FWP 1 d458039dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Free Writing Prospectus dated May 12, 2023

Relating to Preliminary Prospectus Supplement dated May 12, 2023

Prospectus dated October 22, 2021

Registration No. 333-260437

Honeywell International Inc.

Pricing Term Sheet

3.500% Senior Notes due 2027

 

Issuer:    Honeywell International Inc.
Trade Date:    May 12, 2023
Original Issue/Settlement Date:    May 17, 2023 (T+3)
Security Type:    Senior Unsecured
Offering Format:    SEC Registered
Principal Amount:    €650,000,000
Coupon:    3.500%
Stated Maturity Date:    May 17, 2027
Issue Price:    99.795%
Yield to Maturity:    3.556%
Benchmark Bund:    OBL 0.000% due April 16, 2027
Benchmark Bund Price and Yield:    91.650%; 2.250%
Spread to Benchmark Bund:    + 130.6 bps
Mid-Swap Yield:    3.006%
Spread to Mid-Swap Yield:    + 55 bps
Interest Payment Dates:    May 17 of each year, commencing May 17, 2024
Optional Redemption Provisions:   

Make-Whole Call:

    Prior to April 17, 2027, make-whole call at Bunds plus 20 bps plus accrued and unpaid interest to the redemption date

Par Call:

    On or after April 17, 2027, at par plus accrued and unpaid interest to the redemption date
Proceeds (after underwriting discount and before expenses) to Issuer:    €647,042,500 (99.545% of principal amount)
CUSIP/ISIN/Common Code:    438516 CN4 / XS2624938655 / 262493865
Legal Entity Identifier (LEI) Code:    ISRPG12PN4EIEOEMW547
Expected Ratings (Moody’s / S&P / Fitch):*    A2/A/A
Denominations:    €100,000 and integral multiples of €1,000 in excess thereof
Day Count Convention:    Actual / Actual (ICMA)
Listing:    Application will be made to list the notes on the Nasdaq Bond Exchange
Stabilization:    Stabilization/FCA
Target Market:    MiFID II and/or the UK MiFIR Product Governance Rules professionals/ECPs-only / No PRIIPs KID and/or UK PRIIPs KID – Manufacturer target market (MIFID II product governance and/or the UK MiFIR Product Governance Rules) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs and/or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the European Economic Area or the United Kingdom

Concurrent Offering    Substantially concurrently with this offering, the Issuer launched an offer of U.S. dollar-denominated notes (the “concurrent offering”). The concurrent offering is being made by means of a separate prospectus supplement and not by means of the prospectus supplement to which this pricing term sheet relates. This communication is not an offer of any securities of the Issuer other than the notes to which this pricing term sheet relates. The concurrent offering may not be completed, and the completion of the concurrent offering is not a condition to the completion of the offering of the notes to which this pricing term sheet relates or vice versa
Joint Book-Running Managers:   

Deutsche Bank AG, London Branch

J.P. Morgan Securities plc

Morgan Stanley & Co. International plc

UniCredit Bank AG

Senior Co-Managers:   

Citigroup Global Markets Limited

Goldman Sachs & Co. LLC

   Merrill Lynch International
   Mizuho International plc
   SMBC Nikko Capital Markets Limited
   Wells Fargo Securities International Limited
  

Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander, S.A.

   BNP Paribas
   Société Générale
   The Toronto-Dominion Bank
   U.S. Bancorp Investments, Inc.
Co-Managers   

Academy Securities, Inc.

Barclays Bank PLC

   Crédit Agricole Corporate and Investment Bank
   HSBC Securities (USA) Inc.
   ICBC Standard Bank Plc
   NatWest Markets Plc
   RBC Europe Limited
   Scotiabank (Ireland) Designated Activity Company
   Standard Chartered Bank

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank AG, London Branch at +1 (800) 503-4611 (toll free), J.P. Morgan Securities plc at +44-207-134-2468, Morgan Stanley & Co. International plc at +44-207-677-7799 or UniCredit Bank AG at +49-89-378-15921.

We expect that delivery of the notes will be made to investors on or about May 17, 2023, which will be the third business day following the date of this pricing term sheet (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than two business days prior to their date of delivery will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

Honeywell International Inc.

