MORRIS PLAINS, N.J.,
Nov. 20, 2017 /PRNewswire/
-- Honeywell (NYSE: HON) today announced the final results of
its previously announced four separate private offers to exchange
any and all of its outstanding notes listed below (the "Existing
Notes"), for a combination of Honeywell's newly issued 3.812%
Senior Notes due 2047 and cash (the "Exchange Offers"). The
Exchange Offers have been conducted on the terms and subject to the
conditions set forth in the Offering Memorandum dated October 23, 2017 (the "Offering Memorandum") and
Honeywell's press releases dated November 3,
2017 and November 6, 2017.
The Exchange Offers expired at 11:59
p.m., New York City time,
on November 17, 2017 (the "Expiration
Time"), at which time all conditions to the Exchange Offers were
deemed satisfied or waived by Honeywell. The Minimum Issue
Requirement (as defined in the Offering Memorandum) was also met at
the Expiration Time. Honeywell has accepted for exchange all
Existing Notes validly tendered and not validly withdrawn at or
prior to the Expiration Time. The table below sets forth the
principal amount of each series of Existing Notes that has been
accepted for exchange:
CUSIP
|
Title of
Security
|
Principal Amount
Outstanding
|
Principal Amount
Accepted for Exchange
|
438506AS6
|
6.625% Debentures due
20281
|
$215,715,000
|
$15,166,000
|
438516AR7
|
5.70% Senior Notes
due 2036
|
$550,000,000
|
$108,950,000
|
438516AT3
|
5.70% Senior Notes
due 2037
|
$600,000,000
|
$137,431,000
|
438516BB1
|
5.375% Senior Notes
due 2041
|
$600,000,000
|
$183,312,000
|
|
1 This
series of Existing Notes was originally issued by Honeywell Inc., a
predecessor to Honeywell International Inc.
|
All Existing Notes accepted for exchange will be settled on
November 21, 2017 (the "Settlement
Date"). Holders of Existing Notes accepted for exchange will
receive the applicable Total Exchange Price (as set forth in
Honeywell's pricing press release dated November 3, 2017) on the Settlement Date, plus
cash payments representing (i) accrued and unpaid interest to, but
not including, the Settlement Date and (ii) amounts due in lieu of
any fractional amounts of New Notes. The aggregate principal amount
of Honeywell's 3.812% Senior Notes due 2047 to be issued as a
portion of the Total Exchange Price payable on the Settlement Date
is $444,859,000.
Only holders who duly completed and submitted an eligibility
letter were authorized to receive the Offering Memorandum and
participate in the Exchange Offers ("Eligible Holders"). The
eligibility letters included certifications that the holders were
either (1) "qualified institutional buyers" ("QIBs") as defined in
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (2) non-"U.S. persons" (as defined in Rule
902 under the Securities Act) located outside of the United States who are (i) not acting for
the account or benefit of a U.S. person, (ii) "non-U.S. qualified
offerees" (as defined in the Offering Memorandum), and (iii) not
resident in Canada.
When issued, the New Notes will not be registered under the
Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws. Honeywell will enter into a
registration rights agreement with respect to the New Notes on the
Settlement Date.
Global Bondholder Services Corporation is acting as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
may be directed to Global Bondholder Services Corporation at (866)
470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Existing Notes. The Exchange Offers are being
made solely pursuant to the Offering Memorandum and related
documents. The Exchange Offers are not being made to holders of
Existing Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Exchange
Offers to be made by a licensed broker or dealer, the Offers will
be deemed to be made on behalf of Honeywell by the dealer managers
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
In any European Economic Area Member State (a "Member State")
that has implemented Directive 2003/71/EC (such Directive and
amendments thereto, including Directive 2010/73/EU together with
any applicable implementing measures in the relevant home Member
State, the "Prospectus Directive"), this communication is only
addressed to and directed at qualified investors in that Member
State within the meaning of the Prospectus Directive.
This communication is only being distributed to and only
directed at (i) persons who are outside the United Kingdom or (ii) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being
referred to as "Relevant Persons"). The New Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only
with, Relevant Persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
Honeywell (www.honeywell.com) is a Fortune 100
software-industrial company that delivers industry specific
solutions that include aerospace and automotive products and
services; control technologies for buildings, homes, and industry;
and performance materials globally. Our technologies help
everything from aircraft, cars, homes and buildings, manufacturing
plants, supply chains, and workers become more connected to make
our world smarter, safer, and more sustainable. For more news and
information on Honeywell, please visit
www.honeywell.com/newsroom.
This release contains certain statements that may be deemed
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934. All statements, other than
statements of historical fact, that address activities, events or
developments that we or our management intends, expects, projects,
believes or anticipates will or may occur in the future are
forward-looking statements. Such statements are based upon certain
assumptions and assessments made by our management in light of
their experience and their perception of historical trends, current
economic and industry conditions, expected future developments and
other factors they believe to be appropriate. The forward-looking
statements included in this release are also subject to a number of
material risks and uncertainties, including but not limited to
economic, competitive, governmental, and technological factors
affecting our operations, markets, products, services and prices,
as well as the ability to effect the separations. Such
forward-looking statements are not guarantees of future
performance, and actual results, developments and business
decisions may differ from those envisaged by such forward-looking
statements, including with respect to any changes in or abandonment
of the proposed separations. We identify the principal risks and
uncertainties that affect our performance in our Form 10-K,
Quarterly Reports on Form 10-Q and other filings with the
Securities and Exchange Commission.
Contacts:
Media
|
|
Investor
Relations
|
Scott
Sayres
|
|
Mark
Macaluso
|
(480)
257-5921
|
|
(973)
455-2222
|
scott.sayres@honeywell.com
|
|
mark.macaluso@honeywell.com
|
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SOURCE Honeywell