HONEYWELL ANNOUNCES PRICING OF HONEYWELL AEROSPACE'S OFFERING OF SENIOR NOTES IN CONNECTION WITH PLANNED SPIN-OFF

Rhea-AI Summary

Honeywell (NASDAQ: HON) announced that Honeywell Aerospace priced a private offering of senior notes totaling $16.0 billion across multiple maturities to fund the planned spin-off.

The financing includes $10.0 billion of New Money Notes to fund a cash distribution to Honeywell and $6.0 billion of Exchange Notes issued to Honeywell and transferred to selling noteholders; closing is expected on or about March 16, 2026.

Positive

• $10.0 billion of New Money Notes to fund spin-off distribution
• $6.0 billion of Exchange Notes to satisfy Honeywell debt obligations
• Notes contain multi‑year maturities through 2066, locking long-term funding

Negative

• Total indebtedness of $16.0 billion created for Aerospace at issuance
• $6.0 billion Exchange Notes generate no cash proceeds for Aerospace
• Aerospace guarantees will be released at spin-off, removing Honeywell guarantee

News Market Reaction – HON

-0.49%

-0.49% Session close to close

In the Mar 11 session, HON declined 0.49%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details the pricing of multiple tranches of Honeywell Aerospace senior notes, with...

Analysis

This announcement details the pricing of multiple tranches of Honeywell Aerospace senior notes, with maturities ranging from 2028 to 2066 and coupons between 3.900% and 5.852%. The proceeds from the New Money Notes will fund a cash distribution to Honeywell and spin-off related costs, echoing prior Aerospace and Solstice note offerings. Investors may track subsequent Form 10 updates, tender offers, and additional capital structure steps around the planned Q3 2026 Aerospace separation.

Key Figures

2028 notes size: $1,250,000,000 2029 notes size: $1,250,000,000 2029 floating notes: $500,000,000 +5 more

8 metrics

2028 notes size $1,250,000,000 3.900% senior notes due 2028, issued at 99.928% of par

2029 notes size $1,250,000,000 4.000% senior notes due 2029, issued at 99.832% of par

2029 floating notes $500,000,000 Floating rate notes due 2029, interest at compounded SOFR + 0.630%

2031 notes size $2,000,000,000 4.300% senior notes due 2031, issued at 99.822% of par

2033 notes size $1,750,000,000 4.600% senior notes due 2033, issued at 99.769% of par

2036 notes size $3,250,000,000 4.950% senior notes due 2036, issued at par

2046 notes size $1,000,000,000 5.622% senior notes due 2046, issued at par

2056 & 2066 notes $5,000,000,000 $3.5B 5.732% notes due 2056 and $1.5B 5.852% notes due 2066

Previous Offering Reports

3 past events · Latest: Mar 06 (Neutral)

Same Type Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 06	Aerospace notes launch	Neutral	-1.3%	Launch of up to $16B senior notes for Aerospace spin-off financing.
Sep 16	Solstice notes pricing	Neutral	+0.3%	Pricing of $1B Solstice senior notes due 2033 for spin-off.
Sep 16	Solstice notes launch	Neutral	-0.4%	Launch of $1B Solstice senior notes due 2033 for spin-off.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent offering-related spin-off financings for Honeywell and its subsidiaries have produced modest single-day stock moves, with an average same-day change of -0.44% across three offering-tagged events.

Recent Company History

Over the past year, Honeywell has repeatedly used spin-off related note offerings as part of its portfolio reshaping strategy. Prior events include the March 2026 launch of up to $16 billion in Honeywell Aerospace notes and the September 2025 Solstice Advanced Materials note offerings. These financings largely fund cash distributions to Honeywell and transaction costs, with notes senior unsecured and sold under Rule 144A/Regulation S, similar in structure to today’s pricing announcement.

