Honeywell Announces Solstice Spin-Off and Senior Notes Offering
Honeywell (NASDAQ: HON) confirmed the spin-off of Solstice Advanced Materials Inc., alongside a private offering of $1 billion senior notes due 2033. The offering's size, timing, and terms depend on prevailing market conditions and other factors.
Planned Senior Credit Facilities
In connection with the spin-
off, expected in Q4 2025, Solstice plans to secure multiple senior credit facilities. These include a senior secured first-lien term B loan, a revolving credit facility, and uncommitted letters of credit. Proceeds from the Notes, combined with the term B loan, will partially fund a distribution to Honeywell and cover associated fees and expenses. Remaining funds will support general corporate purposes.
Escrow and Redemption Conditions
Proceeds from the Notes will be held in escrow until spin-off conditions are satisfied. If the conditions are not met by March 31, 2026, the Notes will be redeemed at 100% of principal plus accrued interest, ensuring investor protection.
Notes Structure and Guarantees
The Notes will be senior unsecured obligations of Solstice, guaranteed on a senior unsecured basis by Solstice’s existing and future domestic subsidiaries that guarantee the new credit facilities. These guarantees provide an additional layer of financial security for the Notes holders.
Offering Compliance and Investor Eligibility
The Notes and related guarantees are not registered under the Securities Act of 1933 or state securities laws. They are offered exclusively to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. Any sale or solicitation outside these exemptions is strictly prohibited.
About Solstice Advanced Materials
Solstice Advanced Materials is a global leader in advanced materials, specializing in refrigerants, semiconductor materials, protective fibers, and healthcare packaging. The company operates through Refrigerants & Applied Solutions and Electronic & Specialty Materials segments. Solstice is recognized for technological innovation and high-quality standards.
About Honeywell
Honeywell serves diverse industries worldwide, focusing on automation, aviation, and energy transition. Its solutions leverage the Honeywell Accelerator operating system and Honeywell Forge IoT platform. Core business segments include Aerospace Technologies, Industrial Automation, Building Automation, and Energy & Sustainability Solutions, delivering safer, smarter, and more sustainable industrial innovations.
Forward-Looking Statements and Risks
This release contains forward-looking statements under Section 21E of the Securities Exchange Act. Actual results may differ due to macroeconomic risks, geopolitical events, trade policies, market volatility, supply chain disruptions, and regulatory changes. There is no guarantee the spin-off, Notes offering, or senior credit facilities will proceed as planned. Honeywell does not undertake to update these statements unless legally required.