MORRIS PLAINS, N.J.,
Oct. 24, 2016 /PRNewswire/
-- Honeywell International Inc. ("Honeywell" or the
"Company") (NYSE: HON) today announced that it has
commenced a cash tender offer (the "Offer") for any and all of its
outstanding notes set forth in the table below (collectively, the
"Notes").
The purchase price for each $1,000
principal amount of Notes validly tendered and accepted for
purchase pursuant to the Offer (the "Consideration") will be
determined by reference to the fixed spread specified below (the
"Fixed Spread") over the yield (the "Reference Yield") based on the
bid side price of the Reference U.S. Treasury Security specified
below as calculated by the Dealer Managers (as defined below)
at 11:00 a.m., New York City time, on October 31, 2016 (such time and date, as the same
may be extended, the "Price Determination Date"). Holders of Notes
that are validly tendered (and not subsequently validly withdrawn)
and accepted for purchase will receive the Consideration. In order
to be eligible to receive the Consideration, holders of Notes must
validly tender their Notes at or before the Expiration Time (as
defined below). All holders whose Notes are accepted for purchase
will also receive accrued and unpaid interest on the purchased
Notes from the last interest payment date for such Notes up to, but
excluding, the Settlement Date (as defined below).
Title of
Security
|
CUSIP
|
Aggregate
Principal Amount Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(Basis Points)
|
5.30% Senior Notes
due 2017
|
438516AS5
|
$400,000,000
|
0.75% UST due March
15, 2017
|
FIT3
|
+15
|
5.30% Senior Notes
due 2018
|
438516AX4
|
$900,000,000
|
0.75% UST due
February 28, 2018
|
FIT4
|
+25
|
5.00% Senior Notes
due 2019
|
438516AZ9
|
$900,000,000
|
0.75% UST due
February 15, 2019
|
FIT5
|
+35
|
|
(1) The
applicable page on Bloomberg from which the Dealer Managers will
quote the bid side price of the
Reference U.S. Treasury
Security.
|
The Offer will expire at 5:00
p.m., New York City time,
on October 31, 2016, unless extended
or earlier terminated (the "Expiration Time"). Holders who have
validly tendered their Notes may withdraw such Notes at any time at
or before the Expiration Time. Honeywell expects to pay the
Consideration for Notes validly tendered and not validly withdrawn
before the Expiration Time on November 1,
2016, the first business day following the Expiration Time
(the "Settlement Date"). Honeywell expects to pay the Consideration
for Notes, if any, validly tendered pursuant to the guaranteed
delivery procedures and accepted for payment (to the extent that
such Notes are not delivered prior to the Expiration Time) on
November 3, 2016, the third business
day following the Expiration Time. For the avoidance of doubt,
Honeywell will not pay accrued interest for any periods following
the Settlement Date in respect of any Notes accepted in the
Offer.
Honeywell's obligation to accept and pay for the Notes validly
tendered in the Offer is conditioned on, among other things, the
successful offering of new senior unsecured notes (the "New
Notes"). Honeywell intends to finance the payment for the
Notes tendered pursuant to the Offer with a portion of the proceeds
raised from the New Notes. Subject to applicable law, Honeywell has
reserved the right to terminate, withdraw, amend or extend the
Offer in its sole discretion.
Following the expiration of the Offer, the Company intends to
redeem any and all Notes that are not tendered and accepted in the
Offer in accordance with the indenture governing the Notes (the
"Indenture"). The Company is not obligated to redeem Notes
that are not tendered and accepted in the Offer, and there can be
no assurance it will do so. Statements of intent in this news
release shall not constitute a notice of redemption under the
Indenture. Any such notice, if made, will only be made in
accordance with the provisions of the Indenture.
The complete terms and conditions of the Offer are set forth in
the Offer to Purchase, dated October 24,
2016 (the "Offer to Purchase") and in the related Letter of
Transmittal and Notice of Guaranteed Delivery, along with any
amendments and supplements thereto, which holders are urged to read
carefully before making any decision with respect to the Offer.
Honeywell has retained Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo
Securities, LLC to act as Dealer Managers in connection with the
Offer. Copies of the Offer to Purchase and the related Letter of
Transmittal and Notice of Guaranteed Delivery may be obtained from
Global Bondholder Services Corporation, the Tender and Information
Agent for the Offer, by phone at (212) 430-3774 (banks and brokers)
or (866) 470-4300 (all others) or online at
www.gbsc-usa.com/Honeywell/. Questions regarding the Offer
may also be directed to the Dealer Managers as set forth below:
Deutsche Bank Securities Inc.
60 Wall
Street
New York, New York 10005
Attention: Liability Management Group
Toll-Free: (866) 627-0391
Collect: (212) 250-2955
J.P. Morgan Securities LLC
383 Madison
Avenue
New York, NY 10179
Attention: Liability Management Group
Toll-Free: (866) 834-4666
Collect: (212) 834-8553
Morgan Stanley & Co. LLC
1585
Broadway
New York, NY 10036
Attention: Liability Management Group
Collect: (212) 761-1057
Toll Free: (800) 624-1808
Wells Fargo Securities, LLC
550 South
Tryon Street, 5th Floor
Charlotte, NC 28202
Attention: Liability Management Group
Toll-Free: (866) 309-6316
Collect: (704) 410-4760
This news release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The Offer is being made only by, and pursuant to
the terms of, the Offer to Purchase and the related Letter of
Transmittal and Notice of Guaranteed Delivery. The Offer is not
being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction where the laws
require the Offer to be made by a licensed broker or dealer, the
Offer will be made by the Dealer Managers on behalf of Honeywell.
None of Honeywell, the Tender and Information Agent, the Dealer
Managers or the Trustee with respect to the Notes, nor any of their
affiliates, makes any recommendation as to whether holders should
tender or refrain from tendering all or any portion of their Notes
in response to the Offer.
Honeywell is a Fortune 100 diversified technology and
manufacturing leader, serving customers worldwide with aerospace
products and services; control technologies for buildings, homes,
and industry; turbochargers; and performance materials.
This release contains certain statements that may be deemed
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, that address activities,
events or developments that we or our management intends, expects,
projects, believes or anticipates will or may occur in the future
are forward-looking statements. Such statements are based upon
certain assumptions and assessments made by our management in light
of their experience and their perception of historical trends,
current economic and industry conditions, expected future
developments and other factors they believe to be appropriate. The
forward-looking statements included in this release are also
subject to a number of material risks and uncertainties, including
but not limited to economic, competitive, governmental, and
technological factors affecting our operations, markets, products,
services and prices. Such forward-looking statements are not
guarantees of future performance, and actual results, developments
and business decisions may differ from those envisaged by such
forward-looking statements. We identify the principal risks and
uncertainties that affect our performance in our Form 10-K and
other filings with the Securities and Exchange Commission.
Contacts:
|
|
|
|
Media
|
Investor
Relations
|
Robert C.
Ferris
|
Mark
Macaluso
|
(973)
455-3388
|
(973)
455-2222
|
rob.ferris@honeywell.com
|
mark.macaluso@honeywell.com
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/honeywell-announces-any-and-all-cash-tender-offer-300349646.html
SOURCE Honeywell