CHARLOTTE, N.C., March 6, 2026 /PRNewswire/ -- Honeywell $(HON)$ today 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 $3,750,000,000 (the "Dollar Total Maximum Amount" and, such offer to purchase, the "Dollar Tender Offer") and (ii) for up to a 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 EUR1,250,000,000 (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").
Table 1: Dollar Securities Subject To The Dollar Tender Offer
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Principal Acceptance Early Reference Bloomberg Fixed Spread
Title of Security Maturity Par Call Amount Priority Participation Treasury Reference (basis
Security Identifier(s) Date Date Outstanding Level Amount(1)(2) Security Page/Screen points)((2)
--------------- -------------- ---------- ---------- --------------- ---------- ------------- ---------- ----------- ------------------
CUSIP: 4.125% UST
9.065% Senior 019512AM4 due
Notes due ISIN: June 1, February
2033 US019512AM47 2033 N/A $51,207,000 1 $50 15, 2036 FIT 1 55
--------------
CUSIP: 3.375% UST
6.625% Senior 438506AS6 due
Notes due ISIN: June 15, February
2028 US438506AS66 2028 N/A $200,549,000 2 $50 29, 2028 FIT 1 20
--------------
CUSIP: 4.125% UST
5.700% Senior 438516AR7 due
Notes due ISIN: March 15, February
2036 US438516AR73 2036 N/A $441,050,000 3 $50 15, 2036 FIT 1 40
--------------
CUSIP: 4.125% UST
5.700% Senior 438516AT3 due
Notes due ISIN: March 15, February
2037 US438516AT30 2037 N/A $462,569,000 4 $50 15, 2036 FIT 1 50
--------------
CUSIP: 4.125% UST
5.375% Senior 438516BB1 due
Notes due ISIN: March 1, February
2041 US438516BB13 2041 N/A $416,688,000 5 $50 15, 2036 FIT 1 70
--------------
CUSIP: 4.625% UST
5.350% Senior 438516CU8 due
Notes due ISIN: March 1, September November
2064 US438516CU84 2064 1, 2063 $650,000,000 6 $50 15, 2055 FIT 1 70
--------------
CUSIP: 4.625% UST
5.250% Senior 438516CT1 due
Notes due ISIN: March 1, September November
2054 US438516CT12 2054 1, 2053 $1,750,000,000 7 $50 15, 2055 FIT 1 65
--------------
CUSIP: 4.125% UST
5.000% Senior 438516CK0 due
Notes due ISIN: February November February
2033 US438516CK03 15, 2033 15, 2032 $1,100,000,000 8 $50 15, 2036 FIT 1 5
--------------
CUSIP: 4.125% UST
5.000% Senior 438516CS3 due
Notes due ISIN: March 1, December February
2035 US438516CS39 2035 1, 2034 $1,450,000,000 9 $50 15, 2036 FIT 1 35
--------------
CUSIP: 3.500% UST
4.950% Senior 438516CR5 due
Notes due ISIN: September July 1, February
2031 US438516CR55 1, 2031 2031 $500,000,000 10 $50 28, 2031 FIT 1 25
--------------
CUSIP: 3.500% UST
4.750% Senior 438516CZ7 due
Notes due ISIN: February December February
2032 US438516CZ71 1, 2032 1, 2031 $650,000,000 11 $50 28, 2031 FIT 1 35
--------------
CUSIP: 4.125% UST
4.500% Senior 438516CM6 due
Notes due ISIN: January October February
2034 US438516CM68 15, 2034 15, 2033 $1,000,000,000 12 $50 15, 2036 FIT 1 20
--------------
CUSIP: 4.625% UST
3.812% Senior 438516BS4 due
Notes due ISIN: November May 21, February
2047 US438516BS48 21, 2047 2047 $442,373,000 13 $50 15, 2046 FIT 1 55
--------------
CUSIP: 4.625% UST
2.800% Senior 438516CA2 due
Notes due ISIN: June 1, December November
2050 US438516CA21 2050 1, 2049 $700,983,000 14 $50 15, 2055 FIT 1 30
--------------
CUSIP: 3.500% UST
2.700% Senior 438516BU9 due
