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by Stephen Carter
Mar 20, 2026 3:54 PM ET
HONEYWELL ANNOUNCES PRICING OF ITS DEBT TENDER OFFERS
CHARLOTTE, N.C., March 20, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced the applicable Reference Yield for each series of Securities (as defined below) 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 (i) for up to a maximum aggregate purchase price to be paid for the Dollar Securities validly tendered (excluding the accrued and unpaid interest on the Dollar Securities) of up to $4,670,000,000 (the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer") and (ii) for up to an amended maximum aggregate purchase price to be paid for the Euro Securities validly tendered (excluding the accrued and unpaid interest on the Euro Securities) of up to €2,491,177,677.11 (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"), in order to accept for purchase all Euro Securities with Acceptance Priority Levels of 1 through 6 that were validly tendered in the Euro Tender Offer as of the Early Participation Date (as defined below). The Tender Offers are being made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated March 6, 2026, as modified by Honeywell's prior press release increasing the Dollar Total Maximum Amount and this press release increasing the Euro Total Maximum Amount (the "Offer to Purchase"). 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, the acceptance priority level (the "Acceptance Priority Level"), the applicable Reference Yield for each series of Securities (as determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on March 20, 2026), the applicable "Total Consideration" for each series of Securities, the principal amount tendered at or before 5:00 p.m., New York City time, on March 19, 2026 (the "Early Participation Date")(as previously announced) and the principal amount to be accepted for purchase by Honeywell. 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 | Principal Amount | Acceptance | Fixed | Reference | Total | Principal Amount | Principal | |||||||||
9.065% | CUSIP: | $51,207,000 | 1 | 55 | 4.350 % | $1,249.61 | $10,837,000 | $10,837,000 | |||||||||
6.625% | CUSIP: | $200,549,000 | 2 | 20 | 3.921 % | $1,052.64 | $59,913,000 | $59,913,000 | |||||||||
5.700% | CUSIP: | $441,050,000 | 3 | 40 | 4.350 % | $1,074.77 | $215,458,000 | $215,458,000 | |||||||||
5.700% | CUSIP: | $462,569,000 | 4 | 50 | 4.350 % | $1,071.66 | $241,340,000 | $241,340,000 | |||||||||
5.375% | CUSIP: | $416,688,000 | 5 | 70 | 4.350 % | $1,033.76 | $221,036,000 | $221,036,000 | |||||||||
5.350% | CUSIP: | $650,000,000 | 6 | 70 | 4.916 % | $958.39 | $460,755,000 | $460,755,000 | |||||||||
5.250% | CUSIP: | $1,750,000,000 | 7 | 65 | 4.916 % | $955.43 | $1,212,870,000 | $1,212,870,000 | |||||||||
5.000% | CUSIP: | $1,100,000,000 | 8 | 5 | 4.350 % | $1,034.24 | $640,408,000 | $640,408,000 | |||||||||
5.000% | CUSIP: | $1,450,000,000 | 9 | 35 | 4.350 % | $1,021.21 | $933,002,000 | $933,002,000 | |||||||||
4.950% | CUSIP: | $500,000,000 | 10 | 25 | 3.997 % | $1,032.90 | $273,539,000 | $273,539,000 | |||||||||
4.750% | CUSIP: | $650,000,000 | 11 | 35 | 3.997 % | $1,020.10 | $397,451,000 | $369,149,000 | |||||||||
4.500% | CUSIP: | $1,000,000,000 | 12 | 20 | N/A | N/A | $620,200,000 | $0 | |||||||||
3.812% | CUSIP: | $442,373,000 | 13 | 55 | N/A | N/A | $145,000,000 | $0 | |||||||||
2.800% | CUSIP: | $700,983,000 | 14 | 30 | N/A | N/A | $123,334,000 | $0 | |||||||||
2.700% | CUSIP: | $750,000,000 | 15 | 15 | N/A | N/A | $417,653,000 | $0 | |||||||||
1.950% | CUSIP: | $948,845,000 | 16 | 15 | N/A | N/A | $401,631,000 | $0 | |||||||||
1.750% | CUSIP: | $1,496,188,000 | 17 | 30 | N/A | N/A | $838,350,000 | $0 | |||||||||
Total | $13,010,452,000 | $7,212,777,000 | $4,638,307,000 | ||||||||||||||
Table 2: Euro Securities Subject to The Euro Tender Offer | ||||||||||||||||
Title of | Security | Principal Amount | Acceptance | Fixed | Reference | Total | Principal | Principal | ||||||||
3.500% Senior | Common Code: | €650,000,000 | 1 | 20 | 2.591 % | €1,007.84 | €456,629,000 | €456,629,000 | ||||||||
2.250% Senior | Common Code: | €750,000,000 | 2 | 30 | 2.616 % | €1,000.00 | €455,871,000 | €455,871,000 | ||||||||
4.125% Senior | Common Code: | €1,000,000,000 | 3 | 70 | 2.969 % | €1,032.25 | €465,238,000 | €465,238,000 | ||||||||
