Honeywell Aerospace announces completion of exchange offer

Rhea-AI Summary

Honeywell Aerospace (Nasdaq: HONA) reported final results of its registered note-for-note Exchange Offer for nine series of senior notes totaling up to $16 billion in principal. The offer allowed holders to swap unregistered notes for substantially identical new notes registered under the Securities Act, removing transfer restrictions and registration rights.

The offer expired at 5:00 p.m. New York City time on August 10, 2026, with very high participation across all series, ranging from 98.000% to 99.998% of each outstanding tranche. Settlement occurred on August 12, 2026. Honeywell Aerospace accepted all valid tenders, issued an equal principal amount of Exchange Notes, and received no cash proceeds from the transaction.

Market Context

The platform’s only prior event, a partnership announcement, was followed by -5.79%. Against that re...

Analysis

The platform’s only prior event, a partnership announcement, was followed by -5.79%. Against that record, this exchange completion was primarily a registered-debt status change with no proceeds; financing structure remained the relevant risk.

Key Figures

2028 Exchange Notes: $1,250,000,000 at 3.900% 2036 Exchange Notes: $3,250,000,000 at 4.950% 2056 Exchange Notes: $3,500,000,000 at 5.732% +5 more

8 metrics

2028 Exchange Notes $1,250,000,000 at 3.900% New senior notes due 2028

2036 Exchange Notes $3,250,000,000 at 4.950% New senior notes due 2036

2056 Exchange Notes $3,500,000,000 at 5.732% New senior notes due 2056

2028 Tender Rate 98.878% Outstanding notes validly tendered at expiration

2029 Tender Rate 99.911% Outstanding notes validly tendered at expiration

2066 Tender Rate 99.997% Outstanding notes validly tendered at expiration

Expiration Date August 10, 2026 Exchange Offer expiration

Settlement Date August 12, 2026 Exchange Offer settlement

Historical Context

1 past event · Latest: Jul 08 (Neutral)

Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 08	Mission-systems collaboration	Neutral	-5.8%	Collaboration to assess navigation, electronic warfare, cyber defense, and communications integration for autonomous UAS.

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

Pattern Detected

The available prior partnership announcement was followed by a -5.79% price reaction.

Key Terms

exchange offer, senior notes, floating rate senior notes, registration rights, +1 more

5 terms

exchange offer financial

"announced today the final results of its offer to exchange"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

senior notes financial

"aggregate principal amount of new 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 senior notes financial

"aggregate principal amount of new Floating Rate Senior Notes due 2029"

Debt securities that pay interest at a rate that resets periodically based on a reference benchmark (like LIBOR or a government rate) and have senior claim priority over other liabilities in a company’s capital structure. They matter to investors because the variable coupon adjusts with market rates—like a thermostat that reacts to temperature changes—so income and the bond’s value move with interest-rate shifts and the issuer’s credit standing.

registration rights regulatory

"certain transfer restrictions and registration rights relating to the Outstanding Notes"

Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.

securities act regulatory

"registered under the Securities Act of 1933"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

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

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PHOENIX, Aug. 12, 2026 /PRNewswire/ -- Honeywell Aerospace Inc. ("Honeywell Aerospace," Nasdaq: HONA) announced today the final results of its offer to exchange (the "Exchange Offer") certain of its outstanding unregistered notes for new registered notes.

Under the Exchange Offer, Honeywell Aerospace offered to exchange up to:

(i) $1,250,000,000 aggregate principal amount of new 3.900% Senior Notes due 2028;
(ii) $1,250,000,000 aggregate principal amount of new 4.000% Senior Notes due 2029;
(iii) $500,000,000 aggregate principal amount of new Floating Rate Senior Notes due 2029;
(iv) $2,000,000,000 aggregate principal amount of new 4.300% Senior Notes due 2031;
(v) $1,750,000,000 aggregate principal amount of new 4.600% Senior Notes due 2033;
(vi) $3,250,000,000 aggregate principal amount of new 4.950% Senior Notes due 2036;
(vii) $1,000,000,000 aggregate principal amount of new 5.622% Senior Notes due 2046;
(viii) $3,500,000,000 aggregate principal amount of new 5.732% Senior Notes due 2056; and
(ix) $1,500,000,000 aggregate principal amount of new 5.852% Senior Notes due 2066

(collectively, the "Exchange Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its unregistered outstanding

(i) $1,250,000,000 aggregate principal amount of 3.900% Senior Notes due 2028 (the "Outstanding 2028 Notes");
(ii) $1,250,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 (the "Outstanding 2029 Notes");
(iii) $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2029 (the "Outstanding 2029 Floating Rate Notes");
(iv) $2,000,000,000 aggregate principal amount of 4.300% Senior Notes due 2031 (the "Outstanding 2031 Notes");
(v) $1,750,000,000 aggregate principal amount of 4.600% Senior Notes due 2033 (the "Outstanding 2033 Notes");
(vi) $3,250,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 (the "Outstanding 2036 Notes");
(vii) $1,000,000,000 aggregate principal amount of 5.622% Senior Notes due 2046 (the "Outstanding 2046 Notes");
(viii) $3,500,000,000 aggregate principal amount of 5.732% Senior Notes due 2056 (the "Outstanding 2056 Notes"); and
(ix) $1,500,000,000 aggregate principal amount of 5.852% Senior Notes due 2066 (the "Outstanding 2066 Notes")

(collectively, the "Outstanding Notes"). The terms of the Exchange Notes are substantially identical to the terms of the respective series of the Outstanding Notes, except that the Exchange Notes have been registered under the Securities Act, and certain transfer restrictions and registration rights relating to the Outstanding Notes will not apply to the Exchange Notes.

