PALM
BEACH GARDENS, Fla., July 26,
2024 /PRNewswire/ -- Carrier Global
Corporation (NYSE: CARR) (the "Company") today
announced that it has commenced tender offers to purchase for cash
the debt securities issued by the Company listed in the table below
(collectively, the "Securities" and each, a
"series").
Up to $800,000,000 Aggregate Purchase Price for the
Securities of Carrier Global Corporation Listed Below in the
Acceptance Priority Levels and Subject to the Series Tender Caps
Listed Below
Title of
Security
|
CUSIP Number / ISIN
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority Level
|
Series
Tender
Cap(1)
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment (2)(3)
|
5.900%
Notes
due 2034
|
14448CBC7 /
US14448CBC73 (SEC)
14448CAY0 /
US14448CAY03 (144A)
U1453PAN1 /
USU1453PAN16 (Reg S)
|
$1,000,000,000
|
1
|
$125,000,000
|
4.375% UST
due 05/15/2034
|
FIT1
|
+85 bps
|
$30.00
|
6.200%
Notes
due 2054
|
14448CBD5 /
US14448CBD56 (SEC)
14448CBA1 /
US14448CBA18 (144A)
U1453PAQ4 /
USU1453PAQ47 (Reg S)
|
$1,000,000,000
|
2
|
$350,000,000
|
4.250% UST
due 02/15/2054
|
FIT1
|
+100 bps
|
$30.00
|
3.577%
Notes
due 2050
|
14448CAS3 /
US14448CAS35 (SEC)
14448CAC8 /
US14448CAC82 (144A)
U1453PAC5 /
USU1453PAC50 (Reg S)
|
$2,000,000,000
|
3
|
N/A
|
4.250% UST
due 02/15/2054
|
FIT1
|
+95 bps
|
$30.00
|
3.377%
Notes
due 2040
|
14448CAR5 /
US14448CAR51 (SEC)
14448CAB0 /
US14448CAB00 (144A)
U1453PAB7 /
USU1453PAB77 (Reg S)
|
$1,500,000,000
|
4
|
N/A
|
4.625% UST
due 05/15/2044
|
FIT1
|
+80 bps
|
$30.00
|
2.242%
Notes
due 2025
|
14448CAN4 /
US14448CAN48 (SEC)
14448CAF1 /
US14448CAF14 (144A)
U1453PAE1 /
USU1453PAE17 (Reg S)
|
$1,200,000,000
|
5
|
N/A
|
2.000% UST
due 02/15/2025
|
FIT3
|
+30 bps
|
$30.00
|
________________________________________
|
(1)
|
The offers with respect
to the Securities (as defined below) are subject to the Aggregate
Purchase Price (as defined below) of $800,000,000 and the Series
Tender Caps (as defined below).
|
(2)
|
Per $1,000 principal
amount.
|
(3)
|
The Total Consideration
(as defined below) for Securities validly tendered at or prior to
the Early Tender Date (as defined below) and accepted for purchase
will be calculated using the applicable Fixed Spread and is
inclusive of the Early Tender Payment (as defined
below).
|
The tender offers consist of offers to purchase for cash, on the
terms and conditions set forth in the offer to purchase, dated
July 26, 2024 (as it may be amended
or supplemented from time to time, the "Offer to Purchase"), the
Company's 5.900% Notes due 2034, 6.200% Notes due 2054, 3.577%
Notes due 2050, 3.377% Notes due 2040 and 2.242% Notes due 2025, up
to an aggregate purchase price (excluding accrued interest) of
$800,000,000 (the "Aggregate Purchase
Price") for all Securities purchased in the tender offers,
provided, that the offers to purchase the Notes due 2034 and the
Notes due 2054 will be subject to an aggregate principal amount
sublimit of $125,000,000 and
$350,000,000, respectively (each, a
"Series Tender Cap" and, collectively, the "Series Tender Caps").
The Company reserves the right, but is under no obligation, to
increase, decrease or eliminate the Aggregate Purchase Price and/or
either or both of the Series Tender Caps at any time, subject to
applicable law. The amount of each series of Securities that will
be purchased will be determined in accordance with the acceptance
priority levels set forth in the table above without exceeding the
Aggregate Purchase Price and the Series Tender Caps and may be
prorated as described in the Offer to Purchase. The Company refers
investors to the Offer to Purchase
for the complete terms and conditions of the tender
offers.