3.750% Senior | Common Code: | €500,000,000 | 4 | 65 | 2.890 % | €1,011.03 | €322,147,000 | €322,147,000 | ||||||||
3.750% Senior | Common Code: | €750,000,000 | 5 | 75 | 3.014 % | €998.93 | €374,322,000 | €374,322,000 | ||||||||
3.375% Senior | Common Code: | €750,000,000 | 6 | 35 | 2.851 % | €1,006.13 | €392,826,000 | €392,826,000 | ||||||||
0.750% Senior | Common Code: | €500,000,000 | 7 | 45 | N/A | N/A | €137,018,000 | €0 | ||||||||
Total | €4,900,000,000 | €2,604,051,000 | €2,467,033,000 | |||||||||||||
† 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. |
Honeywell expects to accept for purchase all Dollar Securities with Acceptance Priority Levels of 1 through 10 and the Dollar Securities with Acceptance Priority Level of 11 on a pro rata basis up to the Dollar Total Maximum Amount, using a proration factor of approximately 93%, that were validly tendered in the Dollar Tender Offer as of the Early Participation Date. Honeywell expects to accept for purchase all Euro Securities with Acceptance Priority Levels of 1 through 6 that were validly tendered in the Euro Tender Offer as of the Early Participation Date. Honeywell intends to exercise its right to purchase the Securities that were validly tendered at or before the Early Participation Date and that are accepted for purchase on March 24, 2026 (the "Early Payment Date"). Securities that are accepted in the Tender Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.
Due to the Dollar Total Maximum Amount and Euro Total Maximum Amount, Honeywell is not accepting for purchase any Dollar Securities having an Acceptance Priority Level of 12 or lower and is not accepting any Euro Securities having an Acceptance Priority Level of 7. Any tendered Securities not accepted for purchase will be credited to appropriate accounts at the relevant Clearing System promptly following the Early Payment Date.
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. Given that the aggregate purchase price of the Dollar Securities validly tendered in the Dollar Tender Offer at or prior to the Early Participation Date exceeds the Dollar Total Maximum Amount and the aggregate purchase price of the Euro Securities validly tendered in the Euro Tender Offer at or prior to the Early Participation Date exceeds the Euro Total Maximum Amount, Honeywell will not accept any further tenders of Dollar Securities or Euro Securities.
Holders who validly tendered such Securities at or before the Early Participation Date, once such Securities are accepted for purchase, will be eligible to receive the applicable "Total Consideration" for their accepted Securities. The "Total Consideration" payable for each series of Securities will be a price per $1,000 or €1,000 principal amount, as applicable, of such series of Securities validly tendered pursuant to the applicable Tender Offer at or prior to the applicable Early Participation Date, and accepted for purchase by Honeywell on the Early Payment Date. The "Total Consideration" includes an early participation amount of $50 per $1,000 principal amount of the Dollar Securities or €50 per €1,000 principal amount of the Euro Securities, as applicable. In addition, holders whose Securities are accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on the accepted Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, the Early Payment Date.
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.
Honeywell reserves the right, in its sole and absolute discretion, not to purchase any Securities or to extend, re-open, withdraw or terminate one or both of the Tender Offers and to amend or waive any of the terms and conditions of one or both of the Tender Offers in any manner, subject to applicable laws and regulations.
Unless stated otherwise, announcements in connection with the Tender Offers will be made available on Honeywell's website at https://investor.honeywell.com/news. Such announcements may also be made by (i) the issue of a press release and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the corresponding contact details for whom are set out above. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements relating to the Tender Offers. In addition, all documentation relating to the Tender Offers, together with any updates, will be available via the Offer Website: http://www.dfking.com/honeywell.
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.
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