HONEYWELL ANNOUNCES PRICING OF ITS DEBT TENDER OFFERS

Rhea-AI Summary

Honeywell (NASDAQ: HON) priced its previously announced debt tender offers to repurchase up to $4.67 billion of Dollar Securities and up to €2,491,177,677.11 of Euro Securities.

Honeywell will accept specified priority levels, pay an early participation amount of $50/€50 per 1,000, expect an Early Payment Date of March 24, 2026, and set the Tender Offers' Expiration Date at April 7, 2026.

Positive

• Dollar Tender Offer up to $4.67 billion
• Euro Tender Offer up to €2,491,177,677.11
• Early participation premium of $50/€50 per 1,000 principal
• Early Payment Date set for March 24, 2026
• Acceptance of Euro levels 1–6 and Dollar levels 1–10

Negative

• Proration factor of approximately 93% for Dollar Acceptance Level 11
• Dollar Securities with Acceptance Priority Level ≥12 not accepted
• Euro Securities with Acceptance Priority Level 7 not accepted
• Honeywell will not accept further tenders beyond Early Participation Date

Key Figures

Dollar Total Maximum Amount: $4,670,000,000 Euro Total Maximum Amount: €2,491,177,677.11 Dollar principal outstanding: $13,010,452,000 +5 more

8 metrics

Dollar Total Maximum Amount $4,670,000,000 Maximum aggregate purchase price for Dollar Securities in tender offer

Euro Total Maximum Amount €2,491,177,677.11 Amended maximum aggregate purchase price for Euro Securities

Dollar principal outstanding $13,010,452,000 Total principal of Dollar Securities listed in Table 1

Dollar principal tendered $7,212,777,000 Dollar Securities tendered as of Early Participation Date

Dollar principal accepted $4,638,307,000 Dollar Securities to be accepted for purchase

Euro principal outstanding €4,900,000,000 Total principal of Euro Securities listed in Table 2

Euro principal tendered €2,604,051,000 Euro Securities tendered as of Early Participation Date

Euro principal accepted €2,467,033,000 Euro Securities to be accepted for purchase

Market Reality Check

Price: $221.50 Vol: Volume 3,014,758 is at 0....

normal vol

$221.50 Last Close

Volume Volume 3,014,758 is at 0.81x the 20-day average of 3,706,237, suggesting no unusual trading interest ahead of this tender offer update. normal

Technical Shares at $229.023 are trading above the 200-day MA of $210.40 and about 7.72% below the 52-week high of $248.18.

Peers on Argus

HON slipped 0.39% while peers were mixed: MMM (-0.5%), VMI (-0.87%), BBU (-1.8%)...

HON slipped 0.39% while peers were mixed: MMM (-0.5%), VMI (-0.87%), BBU (-1.8%) fell, but OTTR (+0.52%) and SEB (+1.3%) rose. With no peers in momentum scanners and no same-day peer news, the move appears stock-specific rather than sector-driven.

Historical Context

5 past events · Latest: Mar 10 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 10	Debt offering pricing	Positive	-0.5%	Priced $16.0B in Honeywell Aerospace senior notes to fund planned spin-off.
Mar 06	Debt offering launch	Positive	-1.3%	Launched up to $16B private senior notes plus $4B in new credit facilities.
Mar 06	Tender offers launch	Positive	-1.3%	Commenced cash tender offers to repurchase up to $3.75B and €1.25B of debt.
Mar 03	Spin-off filing	Positive	-1.7%	Filed Form 10 for Honeywell Aerospace spin-off showing 2025 pro forma metrics.
Mar 02	Investor conferences	Positive	+1.8%	Announced multiple March 17 investor conference appearances with webcast access.

Pattern Detected

Recent spin-off and balance sheet actions, including large note offerings and tender offers, have generally coincided with modest share price declines despite strategic intent.

