Honeywell in Honeywell Aerospace’s $16 Billion Bond Offering and Concurrent Debt Retirement and Related Credit Facilities

Cleary Gottlieb represented Honeywell International Inc. (Honeywell) in a bond offering of its wholly owned subsidiary Honeywell Aerospace Inc. (Aerospace or Honeywell Aerospace) in connection with Honeywell’s upcoming spin-off of Aerospace.

The bond offering, pursuant to exemptions from registration under Rule 144A and Regulation S, consisted of an aggregate principal of $16 billion in notes issued by Aerospace across nine series, maturities ranging from two to 40 years. The offering, which consisted of a primary offering of new money notes and a secondary offering of exchange notes, was led by Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as the representatives of the initial purchasers of the notes. The notes are senior unsecured obligations of Aerospace and guaranteed on an unsecured senior basis by Honeywell until the spin-off is completed.

The exchange notes were issued by Aerospace to Honeywell as partial consideration for the contribution of assets by Honeywell to Aerospace in connection with the spin-off and were transferred and delivered by Honeywell to Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and BofA Securities, Inc., in their capacities as selling noteholders in the notes offering. Aerospace will not receive any cash proceeds from the offering of the exchange notes.

A portion of the net proceeds of the new money notes was used to make a cash distribution to Honeywell, with additional amounts not distributed to Honeywell used to pay fees and expenses related to the spin-off, the Aerospace revolving credit facilities, the notes offering, and/or for general corporate purposes.

Cleary is also representing Honeywell in cash tender offers to purchase certain of its existing U.S. dollar and euro denominated debt securities for up to a maximum aggregate purchase price of $3.75 billion and €1.25 billion, respectively, and redemptions of certain of its existing U.S. dollar and euro denominated debt securities in aggregate principal amounts of $3.9 billion and €1.4 billion, respectively. Honeywell intends to use the cash distribution from Aerospace, along with amounts borrowed under a credit facility previously entered into by Honeywell with affiliates of the selling noteholders, which provided for term loans in an aggregate principal amount of $6 billion (the 2026 term loan credit agreement), to fund the tender offers and debt redemptions and for other debt retirements and intends to use cash on hand to pay related transaction fees.

The advances under the 2026 term loan credit agreement were satisfied and discharged in full in exchange for Honeywell’s transfer and delivery of the exchange notes to the lenders’ designees, and Honeywell paid accrued interest owed to the lenders in respect of all advances outstanding as of such date.

The bond offering priced on March 10, 2026, and closed on March 16, 2026. The tender offers will expire in accordance with the terms of the related offer to purchase, and the debt redemptions will be effected in accordance with the respective redemption notices.

Cleary also represented Honeywell in other financing transactions in connection with the spin-off, namely (i) the 2026 term loan credit agreement, (ii) a five-year senior unsecured revolving credit facility in an aggregate committed amount of $4 billion and a 364-day senior unsecured revolving credit facility in an aggregate committed amount of $3 billion for Honeywell (collectively, the Honeywell Revolving Credit Facilities), and (iii) a five-year senior unsecured revolving credit facility in an aggregate committed amount of $3 billion and a 364-day senior unsecured revolving facility in an aggregate committed amount of $1 billion for Aerospace. Upon consummation of the spin-off, (i) the aggregate committed amount of Honeywell’s five-year senior unsecured revolving credit facility and 364-day senior unsecured revolving credit facility shall be automatically and permanently reduced to $3 billion and $2 billion, respectively, and (ii) the commitments under the Aerospace revolving credit facilities shall become available.

Honeywell is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by the Honeywell Accelerator operating system and Honeywell Forge platform. It helps 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.

Aerospace 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 Cleary capital markets team included partners Craig Brod, Manuel Silva, and Helena Grannis; capital markets attorney Nina Bell; associates Emily Arndt, Stav Harel, Peter Simon, Aditi Thakur, and Chad Kennon; and law clerk Sonia Helen Pascale. The finance team included partner Amy Shapiro, associates Nicholas Pokas and Zhiyuan (Andy) Xie, and law clerk Tianyi Zhao, with assistance from associate David Rubinstein. Partners Jason Factor and Swift Edgar and associate Julia Huang advised on tax matters. Partner Liz Dyer advised on employee benefits matters. Partner Samuel Chang and associate Kerry Mullins advised on sanctions matters.