury Price and Yield: | 99-14; 0.684% | |
| Spread to Benchmark Treasury: | +110 basis points | |
| Yield to Maturity: | 1.784% | |
| Price to Public: | 99.689%, plus accrued interest, if any, from September 11, 2020 | |
| Gross Proceeds: | $623,056,250 | |
| Interest Payment Dates: | Payable on March 15 and September 15 of each year, beginning on March 15, 2021 | |
| Optional Redemption: | Prior to June 15, 2030 (three months prior to the maturity date of the Securities), callable at make-whole (T +20 basis points) | |
| Par Call: | On or after June 15, 2030 (three months prior to the maturity date of the Securities) | |
| CUSIP/ISIN: | 47837R AA8 / US47837RAA86 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Listing: | Application will be made to list the notes on the New York Stock Exchange | |
| * | 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 September 11, 2020, which will be the third business day following the trade date set forth above (such settlement being referred to as “T+3”). 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 will be required, by virtue of the fact that the notes initially settle in T+3, 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 should consult their own advisors. |
The issuers have 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 issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322; or ING Financial Markets LLC at 646-424-8972.
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