Honeywell in Solstice’s $1 Billion Bond Offering

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

The bond offering, pursuant to exemptions from registration under Rule 144A (without registration rights) and Regulation S, consisted of 5.625% senior notes due 2033 in the aggregate principal amount of $1 billion issued by Solstice, with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as the representatives of the initial purchasers of the notes. The notes are senior unsecured obligations of Solstice and guaranteed on an unsecured senior basis by each of Solstice’s existing and future domestic subsidiaries that guarantee Solstice’s senior secured credit facilities described below. Solstice intends to use a portion of the gross proceeds of the notes, together with borrowings under the senior secured first-lien term loan B facility described below, to make a distribution to Honeywell in connection with the spin-off and to pay fees, costs, and expenses in connection with the senior secured credit facilities and the notes offering. Solstice intends to use any remaining proceeds for general corporate purposes.

The proceeds from the notes offering will be held in escrow until satisfaction of the conditions precedent to the spin-off and certain other escrow release conditions. If such conditions are not met by March 31, 2026, the notes will be subject to a special mandatory redemption at 100% of the principal amount plus accrued interest.

The bond offering priced on September 16, 2025, and closed on September 30, 2025.

Cleary is also representing Honeywell in other anticipated financing transactions of Solstice pursuant to the spin-off, namely a seven-year senior secured first-lien term loan B facility in an aggregate principal amount of $1 billion, a five-year senior secured first-lien revolving credit facility in an aggregate principal amount of $1 billion, and one or more uncommitted letter of credit facilities in an aggregate amount not to exceed $750 million.

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.