Johnson Controls International plc

08/08/2025 | Press release | Distributed by Public on 08/08/2025 04:40

Material Event (Form 8-K)

Item 8.01. Other Events.
On August 7, 2025, Johnson Controls International plc (the "Company") entered into accelerated share repurchase transactions (the "ASR Transactions") with each of Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC (the "Counterparties") to repurchase an aggregate of $5.0 billion (the "Repurchase Price") of the Company's ordinary shares (the "Shares"). The ASR Transactions are being completed under the Company's previously announced share repurchase authorization (with current overall remaining availability of $9.8 billion prior to giving effect to the ASR Transactions).
Under the terms of the ASR Transactions, on August 11, 2025, the Company will pay the Repurchase Price to the Counterparties in exchange for an initial delivery of approximately 43,140,640 Shares. The total number of Shares to be repurchased under the ASR Transactions will be based on volume-weighted average prices of the Shares during the term of the ASR Transactions, less a discount and subject to customary adjustments. Upon final settlement of the ASR Transactions, the Company may be entitled to receive additional Shares from the Counterparties or, under certain circumstances, the Company may be required to deliver Shares or make a cash payment, at its option, to the Counterparties.
The agreements governing the ASR Transactions contain customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of Shares or the amount of cash that will be delivered at settlement, the required timing of delivery of the Shares, the specific circumstances under which adjustments may be made to the ASR Transactions, the specific circumstances under which the ASR Transactions may be terminated prior to the scheduled maturity and various acknowledgements, representations and warranties made by the Company.The ASR Transactions are scheduled to terminate in the second quarter of the Company's 2026 fiscal year.
The Company is authorized under Article 3(d) of its Articles of Association to effect repurchases of Shares as redemptions and any repurchases of Shares pursuant to the ASR Transactions will be effected by redemption.
The Company funded the Repurchase Price with a portion of the net proceeds received from its recent sale of its residential and light commercial HVAC business to Robert Bosch GmbH pursuant to a Stock and Asset Purchase Agreement.
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