UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 2011
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
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| Wisconsin
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1-5097
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39-0380010 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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5757 North Green Bay Avenue
Milwaukee, WI
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53209 |
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(Zip Code) |
Registrant’s telephone number, including area code: (414) 524-1200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
On February 1, 2011, Johnson Controls, Inc. (the “Company”), entered into an Underwriting
Agreement (the “Underwriting Agreement”) with the underwriters named therein (collectively, the
“Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to
purchase, subject to the terms and conditions set forth therein, $1.6 billion in floating and fixed
rate notes consisting of the following four series: $350 million aggregate principal amount of the
Company’s Floating Rate Notes due 2014 (the “Floating Rate Notes”), $450 million aggregate
principal amount of the Company’s 1.75% Senior Notes due 2014 (the “2014 Fixed Rate Notes”), $500
million aggregate principal amount of the Company’s 4.25% Senior Notes due 2021 (the “2021 Fixed
Rate Notes”) and $300 million aggregate principal amount of the Company’s 5.70% Senior Notes due
2041 (the “2041 Fixed Rate Notes” and collectively with the Floating Rate Notes, 2014 Fixed Rate
Notes and 2021 Fixed Rate Notes, the “Notes”), in a public offering (the “Offering”). The Offering
is expected to close on February 4, 2011. The Underwriting Agreement contains customary
representations, warranties and agreements of the Company, conditions to closing, indemnification
rights and obligations of the parties and termination provisions. The description of the
Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement
filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Notes will be issued under an Indenture (the “Indenture”), dated as of January 17, 2006,
between the Company and U.S. Bank National Association as successor Trustee (the “Trustee”),
pursuant to an Officers’ Certificate, to be dated February 4, 2011 (the “Certificate”). The
Certificate will provide, among other things, that the Floating Rate Notes will bear interest at
three-month LIBOR plus 0.41% with interest payable quarterly on February 4, May 4, August 4 and
November 4, beginning on May 4, 2011. The Certificate also
will provide that the 2014 Fixed Rate Notes will
bear interest at a rate of 1.75% per year, the 2021 Fixed Rate Notes will bear interest at a rate of 4.25% per
year and the 2041 Fixed Rate Notes will bear interest at a rate of 5.70% per year, with interest payable on
March 1 and September 1 of each year, beginning on September 1, 2011. Additionally, the
Certificate will also provide that the Floating Rate Notes will mature on February 4, 2014, the
2014 Fixed Rate Notes will mature on March 1, 2014, the 2021 Fixed Rate Notes will mature on March 1, 2021 and the 2041
Fixed Rate Notes will mature on March 1, 2041. The Indenture provides for customary events of default and
further provides that the Trustee or the holders of not less than 25% in aggregate principal amount
of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence of
certain events of default after expiration of any applicable grace period.
If a change of control triggering event occurs, the Notes are subject to repurchase by the
Company at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes
repurchased plus any accrued and unpaid interest on the Notes repurchased to, but not including,
the date of repurchase.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-3 (Registration No. 333-157502) that the Company filed with the
Securities and Exchange Commission (the “SEC”). The Company is filing certain
exhibits as part of this Current Report on Form 8-K in connection with its filing with the SEC of
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a final prospectus supplement, dated February 1, 2011, and a prospectus, dated February 23, 2009,
relating to the Offering. See “Item 9.01. Financial Statements and Exhibits.”
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Financial Statements and Exhibits. |
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits. The following exhibits are being filed herewith: |
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(1.1) |
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Underwriting Agreement, dated February 1,
2011, among Johnson Controls, Inc. and the underwriters named therein. |
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(5.1) |
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Opinion of Foley & Lardner LLP, dated February 3, 2011. |
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(23.1) |
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Consent of Foley & Lardner LLP (contained in Exhibit (5.1) hereto). |
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