Key Terms

senior notes, floating rate, sofr, qualified institutional buyers, +3 more

7 terms

senior notes financial

"Aerospace has priced a private offering of $1,250,000,000 aggregate principal amount of 3.900% senior notes due 2028"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

floating rate financial

"$500,000,000 aggregate principal amount of floating rate senior notes due 2029"

An interest rate on a loan, bond or deposit that is not fixed but resets at regular intervals based on a reference market rate plus a set margin, so the payments rise or fall as overall interest rates change. For investors, floating-rate instruments act like a weather vane: they can protect income when rates climb by increasing payouts, but they introduce unpredictable cash flow and price movement when rates fall or shift, affecting expected yield and valuation.

sofr financial

"bear interest at a rate of compounded SOFR plus 0.630% per annum"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

qualified institutional buyers regulatory

"offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private offering memorandum financial

"Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum"

A private offering memorandum is a detailed disclosure document used when securities are sold privately rather than on public markets; it lays out what the investment is, how it works, the fees and terms, the company’s financials, and the main risks. Think of it as a full information packet or brochure you get before buying a complex product—investors use it to compare opportunities, spot red flags, understand legal rights and limits on resale, and decide whether the potential reward justifies the risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHARLOTTE, N.C., March 10, 2026 /PRNewswire/ -- Honeywell (NASDAQ: HON) today announced that, in connection with the previously announced plan to spin-off (the "Spin-Off") Honeywell Aerospace Inc. ("Aerospace") from Honeywell, Aerospace has priced a private offering of $1,250,000,000 aggregate principal amount of 3.900% senior notes due 2028 (the "2028 notes"), $1,250,000,000 aggregate principal amount of 4.000% senior notes due 2029 (the "2029 notes"), $500,000,000 aggregate principal amount of floating rate senior notes due 2029 (the "2029 floating rate notes"), $2,000,000,000 aggregate principal amount of 4.300% senior notes due 2031 (the "2031 notes"), $1,750,000,000 aggregate principal amount of 4.600% senior notes due 2033 (the "2033 notes") and $3,250,000,000 aggregate principal amount of 4.950% senior notes due 2036 (the "2036 notes" and, together with the 2028 notes, the 2029 notes, the 2029 floating rate notes, the 2031 notes and the 2033 notes, the "New Money Notes"), $1,000,000,000 aggregate principal amount of 5.622% senior notes due 2046 (the "2046 notes"), $3,500,000,000 aggregate principal amount of 5.732% senior notes due 2056 (the "2056 notes") and $1,500,000,000 aggregate principal amount of 5.852% senior notes due 2066 (the "2066 notes" and, together with the 2046 notes and the 2056 notes, the "Exchange Notes" and, together with the New Money Notes, the "Notes").

The 2028 notes will be issued at 99.928% of par, bear interest at a rate of 3.900% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2028. The 2029 notes will be issued at 99.832% of par, bear interest at a rate of 4.000% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2029. The 2029 floating rate notes will be issued at par, bear interest at a rate of compounded SOFR plus 0.630% per annum, payable quarterly in arrears on March 16, June 16, September 16 and December 16 of each year, beginning on June 16, 2026, and mature on March 16, 2029. The 2031 notes will be issued at 99.822% of par, bear interest at a rate of 4.300% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2031. The 2033 notes will be issued at 99.769% of par, bear interest at a rate of 4.600% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2033. The 2036 notes will be issued at par, bear interest at a rate of 4.950% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2036. The 2046 notes will be issued at par, bear interest at a rate of 5.622% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2046. The 2056 notes will be issued at par, bear interest at a rate of 5.732% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2056. The 2066 notes will be issued at par, bear interest at a rate of 5.852% per annum, payable semi-annually in arrears on March 16 and September 16 of each year, beginning on September 16, 2026, and mature on March 16, 2066. The Notes offering is expected to close on or about March 16, 2026, subject to customary closing conditions.

The Notes are being offered as part of the financing for the planned Spin-Off. Aerospace intends to use the proceeds from the offering of the New Money Notes to make a cash distribution to Honeywell prior to and in contemplation of the Spin-Off and to pay fees and expenses in connection with the Spin-Off, its revolving credit facilities and the Notes offering and/or for general corporate purposes.

The Exchange Notes will initially be issued by Aerospace to Honeywell and are expected to be transferred and delivered by Honeywell to Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as selling noteholders in the offering as designees of certain of their respective affiliates, in satisfaction of certain debt obligations under a credit facility previously entered into by Honeywell with such affiliates of the selling noteholders. Aerospace will not receive any cash proceeds from the offering of the Exchange Notes.