Pricing Term Sheet

3.750% Senior Notes due 2032

 

Issuer:    Honeywell International Inc.
Trade Date:    May 12, 2023
Original Issue/Settlement Date:    May 17, 2023 (T+3)
Security Type:    Senior Unsecured
Offering Format:    SEC Registered
Principal Amount:    €500,000,000
Coupon:    3.750%
Stated Maturity Date:    May 17, 2032
Issue Price:    99.125%
Yield to Maturity:    3.867%
Benchmark Bund:    DBR 0.000% due February 15, 2032
Benchmark Bund Price and Yield:    82.650%; 2.201%
Spread to Benchmark Bund:    + 166.6 bps
Mid-Swap Yield:    2.917%
Spread to Mid-Swap Yield:    + 95 bps
Interest Payment Dates:    May 17 of each year, commencing May 17, 2024
Optional Redemption Provisions:   
Make-Whole Call:    Prior to February 17, 2032, make-whole call at Bunds plus 25 bps plus accrued and unpaid interest to the redemption date

Par Call:

    On or after February 17, 2032, at par plus accrued and unpaid interest to the redemption date
Proceeds (after underwriting discount and before expenses) to Issuer:    €493,625,000 (98.725% of principal amount)
CUSIP/ISIN/Common Code:    438516 CP9 / XS2624938739 / 262493873
Legal Entity Identifier (LEI) Code:    ISRPG12PN4EIEOEMW547
Expected Ratings (Moody’s / S&P / Fitch):*    A2/A/A
Denominations:    €100,000 and integral multiples of €1,000 in excess thereof
Day Count Convention:    Actual / Actual (ICMA)
Listing:    Application will be made to list the notes on the Nasdaq Bond Exchange
Stabilization:    Stabilization/FCA
Target Market:    MiFID II and/or the UK MiFIR Product Governance Rules professionals/ECPs-only / No PRIIPs KID and/or UK PRIIPs KID – Manufacturer target market (MIFID II product governance and/or the UK MiFIR Product Governance Rules) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs and/or UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the European Economic Area or the United Kingdom

Concurrent Offering    Substantially concurrently with this offering, the Issuer launched an offer of U.S. dollar-denominated notes (the “concurrent offering”). The concurrent offering is being made by means of a separate prospectus supplement and not by means of the prospectus supplement to which this pricing term sheet relates. This communication is not an offer of any securities of the Issuer other than the notes to which this pricing term sheet relates. The concurrent offering may not be completed, and the completion of the concurrent offering is not a condition to the completion of the offering of the notes to which this pricing term sheet relates or vice versa
Joint Book-Running Managers:   

Deutsche Bank AG, London Branch

J.P. Morgan Securities plc

Morgan Stanley & Co. International plc

UniCredit Bank AG

Senior Co-Managers:   

Citigroup Global Markets Limited

Goldman Sachs & Co. LLC

   Merrill Lynch International
   Mizuho International plc
   SMBC Nikko Capital Markets Limited
   Wells Fargo Securities International Limited
  

Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander, S.A.

   BNP Paribas
   Société Générale
   The Toronto-Dominion Bank
   U.S. Bancorp Investments, Inc.
Co-Managers   

Academy Securities, Inc.

Barclays Bank PLC

   Crédit Agricole Corporate and Investment Bank
   HSBC Securities (USA) Inc.

  ICBC Standard Bank Plc
  NatWest Markets Plc
  RBC Europe Limited
  Scotiabank (Ireland) Designated Activity Company
  Standard Chartered Bank

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus and the accompanying prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the accompanying prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the accompanying prospectus supplement if you request it by calling Deutsche Bank AG, London Branch at +1 (800) 503-4611 (toll free), J.P. Morgan Securities plc at +44-207-134-2468, Morgan Stanley & Co. International plc at +44-207-677-7799 or UniCredit Bank AG at +49 89 378 15921.

We expect that delivery of the notes will be made to investors on or about May 17, 2023, which will be the third business day following the date of this pricing term sheet (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes more than two business days prior to their date of delivery will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement and should consult their own advisors.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.