The tender offers for the Securities will expire one minute
after 11:59 p.m., New York City time, on August 22, 2024, or, in each case, any other date
and time to which the Company extends the applicable tender offer
(such date and time, as it may be extended with respect to a tender
offer, the applicable "Expiration Date"), unless earlier
terminated. Holders of Securities must validly tender and not
validly withdraw their Securities at or prior to 5:00 p.m., New York
City time, on August 8, 2024
(such date and time, as it may be extended with respect to a tender
offer, the applicable "Early Tender Date"), to be
eligible to receive the Total Consideration, which is inclusive of
an amount in cash equal to the amount set forth in the table above
under the heading "Early Tender Payment" (the "Early Tender
Payment"). If a holder validly tenders Securities after the
applicable Early Tender Date but at or prior to the applicable
Expiration Date, the holder will only be eligible to receive the
applicable Late Tender Offer Consideration (as defined below) plus
Accrued Interest.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered, and not validly withdrawn,
and accepted for purchase pursuant to the applicable tender offer
will be determined in accordance with the formula set forth in the
Offer to Purchase by reference to the applicable fixed spread for
such series specified in the table above plus the applicable yield
based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above at 10:00 a.m., New York
City time, on August 9, 2024.
The "Late
Tender Offer Consideration" is equal to the Total Consideration minus
the Early Tender Payment.
Each tender offer will expire on the applicable Expiration Date.
Except as set forth below, payment for the Securities that are
validly tendered at or prior to the Expiration Date will be made on
a date promptly following the Expiration Date, which is currently
anticipated to be August 27, 2024,
the third business day after the Expiration Date. The Company
reserves the right, in its sole discretion, to make payment for
Securities that are validly tendered at or prior to the Early
Tender Date on an earlier settlement date, which, if applicable, is
currently anticipated to be August 13,
2024, the third business day after the Early Tender
Date.
Holders will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date ("Accrued Interest").
Tendered Securities may be withdrawn at or prior to, but not
after, 5:00 p.m., New York City time, on August 8, 2024, unless extended or otherwise
required by applicable law (the "Withdrawal Deadline").
Subject to applicable law, the Company may extend the Early Tender
Date without extending the Withdrawal Deadline with respect to a
tender offer.
The tender offers
are subject to the satisfaction or waiver of certain conditions
as set forth in the Offer to Purchase. The tender offers are not
subject to minimum tender conditions.
Information Relating to the Tender Offers
The Offer to Purchase
is being distributed to holders beginning
today. Morgan Stanley, J.P. Morgan and Wells Fargo Securities are
the lead dealer managers for the tender offers and Deutsche Bank
Securities and Goldman Sachs & Co. LLC are the
co-dealer managers for the tender offers.
Investors with questions regarding the tender offers may contact
Morgan Stanley at (800) 624-1808 (toll free), J.P. Morgan at (866)
834-4666 (toll free) or (212) 834-4045 (collect) or Wells Fargo
Securities at (866) 309-6316 (toll-free) or (704) 410-4759
(collect). D.F. King & Co., Inc. is the tender and
information agent for the tender offers (the "Tender and
Information Agent") and can be contacted at (866) 342-4882 (bankers
and brokers can call collect at (212) 269-5550) or by email at
carr@dfking.com.
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender offers, and neither the Company
nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
The full details of the tender offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they will contain important information. The Offer
to Purchase may be obtained from D.F. King & Co., Inc., free of
charge, by calling toll-free at (866) 342-4882 (bankers and brokers
can call collect at (212) 269-5550) or by email
at carr@dfking.com.
About Carrier
Carrier Global Corporation, global leader in intelligent climate
and energy solutions, is committed to creating solutions that
matter for people and our planet for generations to come. From the
beginning, we've led in inventing new technologies and entirely new
industries. Today, we continue to lead because we have a
world-class, diverse workforce that puts the customer at the center
of everything we do.
Forward-Looking Statements
This communication contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. These
forward-looking statements are intended to provide management's
current expectations or plans for Carrier's future operating and
financial performance, based on assumptions currently believed to
be valid. Forward-looking statements can be identified by the
use of words such as "believe," "expect," "expectations," "plans,"
"strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"confident," "scenario" and other words of similar meaning in
connection with a discussion of future operating or financial
performance. Forward-looking statements may include, among
other things, statements relating to the planned completion of the
tender offers, future sales, earnings, cash flow, results of
operations, uses of cash, share repurchases, tax rates and other
measures of financial performance or potential future plans,
strategies or transactions of Carrier, Carrier's plans with respect
to its indebtedness and other statements that are not historical
facts. All forward-looking statements involve risks,
uncertainties and other factors that may cause actual results to
differ materially from those expressed or implied in the
forward-looking statements. For additional information on
identifying factors that may cause actual results to vary
materially from those stated in forward-looking statements, see
Carrier's reports on Forms 10-K, 10-Q and 8-K filed with or
furnished to the U.S. Securities and Exchange Commission from time
to time. Any forward-looking statement speaks only as of the
date on which it is made, and Carrier assumes no obligation to
update or revise such statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
Contact:
|
Investor Relations
Sam Pearlstein
561-365-2251
Sam.Pearlstein@Carrier.com
|
|
|
|
Media Inquiries
Rob Six
561-281-2362
Robert.Six@Carrier.com
|
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SOURCE Carrier Global Corporation