Honeywell in Credit Facilities Related to Solstice Spin-Off

Cleary Gottlieb represented Honeywell International Inc. (Honeywell) in senior secured credit facilities and three uncommitted letter of credit facilities related to the spin-off of Honeywell’s advanced materials business, Solstice Advanced Materials Inc. (Solstice).

The senior secured credit facilities provide for a five-year senior secured first-lien revolving credit facility in an aggregate amount of $1 billion in revolving commitments and a seven-year senior secured first-lien term B loan facility in an aggregate principal amount of $1 billion. JPMorgan Chase Bank N.A. serves as administrative agent under each of the credit facilities. Solstice also entered into three uncommitted letter of credit facilities that collectively provide up to up to $750 million in capacity for letters of credit. Each of Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, The Toronto-Dominion Bank, New York Branch, and UniCredit Bank GmbH, New York Branch is an issuer under a letter of credit facility.

The financing transactions closed on October 29, 2025. The proceeds of the financing, along with a portion of the proceeds of Solstice’s $1 billion bond issuance which were released from escrow concurrently, will be used primarily to make a distribution to Honeywell. The Solstice spin-off was effective on October 30, 2025, and regular-way trading on the New York Stock Exchange began on such date.

Honeywell is an integrated operating company serving a broad range of industries and geographies around the world. It helps organizations solve the world’s toughest, most complex challenges, providing actionable solutions and innovations through its Aerospace Technologies, Industrial Automation, Building Automation, and Energy and Sustainability Solutions business segments that help make the world smarter, safer, as well as more secure and sustainable.

Solstice is a global, differentiated advanced materials company and a leading global provider of refrigerants, semiconductor materials, protective fibers and healthcare packaging. It operates through two segments, reported as Refrigerants & Applied Solutions and Electronic & Specialty Materials. Solstice’s business is recognized as an industry innovator as well as a technology and quality leader, supported by some of the industry’s most well-known brands.