PALM
BEACH GARDENS, Fla., March 29,
2022 /PRNewswire/ -- Carrier Global
Corporation (NYSE: CARR) (the "Company") today
announced the early tender results for its previously announced
cash tender offers (the "Tender Offers"), in the order of priority
set forth in the table below, for up to an aggregate principal
amount of the outstanding senior notes listed in the table below
(collectively, the "Securities" and each a "series") such that the
aggregate amount payable upon settlement (exclusive of accrued and
unpaid interest) (i) for all Securities purchased in the Tender
Offers does not exceed $1,150,000,000
(the "Aggregate Tender Cap") and (ii) for the Company's 2.242%
Senior Notes due 2025 (the "Notes due 2025") purchased in the
Tender Offers does not exceed $800,000,000 (the "Series Tender Cap").
As of the previously announced early tender date and time of
5:00 p.m., New York City time, on March 28, 2022 (the "Early Tender Date"),
according to information provided by D.F. King & Co, the tender
and information agent for the Tender Offers, the aggregate
principal amount of each series of Securities set forth in the
table below under "Principal Amount Tendered" have been validly
tendered and not validly withdrawn in the Tender Offers. Withdrawal
rights for the Tender Offers expired at 5:00
p.m. New York City time on
March 28, 2022, and, accordingly,
Securities validly tendered in the Tender Offers may no longer be
withdrawn except where additional withdrawal rights are required by
law.
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)
|
Principal Amount
Tendered
|
Percent Tendered of
Amount Outstanding
|
Principal Amount
Accepted
|
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
|
$929,512,000
|
46.48%
|
$800,000,000
|
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
|
$450,076,000
|
36.01%
|
$350,000,000
|
(1)
|
The offers with respect
to the Securities are subject to the Aggregate Tender Cap and, in
the case of the Notes due 2025, the Series Tender Cap. The Company
will purchase up to the Aggregate Tender Cap of its Securities,
subject to the Acceptance Priority Levels as set forth in the table
above (each, an "Acceptance Priority Level") and the Series Tender
Cap. The Company reserves the right to increase, decrease or
eliminate the Aggregate Tender Cap and/or the Series Tender Cap at
any time, subject to compliance with applicable law.
|
(2)
|
Per $1,000 principal
amount.
|
The Tender Offers are being made pursuant to an offer to
purchase, dated March 15, 2022 (as it
may be amended or supplemented from time to time, the "Offer to
Purchase"), which sets forth the terms and conditions of the Tender
Offers. The Tender Offers 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.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable "Fixed Spread" for such series of Securities 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 as quoted on the applicable Bloomberg
Reference Page specified in the table above at 10:00 a.m. New York
City time on March 29, 2022.
The Company expects to issue a press release on March 29, 2022 to announce the Reference Yield
(as defined in the Offer to Purchase) for each series of Securities
that will be used in determining the Total Consideration payable in
connection with the Tender Offers. It is anticipated that the
settlement date for Securities that are validly tendered at or
prior to the Early Tender Date will be March
30, 2022.
The Company's obligation to accept for payment and to pay for
the Securities validly tendered in the Tender Offers is not subject
to any minimum tender condition, but is subject to the satisfaction
or waiver of the conditions described in the Offer to Purchase. The
Company reserves the right, subject to applicable law, at any time
to (i) waive any and all conditions to any of the Tender Offers,
(ii) extend or terminate any of the Tender Offers, (iii) increase,
decrease or eliminate the Aggregate Tender Cap, (iv) increase,
decrease or eliminate the Series Tender Cap, or (v) otherwise amend
any of the Tender Offers in any respect.
Information Relating to the Tender
Offers
J.P. Morgan and Morgan
Stanley are the dealer managers (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 (the "Tender and Information Agent")
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 series of 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 of Securities must make their own
decision as to whether to tender any of their Securities, and, if
so, the principal amount of Securities to tender.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
The full details of the Tender Offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. The Offer to Purchase, including materials
incorporated by reference therein, contains important information
that should be read by holders of Securities before making a
decision to tender any Securities. Copies of 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