SEC Comment Letter for Johnson Controls International plc (JCI) (CIK 0000833444) (JCI) — May 6, 2019
Johnson Controls International plc (JCI) (CIK 0000833444)
Date: May 6, 2019 · CIK: 0000833444 · Accession: 0000000000-19-008094
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 6 , 2019 Via Email Alan M. Klein Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017
Re: Johnson Controls International plc Schedule TO-I filed May 3, 2019 SEC File No. 5-43685
Dear Mr. Klein :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a limited review of the filing listed above , focused on the matter s identified in our comments below . All defined terms have the same meaning as in your filing, unless otherwise noted.
Please respond to this letter promptly by filing an amendment , 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 your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment and the information you provide in response to these comments, we may have additional comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Exhibit (a)(1)(A) - Offer to Purchase
Section 5. Purchase of Shares and Payment of Purchase Price; Redemption, page 28
1. In this Section on page 29, you state that the Company is authorized under its Article s of Ass ociation to effect repurchases of Shares as “redemptions ” and any purchases of Shares in the Offer will be considered re demptions. Revise to explain the impact of the redemption designation and how (if at all) it differs from
Alan M. Klein , Esq. Simpson Thacher & Bartlett LLP May 6, 201 9 Page 2
an ordinary purchase. If this is related to the matters addressed in our next two comments, please so note.
Conditions of the Offer, page 30
2. Refer to the conditions listed in the third and fourth bullets in this Section. To avoid an illusory offer, all conditions must be outside of the control of the bidder. In this context, determining whether a condition has been satisfied “in [bidder ’s] absolute discretion ,” is problematic. Please revise the last sentence of each condition to include a reasonableness standard.
3. See our last comment above. In your response letter , with a view to additional disclosure if necessary, explain who will determine whether these conditions have been sati sfied and when they will do so. State whether Irish regulatory authorities will play a role in this determination.
We remind you that the filing person is responsible for the accuracy and adequacy of their disclosures, notwithstanding an y review, comments, action or absence of action by the staff. Please contact me at (202) 551 - 3263 with any questions about these comments.
Sincerely,
/s/ Christina Chalk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 6 , 2019
Via Email
Alan M. Klein
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Re: Johnson Controls International plc
Schedule TO-I filed May 3, 2019
SEC File No. 5-43685
Dear Mr. Klein :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a limited review of the filing listed above , focused on the matter s
identified in our comments below . All defined terms have the same meaning as in your
filing, unless otherwise noted.
Please respond to this letter promptly by filing an amendment , 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 your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.
After reviewing any amendment and the information you provide in response to
these comments, we may have additional comments. In some of our comments, we may
ask you to provide us with information so we may better understand your disclosure.
Exhibit (a)(1)(A) - Offer to Purchase
Section 5. Purchase of Shares and Payment of Purchase Price; Redemption, page 28
1. In this Section on page 29, you state that the Company is authorized under its
Article s of Ass ociation to effect repurchases of Shares as “redemptions ” and any
purchases of Shares in the Offer will be considered re demptions. Revise to
explain the impact of the redemption designation and how (if at all) it differs from
Alan M. Klein , Esq.
Simpson Thacher & Bartlett LLP
May 6, 201 9
Page 2
an ordinary purchase. If this is related to the matters addressed in our next two
comments, please so note.
Conditions of the Offer, page 30
2. Refer to the conditions listed in the third and fourth bullets in this Section. To
avoid an illusory offer, all conditions must be outside of the control of the bidder.
In this context, determining whether a condition has been satisfied “in [bidder ’s]
absolute discretion ,” is problematic. Please revise the last sentence of each
condition to include a reasonableness standard.
3. See our last comment above. In your response letter , with a view to additional
disclosure if necessary, explain who will determine whether these conditions have
been sati sfied and when they will do so. State whether Irish regulatory authorities
will play a role in this determination.
We remind you that the filing person is responsible for the accuracy and adequacy
of their disclosures, notwithstanding an y review, comments, action or absence of action
by the staff. Please contact me at (202) 551 - 3263 with any questions about these
comments.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and
Acquisitions