SEC Comment Letter for Johnson Controls International plc (JCI) (CIK 0000833444) (JCI) — Dec 7, 2016
Johnson Controls International plc (JCI) (CIK 0000833444)
Date: Dec. 7, 2016 · CIK: 0000833444 · Accession: 0000000000-16-103896
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214806
Letter
December 6 , 2016 Via E -mail Judith A. Reinsdorf Executive Vice President and General Counsel Johnson Controls International plc 5757 North Green Bay Avenue Milwaukee, Wisconsin 53209
Re: Johnson Controls International plc Registration Statement on Form S -4 Filed November 28, 2016 File No. 333-214806
Dear M s. Reinsdorf :
We have limited our review of the filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to the filing and the information you provide in response to these comments, we may have additional comments.
Conditions to the Exchange Offers and Consent Solicitations, page 45
1. Disclosure indicates that Johnson Controls may determine in its “ sole discretion” whether the offer condition s have occurred or have been satisfied. Please revise the conditions in the second, sixth and seventh bullet points of paragraph (d)(2) to include an objective standard, such as a standard of reasonableness or quantifiable threshold, for the determination of whether these condition s have been satisfied.
Expiration Date; Extens ions; Amendments, page 47
2. Disclosure indicates that if Johnson Controls extends the exchange offers, it will make a public announcement thereof “as promptly as practicable. ” Please revise to be consistent with Exchange Act Rule 14e -1(d).
Judith A. Reinsdorf Johnson Controls International plc December 6 , 2016 Page 2
Withdrawal of Tenders and Revocation of Corresponding Consents, page 54
3. Please disclose the date after which noteholder s may withdraw Subsidiary Notes tendered in the exchange offers if not yet accepted for payment . Refer to Securities Act Rule 162(a)(2) and Exchange Act Rule 13e -4(f)(2)(ii) .
We remind you that the company and its management are responsible for the accuracy and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Securities Act Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact me at (202) 551 -3589 if you have any questions regarding our comments .
Sincerely,
/s/ Tiffany Piland Posil
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December 6 , 2016 Via E -mail Judith A. Reinsdorf Executive Vice President and General Counsel Johnson Controls International plc 5757 North Green Bay Avenue Milwaukee, Wisconsin 53209 Re: Johnson Controls International plc Registration Statement on Form S -4 Filed November 28, 2016 File No. 333-214806 Dear M s. Reinsdorf : We have limited our review of the filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure. Please respond to this letter by amending the filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to the facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to the filing and the information you provide in response to these comments, we may have additional comments. Conditions to the Exchange Offers and Consent Solicitations, page 45 1. Disclosure indicates that Johnson Controls may determine in its “ sole discretion” whether the offer condition s have occurred or have been satisfied. Please revise the conditions in the second, sixth and seventh bullet points of paragraph (d)(2) to include an objective standard, such as a standard of reasonableness or quantifiable threshold, for the determination of whether these condition s have been satisfied. Expiration Date; Extens ions; Amendments, page 47 2. Disclosure indicates that if Johnson Controls extends the exchange offers, it will make a public announcement thereof “as promptly as practicable. ” Please revise to be consistent with Exchange Act Rule 14e -1(d). Judith A. Reinsdorf Johnson Controls International plc December 6 , 2016 Page 2 Withdrawal of Tenders and Revocation of Corresponding Consents, page 54 3. Please disclose the date after which noteholder s may withdraw Subsidiary Notes tendered in the exchange offers if not yet accepted for payment . Refer to Securities Act Rule 162(a)(2) and Exchange Act Rule 13e -4(f)(2)(ii) . We remind you that the company and its management are responsible for the accuracy and adequacy of t heir disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Securities Act Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact me at (202) 551 -3589 if you have any questions regarding our comments . Sincerely, /s/ Tiffany Piland Posil Tiffany Piland Posil Special Counsel Office of Mergers and Acquisitions cc: Via E -mail Michael S. Benn Wachtell, Lipton, Rosen & Katz