Cleary Gottlieb Represents Honeywell in $16 Billion Honeywell Aerospace Bond Offering, Concurrent Debt Retirement and Credit Facility Transactions for Spin‑Off

"Cleary Gottlieb represented Honeywell International in a $16 billion Rule 144A/Reg S bond offering by its soon-to-be-spun-off subsidiary, Honeywell Aerospace. The offering—nine series of senior unsecured notes maturing from 2 to 40 years and guaranteed by Honeywell until the spin-off—included new-money notes and exchange notes issued to Honeywell as partial consideration for asset contributions; Aerospace received no cash for the exchange notes. A portion of new-money proceeds was distributed in cash to Honeywell and used to pay spin-off and financing fees; Honeywell is using that distribution plus borrowings under a $6 billion 2026 term loan to fund cash tender offers and redemptions of existing dollar- and euro-denominated debt (up to $3.75B/€1.25B in purchases and $3.9B/€1.4B in redemptions). Advances under the 2026 term loan were repaid by transferring the exchange notes to lenders’ designees and paying accrued interest. Cleary also advised on new revolving credit facilities for Honeywell and Aerospace that will become effective around the spin-off. The bond offering priced on March 10, 2026 and closed March 16, 2026."