Johnson Controls’ $5.5 Billion Tender Offer

Simpson Thacher represented Johnson Controls International plc (“Johnson Controls”) (NYSE: JCI) in connection with its $4 Billion tender offer for its ordinary shares and $1.5 billion tender offers for its senior notes.

Johnson Controls purchased 102,445,878 of its ordinary shares at a purchase price of $39.25 per share, for a total cost of approximately $4 billion, excluding fees and expenses related to the tender offer. The repurchased shares represented approximately 11.4% of the outstanding shares.

Johnson Controls is a global leader creating a safe, comfortable and sustainable world. Johnson Controls’ 105,000 employees create intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities in 150 countries.

Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and BofA Securities, Inc. acted as dealer managers for the offer. D.F. King & Co., Inc. acted as the information agent and Equiniti Trust Company acted as the depositary for the offer.

The Simpson Thacher team for the Offers included Alan Klein (Picture), Kenneth Wallach, Marisa Stavenas, John O’Connell, Seth Lowinger, Christine Turner and Jessica Jeong (Capital Markets); Greg Grogan and Ashlie Lawton (ECEB); and Andrew Purcell and Abigail Hopper (Tax).

Involved fees earner: Gregory Grogan – Simpson Thacher & Bartlett; Abigail Hopper – Simpson Thacher & Bartlett; Jessica Jeong – Simpson Thacher & Bartlett; Alan Klein – Simpson Thacher & Bartlett; Ashlie Lawton – Simpson Thacher & Bartlett; Seth Lowinger – Simpson Thacher & Bartlett; John O’Connell – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Marisa Stavenas – Simpson Thacher & Bartlett; Christine Turner – Simpson Thacher & Bartlett; Kenneth Wallach – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Johnson Controls;