Notes due ISIN: August 15, May 15, February
2029 US438516BU93 2029 2029 $750,000,000 15 $50 15, 2029 FIT 1 15
--------------
CUSIP: 3.500% UST
1.950% Senior 438516BZ8 due
Notes due ISIN: June 1, March 1, February
2030 US438516BZ80 2030 2030 $948,845,000 16 $50 28, 2031 FIT 1 15
--------------
CUSIP: 3.500% UST
1.750% Senior 438516CF1 due
Notes due ISIN: September June 1, February
2031 US438516CF18 1, 2031 2031 $1,496,188,000 17 $50 28, 2031 FIT 1 30
--------------- -------------- ---------------
Total $13,010,452,000
Table 2: Euro Securities Subject to The Euro Tender Offer
Reference
Treasury
Acceptance Early Security / Bloomberg Fixed Spread
Title of Security Maturity Par Call Principal Amount Priority Participation Interpolated Reference (basis
Security Identifier(s) Date Date Outstanding Level Amount(1)(2) Rate Page/Screen points)((2)
--------------- -------------- --------- --------- ----------------- ---------- ------------- ------------ ----------- ------------------
Common Code:
3.500% Senior 262493865 OBL 0.000%
Notes due ISIN: May 17, April 17, due April
2027* XS2624938655 2027 2027 EUR650,000,000 1 EUR50 16, 2027 FIT GE1-3 20
Common Code:
2.250% Senior 136602691 February DBR 0.500%
Notes due ISIN: 22, due February
2028 XS1366026919 2028 N/A EUR750,000,000 2 EUR50 15, 2028 FIT GE1-3 30
Common Code:
4.125% Senior 255190342 Interpolated
Notes due ISIN: November August 2, Mid Swap IRSB
2034 XS2551903425 2, 2034 2034 EUR1,000,000,000 3 EUR50 Rate EU<GO>(3) 70
Common Code:
3.750% Senior 262493873 February Interpolated
Notes due ISIN: May 17, 17, Mid Swap IRSB
2032 XS2624938739 2032 2032 EUR500,000,000 4 EUR50 Rate EU<GO>(3) 65
Common Code:
3.750% Senior 277689006 Interpolated
Notes due ISIN: March 1, December Mid Swap IRSB
2036 XS2776890068 2036 1, 2035 EUR750,000,000 5 EUR50 Rate EU<GO>(3) 75
Common Code:
3.375% Senior 277688999 Interpolated
Notes due ISIN: March 1, January Mid Swap IRSB
2030 XS2776889995 2030 1, 2030 EUR750,000,000 6 EUR50 Rate EU<GO>(3) 35
Common Code:
0.750% Senior 212609404 December Interpolated
Notes due ISIN: March 10, 10, Mid Swap IRSB
2032 XS2126094049 2032 2031 EUR500,000,000 7 EUR50 Rate EU<GO>(3) 45
--------------- -----------------
Total EUR 4,900,000,000
(1) Per $1,000 or EUR1,000 principal amount, as applicable.
(2) The Total Consideration payable for each series of Securities will be
at a price per $1,000 or EUR1,000 principal amount, as applicable, of
such series of Securities validly tendered on or prior to the
applicable Early Participation Date and accepted for purchase by us,
which is calculated using the applicable Fixed Spread, and when
calculated in such a manner already includes the applicable Early
Participation Amount. In addition, holders whose Securities are
accepted for purchase will also receive any Accrued Interest on such
Securities. Holders of Securities that are validly tendered after the
Early Participation Date and at or before the Expiration Date and
accepted for purchase will receive only the applicable Late Tender
Offer Consideration, which does not include the applicable Early
Participation Amount, together with any Accrued Interest on such
Securities. For the avoidance of doubt, the Early Participation Amount
is already included within the Total Consideration, and is not in
addition to the Total Consideration.
