By Rebecca Melvin
New York, March 11 - Johnson Controls Inc. released full details of its offering of $750 million of convertible bonds and convertible mandatories, including an upsized $350 million of three-year convertible senior notes priced to yield 6.5%, and $400 million of three-year mandatory equity units priced to yield 11.5%, according to filings with the Securities and Exchange Commission.
The senior notes were upsized from $100 million.
The 6.5% bonds, with an initial conversion price of 25%, priced at the tight end of talk, which was for a coupon of 6.5% to 7% and an initial conversion premium of 20% to 25%.
The 11.5% mandatory preferred shares, with an initial conversion premium of 15%, priced on the wide end of talk, which was for a coupon of 11% to 11.5%, and an initial conversion premium of 15% to 20%, the source said.
There is a 15% greenshoe on each offering, which if exercised in full would bring the total to $862.5 million.
There are no calls or puts.
Proceeds are intended for general corporate purposes, including repayment of short-term indebtedness incurred to finance working capital requirements.
J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Bank of America's Merrill Lynch & Co. are joint book-running managers for both offerings, and Barclays Capital Inc. acted as a joint book-running manager for the convertible senior notes offering.
Milwaukee-based Johnson Controls is an automotive and commercial building supplier.
| Issuer: | Johnson Controls Inc.
|
| Issue: | Convertible senior notes and mandatory units
|
| Amount: | $750 million, upsized from $500 million, including $350 million of bonds and $400 million of mandatories
|
| Distribution: | Registered
|
| Pricing date: | March 10
|
| Settlement: | March 16
|
|
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| Convertible senior unsecured notes
|
| Amount: | $350 million, upsized from $100 million
|
| Greenshoe: | $52.2 million, upsized from $15 million
|
| Maturity: | Sept. 30, 2012
|
| Coupon: | 6.5%
|
| Price: | Par
|
| Yield: | 6.5%
|
| Conversion premium: | 25%
|
| Conversion price: | $11.19
|
| Conversion rate: | 89.3855
|
| Price talk: | 6.5% to 7%, up 20% to 25%
|
| Call: | Non-callable
|
| Puts: | No puts
|
| Takeover protection: | Yes, via standard table for fundamental change
|
| Dividend protection: | Yes
|
| Joint bookrunners: | Citigroup, JP Morgan, Bank of America, with Barclays Capital
|
|
|
|
|
| Mandatory convertible equity units
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| Ranking: | Junior subordinated
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | March 31, 2012
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| Coupon: | 11.5%
|
| Price: | Par of $50 per unit
|
| Yield: | 11.5%
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| Conversion price: | $10.29
|
| Conversion premium: | 15%
|
| Minimum conversion rate: | 4.8579 |
|
| Maximum conversion rate: | 5.5866
|
| Price talk: | 11% to 11.5%, up 15% to 20%
|
| Calls: | Non-callable
|
| Puts: | No puts
|
| Takeover protection: | Yes, via standard table for fundamental change
|
| Dividend protection: | Yes
|
| Joint bookrunners: | Citigroup, JP Morgan, and Bank of America
|
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