PALM BEACH GARDENS, Fla.,
March 15, 2022 /PRNewswire/
-- Carrier Global Corporation (NYSE: CARR) (the
"Company") today announced that it has commenced tender offers to
purchase for cash the debt securities issued by the Company listed
in the table below (collectively, the "Securities" and each a
"series").
Up to
$1,150,000,000 in Aggregate Principal Amount of Securities of
Carrier Global Corporation Listed Below in the
Acceptance Priority Levels and Subject to the Series Tender Cap
Listed Below
|
|
Title of
Security
|
CUSIP Number/
ISIN
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Series Tender
Cap(1)
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment
(2)(3)
|
2.242% Senior
Notes due 2025
|
14448CAN4
(SEC)
/ 14448CAF1
(144A) /
USU1453PAE17
|
$2,000,000,000
|
1
|
$800,000,000
|
1.750% UST
due 03/15/2025
|
FIT1
|
+70 bps
|
$30
|
2.493% Senior Notes due 2027
|
14448CAP9
(SEC)
/ 14448CAH7
(144A) /
USU1453PAF81
|
$1,250,000,000
|
2
|
N/A
|
1.875% UST
due 02/28/2027
|
FIT1
|
+95 bps
|
$30
|
(1)
|
The offers with
respect to the Securities (as defined below) are subject to the
Aggregate Tender Cap (as defined below) of $1,150,000,000 and the
Series Tender Cap (as defined below).
|
(2)
|
Per $1,000
principal amount.
|
(3)
|
The Total
Consideration (as defined below) for Securities validly tendered at
or prior to the Early Tender Date (as defined below) and accepted
for purchase will be calculated using the applicable Fixed Spread
and is inclusive of the Early Tender Payment (as defined
below).
|
The tender offers consist of offers to purchase for cash, on the
terms and conditions set forth in the offer to purchase, dated
March 15, 2022 (as it may be amended
or supplemented from time to time, the "Offer to Purchase"), the
Company's 2.242% Senior Notes due 2025 (the "Notes due 2025") and
2.493% Senior Notes due 2027, up to $1,150,000,000 aggregate principal amount of
Securities (the "Aggregate Tender Cap") for all Securities
purchased in the tender offers, provided that the offer to purchase
the Notes due 2025 will be subject to an aggregate principal amount
sublimit of $800,000,000 (the "Series
Tender Cap"). The Company reserves the right, but is under no
obligation, to increase, decrease or eliminate the Aggregate Tender
Cap and/or the Series Tender Cap at any time, subject to applicable
law. The amount of each series of Securities that will be purchased
will be determined in accordance with the acceptance priority
levels set forth in the table above without exceeding the Aggregate
Tender Cap and the Series Tender Cap and may be prorated as
described in the Offer to Purchase. The Company refers investors to
the Offer to Purchase for the complete terms and conditions of the
tender offers.
The tender offers for the Securities will expire at 11:59 p.m., New York
City time, on April 11, 2022,
or, in each case, any other date and time to which the Company
extends the applicable tender offer (such date and time, as it may
be extended with respect to a tender offer, the applicable
"Expiration Date"), unless earlier terminated. Holders of
Securities must validly tender and not validly withdraw their
Securities at or prior to 5:00 p.m.,
New York City time, on
March 28, 2022 (such date and time,
as it may be extended with respect to a tender offer, the
applicable "Early Tender Date"), to be eligible to receive the
Total Consideration, which is inclusive of an amount in cash equal
to the amount set forth in the table above under the heading "Early
Tender Payment" (the "Early Tender Payment"). If a holder validly
tenders Securities after the applicable Early Tender Date but at or
prior to the applicable Expiration Date, the holder will only be
eligible to receive the applicable Late Tender Offer Consideration
(as defined below) plus Accrued Interest.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered, and not validly withdrawn,
and accepted for purchase pursuant to the applicable tender offer
will be determined in accordance with the formula set forth in the
Offer to Purchase by reference to the applicable fixed spread for
such series specified in the table above plus the applicable yield
based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above at 10:00 a.m., New York
City time, on March 29, 2022.