The Exchange Offer expired at 5:00 p.m. New York City time, on August 10, 2026 (the "Expiration Date"). As of the Expiration Date

(i) $1,235,973,000, or 98.878% of the aggregate principal amount of Outstanding 2028 Notes;
(ii) $1,248,890,000, or 99.911% of the aggregate principal amount of Outstanding 2029 Notes;
(iii) $490,000,000, or 98.000% of the aggregate principal amount of Outstanding 2029 Floating Rate Notes;
(iv) $1,998,895,000, or 99.945% of the aggregate principal amount of Outstanding 2031 Notes;
(v) $1,748,523,000, or 99.916% of the aggregate principal amount of Outstanding 2033 Notes;
(vi) $3,244,894,000, or 99.843% of the aggregate principal amount of Outstanding 2036 Notes;
(vii) $999,980,000, or 99.998% of the aggregate principal amount of Outstanding 2046 Notes;
(viii) $3,494,990,000, or 99.857% of the aggregate principal amount of Outstanding 2056 Notes; and
(ix) $1,499,950,000, or 99.997% of the aggregate principal amount of Outstanding 2066 Notes

had been validly tendered and not validly withdrawn. Honeywell Aerospace accepted all of the Outstanding Notes which were tendered and not validly withdrawn as of the Expiration Date and issued a like principal amount of Exchange Notes in exchange for such Outstanding Notes. Honeywell Aerospace did not receive any proceeds from the Exchange Offer. The settlement of the Exchange Offer occurred on August 12, 2026.

Additional information
The Exchange Offer was made solely pursuant to the prospectus dated July 13, 2026. Copies of these documents have been filed with the Securities and Exchange Commission (the "SEC"). The Exchange Offer was not made to holders 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.

Honeywell Aerospace uses our Investor Relations website, investor.honeywellaerospace.com, as a means of disclosing information which may be of interest or material to our investors and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, public conference calls, webcasts, and social media.

About Honeywell Aerospace
Honeywell Aerospace (Nasdaq: HONA) is an independent global aerospace and defense company whose critical technologies are broadly deployed on the world's leading commercial air transport, business aviation, defense and space platforms. These integrated solutions enable safer, more efficient, and more reliable missions. Headquartered in Phoenix, Arizona, the company employs more than 36,000 people globally and supports more than 10,000 customers. With a broad portfolio spanning avionics and navigation systems, engines and power systems, and control systems for aircraft, Honeywell Aerospace combines commitment and deep engineering expertise to drive innovation and long-term value for the aerospace industry. For more information, visit www.honeywellaerospace.com or follow Honeywell Aerospace on LinkedIn.

Contacts:
Media	Investor Relations
Brian Grace	Sean Meakim
(602) 897-0205	(623) 223-5980
Brian.Grace@honeywellaerospace.us	Sean.Meakim@honeywellaerospace.us

 

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SOURCE Honeywell Aerospace Inc.

FAQ

What did Honeywell Aerospace (HONA) announce about its exchange offer on August 12, 2026?

Honeywell Aerospace announced completion of its Exchange Offer, swapping unregistered notes for registered notes across nine senior note series. According to Honeywell Aerospace, the exchange was on a like-for-like principal basis and did not generate cash proceeds, but removed transfer and registration restrictions.

Which Honeywell Aerospace (HONA) notes were included in the 2026 exchange offer and what was the total size?

The exchange offer covered nine series of senior notes due between 2028 and 2066, including fixed and floating-rate tranches. According to Honeywell Aerospace, the total principal offered for exchange was up to $16 billion across all series on a one-for-one basis.

What participation rates did Honeywell Aerospace (HONA) achieve in its August 2026 exchange offer?

Participation was very high, with tender rates from 98.000% to 99.998% for each note series. According to Honeywell Aerospace, examples include 99.945% of 2031 notes, 99.857% of 2056 notes, and 99.997% of 2066 notes validly tendered and not withdrawn.

How did the terms of Honeywell Aerospace (HONA) Exchange Notes differ from the Outstanding Notes?

The Exchange Notes are substantially identical in financial terms to the Outstanding Notes, including maturity and coupons. According to Honeywell Aerospace, the key differences are Securities Act registration status and removal of certain transfer restrictions and registration rights applicable to the prior unregistered notes.

Did Honeywell Aerospace (HONA) receive any cash proceeds from the August 2026 exchange offer?

Honeywell Aerospace did not receive any cash proceeds from the Exchange Offer. According to Honeywell Aerospace, the transaction simply exchanged unregistered notes for registered notes with a like principal amount, functioning as a technical capital markets step rather than a new financing.