Recent Company History

Over the past weeks, Honeywell has focused on reshaping its capital structure ahead of the planned Honeywell Aerospace spin-off. On Mar 6, it launched large senior note offerings and cash tender offers for up to $3.75B in dollar and €1.25B in euro debt, followed by pricing of $16.0B of Aerospace senior notes on Mar 10. A Form 10 spin-off filing on Mar 3 detailed $17.4B 2025 net sales. The current tender pricing update continues this balance sheet repositioning trend.

Market Pulse Summary

This announcement details final pricing and allocation mechanics for Honeywell’s cash tender offers,...

Analysis

This announcement details final pricing and allocation mechanics for Honeywell’s cash tender offers, including Dollar and Euro Total Maximum Amounts of $4.67B and €2.49B. It confirms which securities and amounts, such as $4.638B and €2.467B, will be accepted and retired on the Early Payment Date. In context with recent note offerings and spin-off preparations, investors may monitor further capital structure changes, related 8‑K filings, and progress toward the planned Aerospace separation.

Key Terms

tender offers, senior notes, reference yield, early participation date, +3 more

7 terms

tender offers financial

"Honeywell today announced the applicable Reference Yield for each series of Securities ... for its previously announced offers to purchase for cash..."

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

senior notes financial

"9.065% Senior Notes due 2033 | | CUSIP : 019512AM4 ISIN : US019512AM47"

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.

reference yield financial

"the applicable Reference Yield for each series of Securities (as determined in the manner described in the Offer to Purchase..."

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

early participation date financial

"principal amount tendered at or before 5:00 p.m., New York City time, on March 19, 2026 (the "Early Participation Date")"

An early participation date is the deadline by which shareholders or investors must sign up if they want to take part in a corporate action—such as a rights issue, tender offer, share buyback or dividend reinvestment—before the main deadline or record date. It matters because signing up by that date can secure priority allocation, a set price, or other benefits, much like buying an early‑bird ticket to guarantee a seat and price before general sales open. Missing it can mean losing the preferred terms or being excluded.

dealer managers financial

"Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC to act as the Dealer Managers"

Dealer managers are professionals or firms that coordinate and oversee the process of issuing new securities, such as bonds or stocks, on behalf of companies or governments. They help ensure the offering runs smoothly, find investors, and set the initial price or terms. For investors, dealer managers matter because they influence how efficiently new investments are introduced and how fairly they are priced.

information and tender agent financial

"D.F. King has been appointed the information and tender agent with respect to the Tender Offers (the "Information and Tender Agent")."

An information and tender agent is an independent firm hired to run the administrative side of shareholder offers—like tender offers, buybacks or rights issues—handling information distribution, collecting investor responses and processing share transfers and payments. Investors rely on this agent as the official communicator and processor during the offer, so accurate, timely handling affects whether a shareholder’s instructions are accepted and how quickly they receive cash or new securities, much like a trusted mail and records clerk for a big transaction.

notice of redemption regulatory

"This press release does not constitute a notice of redemption of the 3.500% Notes or the 2.250% Notes."

A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

AI-generated analysis. Not financial advice.

