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
4.250% Senior Notes due 2029
| Issuer: | Honeywell International Inc. | |
| Security Type: | Senior Unsecured | |
| Offering Format: | SEC Registered | |
| Principal Amount: | $750,000,000 | |
| Coupon: | 4.250% | |
| Stated Maturity Date: | January 15, 2029 | |
| Benchmark Treasury: | 3.500% due April 30, 2028 | |
| Benchmark Treasury Price / Yield: | 100-08 / 3.444% | |
| Spread to Benchmark Treasury: | + 85 bps | |
| Yield to Maturity: | 4.294% | |
| Price to Public: | 99.772% of the principal amount | |
| Trade Date: | May 12, 2023 | |
| Original Issue/Settlement Date: | May 17, 2023 (T+3) | |
| Interest Payment Dates: | January 15 and July 15 of each year, commencing January 15, 2024 | |
| Optional Redemption: | Make-whole call at T+15 basis points | |
| CUSIP / ISIN: | 438516CL8 / US438516CL85 | |
| Expected Ratings (Moody’s / S&P / Fitch):* | A2 / A / A | |
| Concurrent Offering | Earlier today, the Issuer priced €650,000,000 aggregate principal amount of 3.500% Notes due 2027 and €500,000,000 aggregate principal amount of 3.750% Notes due 2032 (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: | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC | |
| Senior Co-Managers: | Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC BBVA Securities Inc. BNP Paribas Securities Corp. Santander US Capital Markets LLC SG America Securities, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC | |
| Co-Managers: | Academy Securities Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. ICBC Standard Bank Plc NatWest Markets Securities Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. 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 BofA Securities, Inc. at 1-800-294-1322, Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-4533, SMBC Nikko Securities America, Inc. at 1-888-868-6856 or Wells Fargo Securities, LLC at 1-800-645-3751.
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
4.500% Senior Notes due 2034
| Issuer: | Honeywell International Inc. | |
| Security Type: | Senior Unsecured | |
| Offering Format: | SEC Registered | |
| Principal Amount: | $1,000,000,000 | |
| Coupon: | 4.500% | |
| Stated Maturity Date: | January 15, 2034 | |
| Benchmark Treasury: | 3.500% due February 15, 2033 | |
| Benchmark Treasury Price / Yield: | 100-12 / 3.454% | |
| Spread to Benchmark Treasury: | + 115 bps | |
| Yield to Maturity: | 4.604% | |
| Price to Public: | 99.121% of the principal amount | |
| Trade Date: | May 12, 2023 | |
| Original Issue/Settlement Date: | May 17, 2023 (T+3) | |
| Interest Payment Dates: | January 15 and July 15 of each year, commencing January 15, 2024 | |
| Optional Redemption: | Make-whole call at T+20 basis points | |
| CUSIP / ISIN: | 438516CM6 / US438516CM68 | |
| Expected Ratings (Moody’s / S&P / Fitch):* | A2 / A / A | |
| Concurrent Offering | Earlier today, the Issuer priced €650,000,000 aggregate principal amount of 3.500% Notes due 2027 and €500,000,000 aggregate principal amount of 3.750% Notes due 2032 (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: | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC | |
| Senior Co-Managers: | Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC BBVA Securities Inc. BNP Paribas Securities Corp. Santander US Capital Markets LLC SG America Securities, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. UniCredit Capital Markets LLC | |
| Co-Managers: | Academy Securities Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. ICBC Standard Bank Plc. NatWest Markets Securities Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. 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 BofA Securities, Inc. at 1-800-294-1322, Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-4533, SMBC Nikko Securities America, Inc. at 1-888-868-6856 or Wells Fargo Securities, LLC at 1-800-645-3751.
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.