Carrier Announces Tender Offers for Outstanding Debt Securities
Rhea-AI Summary
Carrier Global (NYSE: CARR) has announced tender offers to purchase up to $800 million in outstanding debt securities. The offers target five series of notes with maturities ranging from 2025 to 2054. The tender offers are subject to an Aggregate Purchase Price of $800 million and specific Series Tender Caps for two note series.
Key points:
- Early Tender Date: August 8, 2024, 5:00 p.m. ET
- Expiration Date: August 22, 2024, 11:59 p.m. ET
- Early Tender Payment: $30 per $1,000 principal amount
- Expected settlement date: August 27, 2024
The tender offers aim to manage Carrier's debt profile and are not subject to minimum tender conditions. Morgan Stanley, J.P. Morgan, and Wells Fargo Securities are leading the offers as dealer managers.
Positive
- Proactive debt management strategy
- Potential reduction of $800 million in outstanding debt
- Early tender incentive of $30 per $1,000 principal amount
Negative
- Potential increase in short-term cash outflow
- May result in a loss on early extinguishment of debt
News Market Reaction
On the day this news was published, CARR gained 2.99%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Up to
Title of | CUSIP Number / ISIN Number | Principal | Acceptance | Series |
| Bloomberg | Fixed | Early |
| 14448CBC7 / US14448CBC73 (SEC) 14448CAY0 / US14448CAY03 (144A) U1453PAN1 / USU1453PAN16 (Reg S) | 1 |
| FIT1 | +85 bps | |||
| 14448CBD5 / US14448CBD56 (SEC) 14448CBA1 / US14448CBA18 (144A) U1453PAQ4 / USU1453PAQ47 (Reg S) | 2 |
| FIT1 | +100 bps | |||
| 14448CAS3 / US14448CAS35 (SEC) 14448CAC8 / US14448CAC82 (144A) U1453PAC5 / USU1453PAC50 (Reg S) | 3 | N/A |
| FIT1 | +95 bps | ||
| 14448CAR5 / US14448CAR51 (SEC) 14448CAB0 / US14448CAB00 (144A) U1453PAB7 / USU1453PAB77 (Reg S) | 4 | N/A |
| FIT1 | +80 bps | ||
Notes | 14448CAN4 / US14448CAN48 (SEC) 14448CAF1 / US14448CAF14 (144A) U1453PAE1 / USU1453PAE17 (Reg S) | 5 | N/A |
| FIT3 | +30 bps |
________________________________________ | |
(1) | The offers with respect to the Securities (as defined below) are subject to the Aggregate Purchase Price (as defined below) of |
(2) | Per |
(3) | The Total Consideration (as defined below) for Securities validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase will be calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment (as defined below). |
The tender offers consist of offers to purchase for cash, on the terms and conditions set forth in the offer to purchase, dated July 26, 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), the Company's
The tender offers for the Securities will expire one minute after 11:59 p.m.,
The applicable consideration (the "Total Consideration") offered per
Each tender offer will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered at or prior to the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be August 27, 2024, the third business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered at or prior to the Early Tender Date on an earlier settlement date, which, if applicable, is currently anticipated to be August 13, 2024, the third business day after the Early Tender Date.
Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date ("Accrued Interest").
Tendered Securities may be withdrawn at or prior to, but not after, 5:00 p.m.,
The tender offers are subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. The tender offers are not subject to minimum tender conditions.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning today. Morgan Stanley, J.P. Morgan and Wells Fargo Securities are the lead dealer managers for the tender offers and Deutsche Bank Securities and Goldman Sachs & Co. LLC are the co-dealer managers for the tender offers. Investors with questions regarding the tender offers may contact Morgan Stanley at (800) 624-1808 (toll free), J.P. Morgan at (866) 834-4666 (toll free) or (212) 834-4045 (collect) or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4759 (collect). D.F. King & Co., Inc. is the tender and information agent for the tender offers (the "Tender and Information Agent") and can be contacted at (866) 342-4882 (bankers and brokers can call collect at (212) 269-5550) or by email at carr@dfking.com.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the tender offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
The full details of the tender offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at (866) 342-4882 (bankers and brokers can call collect at (212) 269-5550) or by email at carr@dfking.com.
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.
Forward-Looking Statements
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 planned completion of the tender offers, 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
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SOURCE Carrier Global Corporation