HON Honeywell International Inc

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

--------------------

 

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT – September 30, 2015

(Date of earliest event reported)

 

 

honeywell international inc.

(Exact name of Registrant as specified in its Charter)

 

DELAWARE (State or other jurisdiction of incorporation)

1-8974 (Commission File Number)

22-2640650 (I.R.S. Employer Identification Number)

 

 

 

115 Tabor Road, Morris Plains, New Jersey	07950
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code: (973) 455-2000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01	Entry into a Material Definitive Agreement.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On September 30, 2015, Honeywell International Inc. (“Honeywell”) amended its $4.0 billion Amended and Restated Five Year Credit Agreement (the “Credit Agreement”) dated as of July 10, 2015, with the banks, financial institutions and other institutional lenders party to the Credit Agreement, Citibank, N.A., as administrative agent, Citibank International Limited, as swing line agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and co-book managers. The amendment eliminates the $500 million sublimit for revolving credit borrowings and competitive bid borrowings in foreign currencies. The description of the amendment to the Credit Agreement contained herein is qualified in its entirety by reference to the Amendment to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

The following exhibit is filed as part of this report:

 

Exhibit #		Description
10.1		Amendment No. 1, dated as of September 30, 2015, to the $4.0 billion Amended and Restated Five Year Credit Agreement dated as of  July 10, 2015 among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Citibank, N.A., as administrative agent, Citibank International Limited, as swing line agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and co-book managers.

 

 

SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  October 1, 2015	Honeywell International Inc.
	By:	/s/ Jeffrey N. Neuman
		Jeffrey N. Neuman Vice President, Corporate Secretary and  Deputy General Counsel

 

 

Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

 

Dated as of September 30, 2015

 

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Honeywell International Inc. (the “Company”), the other borrowers parties to the Credit Agreement referred to below, the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders.

 

PRELIMINARY STATEMENTS:

 

(1) The Company, the Lenders and the Agent have entered into an Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

 

(2) The Company and the Majority Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

 

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

 

(a) Section 2.01(a) is amended by deleting in full the following sentence:

 

Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000.

 

(b) Section 2.03(a) is amended by deleting in full the following sentence.

 

Notwithstanding anything herein to the contrary, no Competitive Bid Borrowing may be made in a Foreign Currency if, after giving effect to the making of such Competitive Bid Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, would exceed $500,000,000.

 

(c) Section 2.10(b)(ii) is deleted in full.

SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Company and the Majority Lenders.

 

SECTION 3. Representations and Warranties of the Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement are true and correct on and as of the date hereof and (ii) no Default has occurred and is continuing.

 

SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

 

(b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

 

(d) This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.

 

SECTION 5. Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.

 

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

 

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	HONEYWELL INTERNATIONAL INC.
	By:	/s/ John J. Tus
	Name:	John J. Tus
	Title:	Vice President and Treasurer
	CITIBANK, N.A., as Administrative Agent and as a Lender
	By:	/s/ Susan M. Olsen
	Name:	Susan M. Olsen
	Title:	Vice President
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Richard W. Duker
	Name:	Richard W. Duker
	Title:	Managing Director
	BANK OF AMERICA, N.A.
	By:	/s/ Lindsay Kim
	Name:	Lindsay Kim
	Title:	Vice President
	BARCLAYS BANK PLC
	By:	/s/ Christopher R. Lee
	Name:	Christopher R. Lee
	Title:	Vice President
	DEUTSCHE BANK AG NEW YORK BRANCH
	By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Vice President
	By:	/s/ Heidi Sandquist
	Name:	Heidi Sandquist
	Title:	Director

	GOLDMAN SACHS BANK USA
	By:	/s/ Jamie Minieri
	Name:	Jamie Minieri
	Title:	Authorized Signatory
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	By:	/s/ Maria Iarriccio
	Name:	Maria Iarriccio
	Title:	Director
	MORGAN STANLEY BANK, N.A.
	By:	/s/ Jason Lipschitz
	Name:	Jason Lipschitz
	Title:	Authorized Signatory
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ James Travagline
	Name:	James Travagline
	Title:	Director
	BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH
	By:	/s/ Brian Crowley
	Name:	Brian Crowley
	Title:	Managing Director
	By:	/s/ Luca Sacchi
	Name:	Luca Sacchi
	Title:	Managing Director
	BNP PARIBAS
	By:	/s/ Angela Bentley Arnold
	Name:	Angela Bentley Arnold
	Title:	Managing Director
	By:	/s/ Kwang Kyun Choi
	Name:	Kwang Kyun Choi
	Title:	Vice President