(3) Pricing Source: BGN. On March 6, 2026, Honeywell announced that it had
issued a conditional notice of full redemption to redeem all
EUR650,000,000 in outstanding principal amount of its 3.500% Senior Notes
Due 2027 (the "3.500% Notes"). Promptly following the pricing of a
proposed notes offering by Honeywell Aerospace, Inc. ("Aerospace"), the
Company also currently expects to issue a notice of full redemption to
redeem all EUR750,000,000 in outstanding principal amount of its 2.250%
Senior Notes due 2028 (the "2.250% Notes"). If (i) the Redemption
Condition (as defined in the Offer to Purchase) for the conditional
redemption of the 3.500% Notes is satisfied prior the applicable
redemption date and (ii) the Company issues a notice of full redemption
of the 2.250% Notes, to the extent such Securities have not previously
been validly tendered and accepted for purchase in the Euro Tender Offer
(as defined below), such Securities will be redeemed on the applicable
redemption date at the applicable redemption price. 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 is being
made, and any redemption of the 2.250% Notes will be made, solely
pursuant to separately issued notices of redemption delivered pursuant to
the indenture governing such Securities. The statement of expectation
relating to the redemption of the 2.250% Notes does not constitute an
obligation to issue a notice of redemption, and the decision to issue any
such notice of redemption and the selection of any particular redemption
date is in the Company's discretion. This press release is not an offer
of any Aerospace notes. The Aerospace notes offering is being made solely
pursuant to a private offering memorandum.
The Tender Offers are made upon the terms and subject to certain conditions set forth in the offer to purchase, dated March 6, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
Copies of the Offer to Purchase are available from the Information and Tender Agent as set out below. All documentation relating to the Offer to Purchase, together with any updates will be available via the Offer Website: www.dfking.com/honeywell.
Timetable for the Tender Offers
Event Date
---------------------------------- ------------------------------------------
Commencement of the Tender Offers March 6, 2026
Early Participation Date 5:00 p.m., New York City time, on March
19, 2026, unless extended or earlier
terminated by Honeywell in respect of a
Tender Offer in its sole and absolute
discretion.
Withdrawal Date 5:00 p.m., New York City time, on March
19, 2026, unless extended by Honeywell in
respect of a Tender Offer in its sole and
absolute discretion.
Reference Yield Determination Date 10:00 a.m., New York City time, on March
20, 2026, unless extended by Honeywell in
respect of a Tender Offer in its sole and
absolute discretion.
Early Payment Date The Early Payment Date may occur, at
Honeywell's sole and absolute discretion,
following the applicable Early
Participation Date and prior to the
applicable Final Payment Date, which is
currently expected to be March 24, 2026.
Expiration Date 5:00 p.m., New York City time, on April 7,
2026, unless extended by Honeywell or
earlier terminated by Honeywell in respect
of a Tender Offer, in each case, in its
sole and absolute discretion.
Final Payment Date The Final Payment Date will be promptly
following the applicable Expiration Date
and is expected to be on or about April 9,
2026.
Purpose of the Tender Offers
We are making the Tender Offers to purchase certain outstanding debt issued by Honeywell, and, together with the redemption of certain outstanding series of Honeywell debt securities, as further described in the Offer to Purchase, to reduce our leverage in anticipation of the proposed distribution by Honeywell to its shareowners of 100% of the outstanding shares of Honeywell Aerospace Inc.'s common stock (the "Spin-Off"). Securities that are accepted in a Tender Offer will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.
Details of the Tender Offers
The Tender Offers will expire at 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 in its sole and absolute discretion (such date and time, as the same may be extended, the "Expiration Date"). Securities tendered may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 19, 2026, unless extended by Honeywell, in respect of a Tender Offer in its sole and absolute discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter. In this press release, we refer to Securities that have been validly tendered and not validly withdrawn as having been "validly tendered."
Securities validly tendered pursuant to the Tender Offers and accepted for purchase by Honeywell will be accepted for purchase based on the applicable acceptance priority levels set forth in the tables above (the "Acceptance Priority Levels"), subject to the limitation that the maximum aggregate purchase price to be paid for the Dollar Securities in the Dollar Tender Offer (excluding the accrued and unpaid interest on such Dollar Securities) will not exceed the Dollar Total Maximum Amount and the maximum aggregate purchase price to be paid for the Euro Securities in the Euro Tender Offer (excluding the accrued and unpaid interest on such Euro Securities) will not exceed the Euro Total Maximum Amount, and may be subject to proration, all as more fully described herein and in the Offer to Purchase.
