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by Pankti Antani
Mar 20, 2026 11:53 AM ET
HONEYWELL ANNOUNCES EARLY PARTICIPATION RESULTS AND UPSIZING OF ITS DEBT TENDER OFFERS
CHARLOTTE, N.C., March 20, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced the results as of 5:00 p.m., New York City time, on March 19, 2026 (the "Early Participation Date"), for its previously announced offers to purchase for cash the securities listed in Table 1 below (collectively, the "Dollar Securities") and the securities listed in Table 2 below (collectively, the "Euro Securities" and, together with the Dollar Securities, the "Securities") issued by Honeywell. Honeywell has amended the terms of its offer to purchase the Dollar Securities for cash by increasing the Dollar Total Maximum Amount from $3,750,000,000 to $4,670,000,000 (as so amended, the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer"). Honeywell intends to amend the terms of its offer to purchase the Euro Securities for cash by increasing the Euro Total Maximum Amount so that Honeywell will accept for purchase all Euro Securities that were validly tendered in the Euro Tender Offer as of the Early Participation Date with an Acceptance Priority Level (as defined below) of 1 through 6 (as so amended, the "Euro Total Maximum Amount" and, such offer to purchase, the "Euro Tender Offer" and, together with the Dollar Tender Offer, the "Tender Offers" and each, a "Tender Offer"). The amended Euro Total Maximum Amount will be announced following the Reference Yield Determination Date (as defined below). All other terms and conditions set forth in the offer to purchase, dated March 6, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase") remain unchanged. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The tables below outline the title and identifiers for each series of Securities, the principal amount outstanding as of the Early Participation Date, the acceptance priority level (the "Acceptance Priority Level"), and the principal amount tendered at or before the Early Participation Date as confirmed by the Information and Tender Agent (as defined below). Withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on March 19, 2026, and have not been extended.
Table 1: Dollar Securities Subject To The Dollar Tender Offer | ||||||||
Title of Security | Security Identifier(s) | Principal Amount | Acceptance | Principal Amount | ||||
9.065% Senior Notes due 2033 | CUSIP: 019512AM4 | $51,207,000 | 1 | $10,837,000 | ||||
6.625% Senior Notes due 2028 | CUSIP: 438506AS6 | $200,549,000 | 2 | $59,913,000 | ||||
5.700% Senior Notes due 2036 | CUSIP: 438516AR7 | $441,050,000 | 3 | $215,458,000 | ||||
5.700% Senior Notes due 2037 | CUSIP: 438516AT3 | $462,569,000 | 4 | $241,340,000 | ||||
5.375% Senior Notes due 2041 | CUSIP: 438516BB1 | $416,688,000 | 5 | $221,036,000 | ||||
5.350% Senior Notes due 2064 | CUSIP: 438516CU8 | $650,000,000 | 6 | $460,755,000 | ||||
5.250% Senior Notes due 2054 | CUSIP: 438516CT1 | $1,750,000,000 | 7 | $1,212,870,000 | ||||
5.000% Senior Notes due 2033 | CUSIP: 438516CK0 | $1,100,000,000 | 8 | $640,408,000 | ||||
5.000% Senior Notes due 2035 | CUSIP: 438516CS3 | $1,450,000,000 | 9 | $933,002,000 | ||||
4.950% Senior Notes due 2031 | CUSIP: 438516CR5 | $500,000,000 | 10 | $273,539,000 | ||||
4.750% Senior Notes due 2032 | CUSIP: 438516CZ7 | $650,000,000 | 11 | $397,451,000 | ||||
4.500% Senior Notes due 2034 | CUSIP: 438516CM6 | $1,000,000,000 | 12 | $620,200,000 | ||||
3.812% Senior Notes due 2047 | CUSIP: 438516BS4 | $442,373,000 | 13 | $145,000,000 | ||||
2.800% Senior Notes due 2050 | CUSIP: 438516CA2 | $700,983,000 | 14 | $123,334,000 | ||||
2.700% Senior Notes due 2029 | CUSIP: 438516BU9 | $750,000,000 | 15 | $417,653,000 | ||||
1.950% Senior Notes due 2030 | CUSIP: 438516BZ8 | $948,845,000 | 16 | $401,631,000 | ||||
1.750% Senior Notes due 2031 | CUSIP: 438516CF1 | $1,496,188,000 | 17 | $838,350,000 | ||||
Total | $13,010,452,000 | $7,212,777,000 | ||||||
Table 2: Euro Securities Subject to The Euro Tender Offer | ||||||||||
Title of Security | Security Identifier(s) | Principal Amount | Acceptance | Principal Amount | ||||||
3.500% Senior Notes due 2027† | Common Code: 262493865 | €650,000,000 | 1 | €456,629,000 | ||||||
2.250% Senior Notes due 2028† | Common Code: 136602691 | €750,000,000 | 2 | €455,871,000 | ||||||
4.125% Senior Notes due 2034 | Common Code: 255190342 | €1,000,000,000 | 3 | €465,238,000 | ||||||