The "Late Tender Offer Consideration" is equal to the Total
Consideration minus the Early Tender Payment.
Each tender offer will expire on the applicable Expiration Date.
Except as set forth below, payment for the Securities that are
validly tendered at or prior to the Expiration Date will be made on
a date promptly following the Expiration Date, which is currently
anticipated to be April 13, 2022, the
second business day after the Expiration Date. The Company reserves
the right, in its sole discretion, to make payment for Securities
that are validly tendered at or prior to the Early Tender Date on
an earlier settlement date, which, if applicable, is currently
anticipated to be March 30, 2022, the
second business day after the Early Tender Date.
Holders will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date ("Accrued Interest").
Tendered Securities may be withdrawn at or prior to, but not
after, 5:00 p.m., New York City time, on March 28, 2022, unless extended or otherwise
required by applicable law (the "Withdrawal Deadline"). Subject to
applicable law, the Company may extend the Early Tender Date
without extending the Withdrawal Deadline with respect to a tender
offer.
The tender offers are subject to the satisfaction or waiver of certain conditions
as set forth in the Offer to Purchase. The tender offers are not
subject to minimum tender conditions.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. J.P. Morgan and Morgan Stanley are the dealer managers for
the tender offers. Investors with questions regarding the tender
offers may contact J.P. Morgan at (866) 834-4666 (toll-free) or
(212) 834-4045 (collect) and Morgan Stanley at (800) 624-1808
(toll-free) or (212) 761-1057 (collect). D.F. King & Co., Inc.
is the tender and information agent for the tender offers and can
be contacted at (866) 828-6934 (bankers and brokers can call
collect at (212) 269-5550) or by email at carr@dfking.com.
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender offers, and neither the Company
nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
The full details of the tender offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they will contain important information. The Offer
to Purchase may be obtained from D.F. King & Co., Inc., free of
charge, by calling toll-free at (866) 828-6934 (bankers and brokers
can call collect at (212) 269-5550) or by email at
carr@dfking.com.
About Carrier
As the leading global provider of healthy, safe, sustainable and
intelligent building and cold chain solutions, Carrier Global
Corporation is committed to making the world safer, sustainable and
more comfortable for generations to come. From the beginning, we've
led in inventing new technologies and entirely new industries.
Today, we continue to lead because we have a world-class, diverse
workforce that puts the customer at the center of everything we do.
For more information, visit corporate.carrier.com or follow
Carrier on social media at @Carrier.
Forward-Looking Statements
This communication contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. These
forward-looking statements are intended to provide management's
current expectations or plans for Carrier's future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements can be identified by the use
of words such as "believe," "expect," "expectations," "plans,"
"strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"confident," "scenario" and other words of similar meaning in
connection with a discussion of future operating or financial
performance or the separation from United Technologies Corporation
(the "Separation"), since renamed Raytheon Technologies
Corporation. Forward-looking statements may include, among other
things, statements relating to future sales, earnings, cash flow,
results of operations, uses of cash, share repurchases, tax rates
and other measures of financial performance or potential future
plans, strategies or transactions of Carrier, the estimated costs
associated with the Separation, Carrier's plans with respect to its
indebtedness and other statements that are not historical facts.
All forward-looking statements involve risks, uncertainties and
other factors that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements.
For additional information on identifying factors that may cause
actual results to vary materially from those stated in
forward-looking statements, see Carrier's reports on Forms 10-K,
10-Q and 8-K filed with or furnished to the U.S. Securities and
Exchange Commission from time to time. Any forward-looking
statement speaks only as of the date on which it is made, and
Carrier assumes no obligation to update or revise such statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
CARR-IR
Contact:
|
Media
Inquiries
|
|
Danielle
Canzanella
|
|
561-365-1101
|
|
Danielle.Canzanella@Carrier.com
|
|
|
|
Investor
Relations
|
|
Sam
Pearlstein
|
|
561-365-2251
|
|
Sam.Pearlstein@Carrier.com
|
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SOURCE Carrier Global Corporation