PALM
BEACH GARDENS, Fla., Nov. 30,
2023 /PRNewswire/ -- Carrier Global Corporation
(NYSE: CARR) ("Carrier" or the "Company"), global leader in
intelligent climate and energy solutions, today announced that it
has closed its previously announced private offerings of an
aggregate principal amount of $3,000,000,000 of USD-denominated notes (the "USD
Notes") and €2,350,000,000 aggregate principal amount of
euro-denominated notes (the "Euro Notes" and together with the USD
Notes, the "Notes"). The Euro Notes consist of €750,000,000
aggregate principal amount of 4.375% notes due 2025 (the
"Euro 2025 Notes"), €750,000,000
aggregate principal amount of 4.125% notes due 2028 (the "2028
Notes") and €850,000,000 aggregate principal amount of 4.500% notes
due 2032 (the "2032 Notes"). The USD Notes consist of $1,000,000,000 aggregate principal amount of
5.800% notes due 2025 (the "USD 2025
Notes"), $1,000,000,000 aggregate
principal amount of 5.900% notes due 2034 (the "2034 Notes") and
$1,000,000,000 aggregate principal
amount of 6.200% notes due 2054 (the "2054 Notes").
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"We're very pleased with the outcome of this process and the
overwhelming interest in our offering," said Patrick Goris,
Senior Vice President & Chief Financial Officer. "Thank you to
all of our team members and partners for their support, as well as
to our investors for their continued confidence in Carrier. The
weighted average cost of the debt associated with these offerings
is approximately 5.07%, inclusive of the impact of our interest
rate locks, and this results in an overall weighted average cost of
Carrier's outstanding long-term debt of under 4%."
The Company intends to use the net proceeds from the offerings
and sale of the Notes, together with cash on hand and borrowings
under the Company's existing term loan credit facilities and bridge
facility to fund the cash portion of the consideration for the
Company's previously announced acquisition of the climate solutions
business of Viessmann Group GmbH & Co. KG (the
"Acquisition") and pay fees and expenses in connection with the
Acquisition. The Notes are subject to a special mandatory
redemption if the Acquisition is not consummated by October 25, 2024.
Interest on each series of the Euro Notes began accruing on
November 29, 2023, the issue date of
the Euro Notes. Interest on the Euro
2025 Notes accrues at a rate of 4.375% per annum, payable
annually on May 29 of each year,
beginning on May 29, 2024. Interest
on the 2028 Notes accrues at a rate of 4.125% per annum, payable
annually on May 29 of each year,
beginning on May 29, 2024. Interest
on the 2032 Notes accrues at a rate of 4.500% per annum, payable
annually on November 29 of each year,
beginning on November 29, 2024. The
Euro 2025 Notes mature on
May 29, 2025, the 2028 Notes mature
on May 29, 2028, and the 2032 Notes
mature on November 29, 2032.
Interest on each series of the USD Notes began accruing on
November 30, 2023, the issue date of
the USD Notes. Interest on the USD
2025 Notes accrues at a rate of 5.800% per annum, payable
semi-annually on May 30 and
November 30 of each year, beginning
on May 30, 2024. Interest on the 2034
Notes accrues at a rate of 5.900% per annum, payable semi-annually
on March 15 and September 15 of each year, beginning on
March 15, 2024. Interest on the 2054
Notes accrues at a rate of 6.200% per annum, payable semi-annually
on March 15 and September 15 of each year, beginning on
March 15, 2024. The USD 2025 Notes mature on November 30, 2025, the 2034 Notes mature on
March 15, 2034, and the 2054 Notes
mature on March 15, 2054.
The Notes were offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States, to
persons other than "U.S. persons" in compliance with Regulation S
under the Securities Act. The Notes were not, and will not be,
registered under the Securities Act or any state securities laws,
and 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
applicable state laws. The Company will file with the Securities
and Exchange Commission an exchange registration statement with
respect to an exchange offer for the Notes or a shelf registration
statement for the resale of the Notes.
This press release shall not constitute an offer to sell or the
solicitation of an offer to purchase the Notes or any other
securities and shall not constitute an offer, solicitation or sale
in any state or jurisdiction in which such offering, solicitation
or sale would be unlawful.
About Carrier
Carrier Global Corporation, global
leader in intelligent climate and energy solutions, is committed to
creating solutions that matter for people and our planet 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.
Cautionary Statement:
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. Forward-looking statements may include, among other
things, statements relating to the proposed offering of the Notes,
statements relating to the Acquisition, 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, 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:
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Investor
Relations
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Sam
Pearlstein
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561-365-2251
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Sam.Pearlstein@Carrier.com
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Media
Inquiries
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Jason
Shockley
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561-542-0207
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Jason.Shockley@Carrier.com
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SOURCE Carrier Global Corporation