Comprehensive financing for Honeywell spinoff of Honeywell Aerospace

Davis Polk advised the representatives of the several initial purchasers in connection with the Rule 144A / Regulation S offering of $16 billion of senior notes of Honeywell Aerospace Inc., a wholly owned subsidiary of Honeywell International Inc. The notes consisted of $1.25 billion aggregate principal amount of 3.900% senior notes due 2028, $1.25 billion aggregate principal amount of 4.000% senior notes due 2029, $500 million aggregate principal amount of floating-rate senior notes due 2029, $2 billion aggregate principal amount of 4.300% senior notes due 2031, $1.75 billion aggregate principal amount of 4.600% senior notes due 2033 and $3.25 billion aggregate principal amount of 4.950% senior notes due 2036 issued and sold by Honeywell Aerospace, and $1 billion aggregate principal amount of 5.622% senior notes due 2046, $3.5 billion aggregate principal amount of 5.732% senior notes due 2056 and $1.5 billion aggregate principal amount of 5.852% senior notes due 2066 sold by selling securityholders. The notes will be guaranteed by Honeywell International until the consummation of the spinoff of Honeywell Aerospace.

Davis Polk also advised the administrative agent and initial lenders in connection with Honeywell International’s $6 billion term loan credit facility. The notes sold by the selling securityholders were initially issued by Honeywell Aerospace to Honeywell International and were transferred and delivered by Honeywell International to the banks which acted as selling securityholders in the offering, in a debt-for-debt exchange in satisfaction of Honeywell International’s debt obligations under the term loan facility.

Davis Polk advised the joint lead arrangers and initial lenders in connection with Honeywell International’s $4 billion five-year senior unsecured revolving credit facility and $3 billion 364-day senior unsecured revolving facility. Davis Polk also advised the joint lead arrangers and initial lenders, in connection with Honeywell Aerospace’s $3 billion five-year senior unsecured revolving credit facility and $1 billion 364-day senior unsecured revolving facility.

Concurrently with the notes offering, Davis Polk is advising the dealer managers in connection with Honeywell International’s cash tender offer to purchase up to $13.01 billion aggregate principal amount of its outstanding dollar-denominated senior notes and €4.9 billion aggregate principal amount of its outstanding euro-denominated senior notes.

Honeywell International is an integrated operating company serving a broad range of industries and geographies around the world, with a portfolio that is underpinned by its Honeywell Accelerator operating system and Honeywell Forge platform. As a trusted partner, Honeywell International 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. On February 6, 2025, Honeywell International announced its plans to spin off its Aerospace Technologies business into a new public company, Honeywell Aerospace Inc.

Honeywell Aerospace is a leading global aerospace and defense supplier of mission-critical systems and technologies that enable the production, maintenance and safe operation of aerospace and defense platforms. Honeywell Aerospace’s systems and technologies support original equipment manufacturer, government, defense prime contractor and aircraft operator customers across the commercial air transport, business aviation, and defense and space end markets. As of December 31, 2025, Honeywell Aerospace employed over 30,000 people across more than 90 engineering, manufacturing, and maintenance, repair and overhaul facilities globally.

The Davis Polk capital markets team included partner John B. Meade, counsel Claudia Carvajal Lopez and associates Matthew A. Bultman and Ryeaan Anwar Chaudhary. The finance team included partner Scott M. Herrig and counsel Jeffrey (Man To) Hon. Partner William A. Curran provided tax advice. Counsel David A. Zilberberg provided environmental advice. Partner Pritesh P. Shah provided intellectual property advice. All members of the Davis Polk team are based in the New York office.