A separate instruction must be submitted for each beneficial owner of Securities due to possible proration.
Holders (the "Holders") of Securities that are validly tendered at or before 5:00 p.m., New York City time, on March 19, 2026, unless extended by Honeywell in respect of a Tender Offer (such date and time, as the same may be extended, the "Early Participation Date"), and accepted for purchase will receive the applicable Total Consideration (as defined below) for their Securities, which includes the applicable early participation amount for the applicable series of Securities set forth in the tables above (the applicable "Early Participation Amount"), together with any accrued and unpaid interest on the Securities from, and including, the most recent interest payment date prior to the applicable Payment Date (as defined in the Offer to Purchase) up to, but not including, the applicable Payment Date ("Accrued Interest"). Subject to the terms and conditions described in herein and in the Offer to Purchase, including the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and the proration procedures, Holders of Securities that are validly tendered after the applicable Early Participation Date and at or before the applicable Expiration Date and are accepted for purchase will receive only the applicable "Late Tender Offer Consideration," which consists of the applicable Total Consideration minus the applicable Early Participation Amount, for each $1,000 or EUR1,000 principal amount, as applicable, of such tendered Securities, plus any Accrued Interest. The applicable Total Consideration and the Late Tender Offer Consideration will be payable in cash.
Each Tender Offer is subject to certain conditions, including the Financing Condition (as defined in the Offer to Purchase). The Tender Offers are not conditioned on any minimum amount of Securities being tendered. Neither Tender Offer is conditioned on completion of the other, and each Tender Offer otherwise operates independently of the other Tender Offer. Subject to Honeywell's right to terminate one or both of the Tender Offers, and subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, the applicable Acceptance Priority Levels and proration, Honeywell will purchase the Securities that have been validly tendered at or before the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell promptly following the applicable Expiration Date (the date of such purchase, which is expected to be the second business day following the applicable Expiration Date, the "Final Payment Date"). Honeywell reserves the right, but is not obligated, in its sole and absolute discretion, to purchase the Securities that have been validly tendered at or before the applicable Early Participation Date or following the applicable Early Participation Date but prior to the applicable Expiration Date, subject to all conditions to such Tender Offer having been satisfied or waived by Honeywell (the date of such purchase, the "Early Payment Date" and together with the Final Payment Date, each a "Payment Date").
Honeywell also reserves the right, in its sole and absolute discretion, subject to applicable law, to terminate one or both of the Tender Offers at any time prior to the applicable Expiration Date. Securities that are accepted in the Tender Offers will be purchased, retired and cancelled and will no longer remain outstanding obligations of Honeywell.
The Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level in each Tender Offer, 17 being the lowest Acceptance Priority Level with respect to the Dollar Tender Offer and 7 being the lowest Acceptance Priority Level with respect to the Euro Tender Offer), subject to the limitation that the overall aggregate purchase price to be paid for the Securities in each of the Tender Offers (excluding the accrued and unpaid interest on the Securities) will not exceed the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable.
Securities validly tendered on or before the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities validly tendered on or before the Early Participation Date having a lower Acceptance Priority Level are accepted in each of the Tender Offers, and all Securities validly tendered after the applicable Early Participation Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the applicable Early Participation Date having a lower Acceptance Priority Level are accepted in the applicable Tender Offer, in each case subject to the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable. Securities validly tendered on or before the Early Participation Date will be accepted for purchase in priority to other Securities tendered after the Early Participation Date, even if such Securities tendered after the Early Participation Date have a higher Acceptance Priority Level than Securities tendered on or before the Early Participation Date. Furthermore, if the amount of Securities validly tendered prior to or at the Early Participation Date exceeds the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, Holders who validly tender Securities in a Tender Offer after the Early Participation Date will not have any of their Securities accepted for purchase regardless of the Acceptance Priority Level of such Securities unless Honeywell increases the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable.