	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Patrick Mueller
	Name:	Patrick Mueller
	Title:	Director
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
	By:	/s/ Peitao Chen
	Name:	Peitao Chen
	Title:	Deputy General Manager
	INTESA SANPAOLO S.P.A., NEW YORK BRANCH
	By:	/s/ Jordan Schweon
	Name:	Jordan Schweon
	Title:	Global Relationship Manager
	By:	/s/ Francesco Di Mario
	Name:	Francesco Di Mario
	Title:	FVP, Credit Manager
	MIZUHO BANK, LTD.
	By:	/s/ Donna DeMagistris
	Name:	Donna DeMagistris
	Title:	Authorized Signatory
	ROYAL BANK OF CANADA
	By:	/s/ Kevin Flynn
	Name:	Kevin Flynn
	Title:	Authorized Signatory
	SOCIETE GENERALE
	By:	/s/ Linda Tam
	Name:	Linda Tam
	Title:	Director

	STANDARD CHARTERED BANK
	By:	/s/ Felipe Macia
	Name:	Felipe Macia
	Title:	Managing Director
	By:	/s/ Hsing H. Huang
	Name:	Hsing H. Huang
	Title:	Associate Director
	SUMITOMO MITSUI BANKING CORPORATION
	By:	/s/ David W. Kee
	Name:	David W. Kee
	Title:	Managing Director
	THE NORTHERN TRUST COMPANY
	By:	/s/ Andrew Holtz
	Name:	Andrew Holtz
	Title:	Senior Vice President
	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Jeannine Pascal
	Name:	Jeannine Pascal
	Title:	Vice President
	TORONTO DOMINION (TEXAS) LLC
	By:	/s/ Rayan Karim
	Name:	Rayan Karim
	Title:	Authorized Signatory
	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Mark Irey
	Name:	Mark Irey
	Title:	Vice President

	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	By:	/s/ Robert Grillo
	Name:	Robert Grillo
	Title:	Director
	BANK OF CHINA, NEW YORK BRANCH
	By:	/s/ Haifeng Xu
	Name:	Haifeng Xu
	Title:	Executive Vice President
	BAYERISCHE LANDESBANK, NEW YORK BRANCH
	By:	/s/ Matthew DeCarlo
	Name:	Matthew DeCarlo
	Title:	Senior Director
	By:	/s/ Elke Videgain
	Name:	Elke Videgain
	Title:	Vice President
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
	By:	/s/ Mark Koneval
	Name:	Mark Koneval
	Title:	Managing Director
	By:	/s/ Gordon Yip
	Name:	Gordon Yip
	Title:	Director
	DANSKE BANK A/S
	By:	/s/ Bjarne Madsen
	Name:	Bjarne Madsen
	Title:	Senior Loan Manager
	By:	/s/ Gert Carstens
	Name:	Gert Carstens
	Title:	Senior Loan Manager

	DBS BANK LTD.
	By:	/s/ Jacqueline Tan
	Name:	Jacqueline Tan
	Title:	Senior Vice President
	LLOYDS BANK PLC
	By:	/s/ Erin Doherty
	Name:	Erin Doherty
	Title:	Assistant Vice President
	By:	/s/ Julia R. Franklin
	Name:	Julia R. Franklin
	Title:	Vice President
	SANTANDER BANK, N.A.
	By:	/s/ William Maag
	Name:	William Maag
	Title:	Managing Director
	THE BANK OF NEW YORK MELLON
	By:	/s/ David Wirl
	Name:	David Wirl
	Title:	Managing Director
	THE BANK OF NOVA SCOTIA
	By:	/s/ Michelle Phillips
	Name:	Michelle Phillips
	Title:	Director
	UNICREDIT BANK AG, NEW YORK BRANCH
	By:	/s/ Ken Hamilton
	Name:	Ken Hamilton
	Title:	Managing Director
	By:	/s/ Betsy Hudson
	Name:	Betsy Hudson
	Title:	Associate Director

	WESTPAC BANKING CORPORATION
	By:	/s/ Richard Yarnold
	Name:	Richard Yarnold
	Title:	Senior Relationship Manager