The Notes will be senior unsecured obligations of Aerospace and guaranteed on an unsecured senior basis by Honeywell until the Spin-Off is completed. Upon consummation of the Spin-Off, Honeywell will be automatically and unconditionally released from all obligations under its guarantees without any action taken by the holders of the Notes. The closing of the offering of the Notes is not contingent on the completion of the Spin-Off.

The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum.

About Aerospace

Honeywell Aerospace Inc. is a leading global tier-1 aerospace and defense supplier of mission critical systems and technologies that enable the production, maintenance, and safe operation of aerospace and defense platforms. Its systems and technologies support original equipment manufacturer, government, defense prime contractor and aircraft operator customers across the Commercial Air Transport, Defense and Space, and Business Aviation end markets. The company's comprehensive portfolio of market leading systems and technologies are organized into the following segments: Electronic Solutions, Engines & Power Systems and Control Systems.

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.

Forward-Looking Statements and Other Disclaimers

We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed Spin-Off, offering of the Notes and use of proceeds contemplated thereby, or the Revolving Credit Facilities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. Some of the important factors that could cause Honeywell's or Aerospace's actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of Honeywell to effect the Spin-Off described above and to meet the conditions related thereto; (ii) the possibility that the Spin-Off will not be completed within the anticipated time period or at all; (iii) the possibility that the Spin-Off will not achieve its intended benefits; (iv) the impact of the Spin-Off on Honeywell's and Aerospace's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on their resources, systems, procedures and controls, diversion of management's attention and the impact and possible disruption of existing relationships with regulators, customers, suppliers, employees and other business counterparties; (v) the possibility of disruption, including disputes, litigation or unanticipated costs, in connection with the Spin-Off; (vi) the uncertainty of the expected financial performance of Honeywell or Aerospace following completion of the Spin-Off; (vii) negative effects of the announcement or pendency of the Spin-Off on the market price of Honeywell's securities and/or on the financial performance of Honeywell or Aerospace; (viii) the ability to achieve anticipated capital structures in connection with the Spin-Off, including the future availability of credit and factors that may affect such availability; (ix) the ability to achieve anticipated credit ratings in connection with the Spin-Off; (x) the ability to achieve anticipated tax treatments in connection with the Spin-Off and future, if any, divestitures, mergers, acquisitions and other portfolio changes and the impact of changes in relevant tax and other laws; and (xi) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Spin-Off and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K, Aerospace's Form 10 Registration Statement, as amended, and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.

Contacts:
Media	Investor Relations
Stacey Jones	Mark Macaluso
(980) 378-6258	(704) 627-6118
Stacey.Jones@honeywell.com	Mark.Macaluso@honeywell.com

 

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SOURCE Honeywell

FAQ

What senior notes did Honeywell Aerospace price for the planned spin-off (HON)?

Aerospace priced senior notes totaling $16.0 billion across maturities 2028–2066. According to the company, the mix includes $10.0 billion of New Money Notes and $6.0 billion of Exchange Notes.

How will the proceeds from the New Money Notes be used in the Honeywell (HON) spin-off?

Proceeds from the New Money Notes will fund a cash distribution to Honeywell and related fees. According to the company, Aerospace intends the proceeds for the distribution, transaction fees, revolving credit facilities and general corporate purposes.

When is the Honeywell Aerospace notes offering expected to close and how are payments scheduled (HON)?

The offering is expected to close on or about March 16, 2026. According to the company, most fixed-rate notes pay interest semiannually on March 16 and September 16, with floating-rate notes paying quarterly.

Will Honeywell remain liable for Aerospace notes after the spin-off (HON)?

Honeywell will guarantee the notes until the spin-off and will be released upon consummation. According to the company, guarantees are automatic and unconditional and will terminate without action by noteholders once the spin-off completes.

Are the Aerospace notes offered to U.S. retail investors in the Honeywell (HON) transaction?

No, the notes are offered only to qualified institutional buyers and non-U.S. persons outside the U.S. According to the company, the Notes and guarantees are not registered under the Securities Act and rely on Rule 144A and Regulation S.