Honeywell International Inc. Exchange Offer

Davis Polk advised the dealer managers in connection with an exchange offer by Honeywell International Inc. in which a combination of $445 million aggregate principal amount of its newly issued 3.812% notes due 2047 and cash were exchanged for a portion of four series of its outstanding debentures or notes.

Headquartered in Morris Plains, New Jersey, Honeywell is a diversified technology and manufacturing company that blends physical products with software to serve customers worldwide with aerospace products and services, turbochargers, energy efficient products and solutions for homes, businesses and transportation, specialty chemicals, electronic and advanced materials, process technology for refining and petrochemicals and productivity, sensing, safety and security technologies for buildings, homes and industries.

The Davis Polk corporate team included partners Richard A. Drucker and John B. Meade and associates Roderick G. Miller and Mahfouz Basith. Partner Michael Mollerus provided tax advice. Counsel David A. Zilberberg provided environmental advice. All members of the Davis Polk team are based in the New York office.