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		Security Identifier(s)		Principal Amount Outstanding		Acceptance Priority Level		Fixed Spread		Reference Yield		Total Consideration		Principal Amount Tendered as of the Early Participation Date		Principal Amount to be Accepted for Purchase
9.065% Senior Notes due 2033		CUSIP: 019512AM4 ISIN: US019512AM47		$51,207,000		1		55		4.350 %		$1,249.61		$10,837,000		$10,837,000
6.625% Senior Notes due 2028		CUSIP: 438506AS6 ISIN: US438506AS66		$200,549,000		2		20		3.921 %		$1,052.64		$59,913,000		$59,913,000
5.700% Senior Notes due 2036		CUSIP: 438516AR7 ISIN: US438516AR73		$441,050,000		3		40		4.350 %		$1,074.77		$215,458,000		$215,458,000
5.700% Senior Notes due 2037		CUSIP: 438516AT3 ISIN: US438516AT30		$462,569,000		4		50		4.350 %		$1,071.66		$241,340,000		$241,340,000
5.375% Senior Notes due 2041		CUSIP: 438516BB1 ISIN: US438516BB13		$416,688,000		5		70		4.350 %		$1,033.76		$221,036,000		$221,036,000
5.350% Senior Notes due 2064		CUSIP: 438516CU8 ISIN: US438516CU84		$650,000,000		6		70		4.916 %		$958.39		$460,755,000		$460,755,000
5.250% Senior Notes due 2054		CUSIP: 438516CT1 ISIN: US438516CT12		$1,750,000,000		7		65		4.916 %		$955.43		$1,212,870,000		$1,212,870,000
5.000% Senior Notes due 2033		CUSIP: 438516CK0 ISIN: US438516CK03		$1,100,000,000		8		5		4.350 %		$1,034.24		$640,408,000		$640,408,000
5.000% Senior Notes due 2035		CUSIP: 438516CS3 ISIN: US438516CS39		$1,450,000,000		9		35		4.350 %		$1,021.21		$933,002,000		$933,002,000
4.950% Senior Notes due 2031		CUSIP: 438516CR5 ISIN: US438516CR55		$500,000,000		10		25		3.997 %		$1,032.90		$273,539,000		$273,539,000
4.750% Senior Notes due 2032		CUSIP: 438516CZ7 ISIN: US438516CZ71		$650,000,000		11		35		3.997 %		$1,020.10		$397,451,000		$369,149,000
4.500% Senior Notes due 2034		CUSIP: 438516CM6 ISIN: US438516CM68		$1,000,000,000		12		20		N/A		N/A		$620,200,000		$0
3.812% Senior Notes due 2047		CUSIP: 438516BS4 ISIN: US438516BS48		$442,373,000		13		55		N/A		N/A		$145,000,000		$0
2.800% Senior Notes due 2050		CUSIP: 438516CA2 ISIN: US438516CA21		$700,983,000		14		30		N/A		N/A		$123,334,000		$0
2.700% Senior Notes due 2029		CUSIP: 438516BU9 ISIN: US438516BU93		$750,000,000		15		15		N/A		N/A		$417,653,000		$0
1.950% Senior Notes due 2030		CUSIP: 438516BZ8 ISIN: US438516BZ80		$948,845,000		16		15		N/A		N/A		$401,631,000		$0
1.750% Senior Notes due 2031		CUSIP: 438516CF1 ISIN: US438516CF18		$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		Security Identifier(s)		Principal Amount Outstanding		Acceptance Priority Level		Fixed Spread		Reference Yield		Total Consideration		Principal Amount Tendered as of the Early Participation Date		Principal Amount to be Accepted for Purchase
3.500% Senior Notes due 2027†		Common Code: 262493865 ISIN: XS2624938655		€650,000,000		1		20		2.591 %		€1,007.84		€456,629,000		€456,629,000
2.250% Senior Notes due 2028†		Common Code: 136602691 ISIN: XS1366026919		€750,000,000		2		30		2.616 %		€1,000.00		€455,871,000		€455,871,000
4.125% Senior Notes due 2034		Common Code: 255190342 ISIN: XS2551903425		€1,000,000,000		3		70		2.969 %		€1,032.25		€465,238,000		€465,238,000
3.750% Senior Notes due 2032		Common Code: 262493873 ISIN: XS2624938739		€500,000,000		4		65		2.890 %		€1,011.03		€322,147,000		€322,147,000
3.750% Senior Notes due 2036		Common Code: 277689006 ISIN: XS2776890068		€750,000,000		5		75		3.014 %		€998.93		€374,322,000		€374,322,000
3.375% Senior Notes due 2030		Common Code: 277688999 ISIN: XS2776889995		€750,000,000		6		35		2.851 %		€1,006.13		€392,826,000		€392,826,000
0.750% Senior Notes due 2032		Common Code: 212609404 ISIN: XS2126094049		€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.

