UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT -
(Date of earliest event reported)
(Exact name of Registrant as specified in its Charter)
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(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Fixed Rate Term Loan Credit Agreement
On August 12, 2024, Honeywell International Inc. (“Honeywell”) entered into a Fixed Rate Term Loan Credit Agreement (the “Fixed Rate Term Loan Credit Agreement”) with the banks, financial institutions and other institutional lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent.
The Fixed Rate Term Loan Credit Agreement provides for term loans in an aggregate principal amount of $1.0 billion and is maintained for general corporate purposes. Amounts borrowed under the Fixed Rate Term Loan Credit Agreement are required to be repaid no later than August 12, 2027, unless the Fixed Rate Term Loan Credit Agreement is terminated earlier pursuant to its terms. The interest rate on term loans under the Fixed Rate Term Loan Credit Agreement will be 4.370%. Prior to August 12, 2026, principal payments in respect of the term loans will be subject to a make-whole premium, not to exceed 101% of the aggregate principal amount of the term loans to be prepaid, as further described in the Fixed Rate Term Loan Credit Agreement. The Fixed Rate Term Loan Credit Agreement does not restrict Honeywell’s ability to pay dividends, nor does it contain financial covenants. The Fixed Rate Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative and covenants and events of default for investment grade borrowers and financings of this type.
The foregoing description of the Fixed Rate Term Loan Credit Agreement is not intended to be complete and is qualified in its entirety by reference to the Fixed Rate Term Loan Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement |
On August 12, 2024, Honeywell terminated the commitments under its $1.5 billion Second 364-Day Credit Agreement dated as of July 2, 2024, among Honeywell, the lenders party thereto and Bank of America, N.A., as administrative agent.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above regarding the Fixed Rate Term Loan Credit Agreement is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit # | Description | |
| 10.1 | Fixed Rate Term Loan Credit Agreement, dated as of August 12, 2024, among Honeywell International Inc., the banks, financial institutions, and other institutional lenders parties thereto and Bank of America, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2024 | Honeywell International Inc. | |||||
| By: | /s/ Su Ping Lu | |||||
| Su Ping Lu Vice President and Corporate Secretary | ||||||