Subject to applicable law, Honeywell reserves the right, in its sole and absolute discretion, to waive or modify any one or more of the conditions to the Tender Offers in whole or in part at any time on or prior to the date that any Securities are first accepted for purchase or to (i) increase the Dollar Total Maximum Amount or the Euro Total Maximum Amount or (ii) decrease the Dollar Total Maximum Amount or the Euro Total Maximum Amount. Any such increase or decrease may be made on the basis of Securities validly tendered through the applicable Early Participation Date and promptly announced on the business day immediately following the applicable Early Participation Date. Any such increase or decrease may be made without extending the Withdrawal Date or otherwise reinstating withdrawal rights, except as required by applicable law.
If Honeywell exercises its right, in its sole and absolute discretion, to purchase the Securities on an Early Payment Date and, on such Early Payment Date, or on the Final Payment Date, there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Securities in any Acceptance Priority Level without exceeding the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, Honeywell will accept for payment such tendered Securities on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount of Securities of such Acceptance Priority Level validly tendered.
The "Total Consideration" payable for each series of Securities will be a price per $1,000 or EUR1,000 principal amount of such series of Securities validly tendered pursuant to the applicable Tender Offer on or prior to the applicable Early Participation Date, and accepted for purchase by us (subject to the applicable Acceptance Priority Levels, the Dollar Total Maximum Amount or the Euro Total Maximum Amount, as applicable, and proration, if any), equal to an amount in the currency in which the applicable Securities are denominated, calculated in accordance with Schedule C-1 or C-2 to the Offer to Purchase, as applicable, that would reflect, as of the applicable Early Payment Date or, to the extent Honeywell does not exercise its right to purchase the Securities on such Early Payment Date, as of the applicable Final Payment Date: (i) for each series of Dollar Securities , a yield to the applicable maturity date or par call date, as the case may be, in accordance with standard market practice, of such series of Securities equal to the sum of (a) the Reference Yield (as defined in the Offer to Purchase) of the applicable reference security set forth in Table 1 above, determined at 10:00 a.m., New York City time, on the first business day following the applicable Early Participation Date (the "Reference Yield Determination Date"), plus (b) the fixed spread applicable to such series, set forth in the Table 1 above, (ii) for the series of Euro Securities constituting the 3.500% Notes and the 2.250% Notes, a yield to the applicable maturity date in accordance with standard market practice, of such series of Securities equal to the sum of (a) the Reference Yield (as defined in the Offer to Purchase) of the applicable reference security set forth in Table 2 above, determined at the Reference Yield Determination Date, plus (b) the fixed spread applicable to such series, set forth in Table 2 above, provided that if such Total Consideration is below EUR1,000, the Total Consideration will be EUR1,000, and (iii) for each of the other series of Euro Securities, a yield to the applicable maturity date or par call date, as the case may be, in accordance with standard market practice, of such series of Securities equal to the sum of (a) the reference yield (corresponding to the applicable Interpolated Rate (as defined in the Offer to Purchase) determined at the Reference Yield Determination Date, plus (b) the fixed spread applicable to such series set forth in Table 2 above, in each case, minus accrued and unpaid interest on such Securities from, and including, the most recent interest payment date prior to the applicable Payment Date up to, but not including, such Payment Date. The applicable Total Consideration already includes the Early Participation Amount for the applicable series of Securities set forth in the tables above. For the avoidance of doubt, the Early Participation Amount is already included within the Total Consideration, and is not in addition to the Total Consideration.
For further details on the procedures for tendering the Securities, please refer to the Offer to Purchase, including the procedures set out under the heading "The Tender Offers--Procedures for Tendering Securities" of the Offer to Purchase.
Honeywell has retained BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC and 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 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.
Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offers.
Holders are advised to check with any custodian or nominee, or other intermediary through which they hold Securities, whether such entity would require the receipt of instructions to participate in, or notice of a revocation of their instruction to participate in, the Tender Offers before the deadlines specified above. The deadlines set by any custodian or nominee, or by the relevant Clearing System, for the submission and revocation of valid electronic tender and blocking instructions, in the form required by the relevant Clearing System, may be earlier than the relevant deadlines specified above.
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 Honeywell, 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 Honeywell, 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 Honeywell, 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 is being 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 be made by the Dealer Managers or such affiliate (as the case may be) on behalf of Honeywell in such jurisdiction.
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