DISCLAIMER This announcement must be read in conjunction with the Offer to Purchase.  This announcement and the Offer to Purchase contain important information that should be read carefully before any decision is made with respect to the Tender Offers.  If you are in any doubt as to the contents of this announcement or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers.  None of Honeywell, the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether or not Holders should tender their Securities in the Tender Offers.

None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Honeywell, the Securities or the Tender Offers contained in this announcement or in the Offer to Purchase.  None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by Honeywell to disclose information with regard to Honeywell or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.

General

This announcement is for informational purposes only.  Each Tender Offer was made solely pursuant to the Offer to Purchase.  Neither this announcement nor the Offer to Purchase, or the electronic transmission thereof, constitutes an offer to sell or buy Securities, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise.  The distribution of this announcement in certain jurisdictions may be restricted by law.  In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to have been made by the Dealer Managers or such affiliate (as the case may be) on behalf of Honeywell in such jurisdiction.

No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to Honeywell, any subsidiary of Honeywell or the Securities in any jurisdiction where action for that purpose is required.  Accordingly, none of this announcement, the Offer to Purchase or any other offering material or advertisements in connection with the Tender Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement or the Offer to Purchase comes are required by Honeywell, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.

This communication has not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA").  Accordingly, this communication is not being directed at persons within the United Kingdom save in circumstances where Section 21(1) of the FSMA does not apply.

This announcement does not constitute an offer of securities to the public in any Member State of the European Economic Area (a "Relevant State").  In any Relevant State, this communication is only addressed to and is only directed at qualified investors within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 (as amended or superseded) (the "Prospectus Regulation") in that Relevant State.  This announcement and information contained herein must not be acted on or relied upon by persons who are not qualified investors within the meaning of Article 2(e) of the Prospectus Regulation.

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Each Holder participating in a Tender Offer will give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase.  Any tender of Securities pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted.  Each of Honeywell, the Dealer Managers and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result Honeywell determines (for any reason) that such representation is not correct, such tender shall not be accepted.

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 distribution by Honeywell to its shareowners of 100% of the outstanding shares of Honeywell Aerospace Inc.'s ("Aerospace") common stock (the "Spin-Off"), the Tender Offers or the redemption of certain outstanding series of Honeywell debt securities. 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 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

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/honeywell-announces-pricing-of-its-debt-tender-offers-302720051.html

SOURCE Honeywell

FAQ

What amounts is Honeywell (HON) offering to repurchase in the March 2026 tender offers?

Honeywell is offering up to $4.67 billion of Dollar Securities and up to €2,491,177,677.11 of Euro Securities. According to the company, those are the Dollar Total Maximum Amount and the amended Euro Total Maximum Amount for the Tender Offers.

Which Honeywell (HON) bond series will be accepted in the March 2026 tender offers?

Honeywell expects to accept Dollar Securities with Acceptance Priority Levels 1–10 and Euro Securities with Levels 1–6. According to the company, Dollar Level 11 will be prorated and levels ≥12 (and Euro level 7) will not be accepted.

When will Honeywell (HON) pay for accepted securities in the March 2026 tender offers?

Honeywell intends to purchase accepted Securities on the Early Payment Date of March 24, 2026. According to the company, holders accepted will receive Total Consideration plus accrued interest up to, but not including, that date.

What extra payment do holders receive for early participation in Honeywell's (HON) March 2026 offers?

Holders accepted from early participation receive an additional $50 or €50 per $1,000 or €1,000 principal amount. According to the company, the Total Consideration includes this early participation amount for Securities accepted on the Early Payment Date.

Will Honeywell (HON) accept additional tenders after the Early Participation Date for the March 2026 offers?

No; Honeywell will not accept further tenders because aggregate early tenders exceed the maximum amounts. According to the company, no additional Dollar or Euro Securities will be accepted beyond the Early Participation Date.

What is the expiration date and key deadlines for Honeywell's (HON) March 2026 tender offers?

The Tender Offers expire at 5:00 p.m. New York time on April 7, 2026, with withdrawal rights having expired March 19, 2026. According to the company, withdrawal rights were not extended and the Early Participation Date was March 19, 2026.