3.750% Senior Notes due 2032 | Common Code: 262493873 | €500,000,000 | 4 | €322,147,000 | ||||||
3.750% Senior Notes due 2036 | Common Code: 277689006 | €750,000,000 | 5 | €374,322,000 | ||||||
3.375% Senior Notes due 2030 | Common Code: 277688999 | €750,000,000 | 6 | €392,826,000 | ||||||
0.750% Senior Notes due 2032 | Common Code: 212609404 | €500,000,000 | 7 | €137,018,000 | ||||||
Total | €4,900,000,000 | €2,604,051,000 | ||||||||
† On March 6, 2026, Honeywell announced that it had issued a conditional notice of full redemption to redeem all €650,000,000 in outstanding principal amount of its 3.500% Notes (the "3.500% Notes"). On March 10, Honeywell issued a notice of full redemption to redeem all €750,000,000 in outstanding principal amount of its 2.250% Notes (the "2.250% Notes"). As of the date of this press release, the Redemption Condition for the redemption of the 3.500% Notes has been satisfied. To the extent any 3.500% Notes and any 2.250% Notes have not previously been validly tendered and accepted for purchase in the Euro Tender Offer, such Securities will be redeemed on April 10, 2026. This press release does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes. The conditional redemption of the 3.500% Notes and the redemption of the 2.250% Notes are being made solely pursuant to separately issued notices of redemption delivered pursuant to the indenture governing such Securities. |
The Expiration Date for the Tender Offers is 5:00 p.m., New York City time, on April 7, 2026, unless extended or earlier terminated by Honeywell in respect of a Tender Offer in its sole and absolute discretion. As previously announced, the applicable "Reference Yield" for each series of Securities will be determined at 10:00 a.m., New York City time, on March 20, 2026 (the "Reference Yield Determination Date").
Each Tender Offer is subject to certain conditions, including the Financing Condition (as defined in the Offer to Purchase). As of the date of this press release, the Financing Condition has been satisfied. The Tender Offers are not conditioned on any minimum amount of Securities being tendered. Neither Tender Offer is conditioned on completion of the other, and each Tender Offer otherwise operates independently of the other Tender Offer. Subject to Honeywell's right to terminate one or both of the Tender Offers, and subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and proration, Honeywell will purchase the Securities that have been validly tendered at or before the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the second business day following the applicable Expiration Date). Honeywell reserves the right, but is not obligated, in its sole and absolute discretion, to purchase the Securities that have been validly tendered at or prior to the applicable Early Participation Date or following the applicable Early Participation Date but prior to the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell.
Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to act as the Dealer Managers in connection with the Tender Offers (collectively, the "Dealer Managers"). Questions regarding terms and conditions of the Tender Offers should be directed to BofA Securities at +1 (888) 292-0070 (toll free), Merrill Lynch International at +44 20-7997-5420 (London) or via email at debt_advisory@bofa.com, Goldman Sachs & Co. LLC at +1 (800) 828-3182 (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect).
D.F. King has been appointed the information and tender agent with respect to the Tender Offers (the "Information and Tender Agent"). The Offer to Purchase can be accessed at the Tender Offers website: http://www.dfking.com/honeywell. Questions or requests for assistance in connection with the tendering procedures for the Securities in the Tender Offers or for additional copies of the Offer to Purchase may be directed to the Information and Tender Agent at +1 (800) 967-5074 (toll free), +1 (212) 784-6885 (collect), +44 (0)20 7920 9700 (London) or via e-mail at honeywell@dfking.com. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Tender Offers.
About Honeywell
Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by our Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations for aerospace, building automation, industrial automation, process automation, and process technology that help make the world smarter and safer as well as more sustainable.