HONEYWELL ANNOUNCES LAUNCH OF SOLSTICE ADVANCED MATERIALS' OFFERING OF SENIOR NOTES IN CONNECTION WITH PLANNED SPIN-OFF

CHARLOTTE, N.C., Sept. 16, 2025 /PRNewswire/ -- Honeywell (NASDAQ:HON) today announced that, in connection with the previously announced spin-off (the "Spin-Off") of Solstice Advanced Materials Inc. ("Solstice") from Honeywell, Solstice has commenced a private offering of $1 billion aggregate principal amount of senior notes due 2033 (the "Notes"). The precise size, timing and terms of the Notes offering are subject to market conditions and other factors.

In connection with the Spin-Off, which is expected to be completed in the fourth quarter of 2025, Solstice expects to enter into a senior secured first-lien term B loan facility, a senior secured first-lien revolving credit facility, and one or more uncommitted letter of credit facilities (collectively, the "Senior Credit Facilities"). Solstice intends to use a portion of the gross proceeds of the Notes, together with borrowings under the senior secured first-lien term B loan facility, to make a distribution to Honeywell in connection with the Spin-Off and to pay fees, costs and expenses in connection with the Senior Credit Facilities and the Notes offering. Solstice intends to use the remaining proceeds, after payment of transaction expenses, if any, for general corporate purposes. The proceeds from the Notes offering will be held in escrow until satisfaction of the conditions precedent to the Spin-Off and certain other escrow release conditions. If such conditions are not met by March 31, 2026, the Notes will be redeemed at 100% of principal plus accrued interest.

The Notes will be senior unsecured obligations of Solstice and guaranteed on an unsecured senior basis by each of Solstice's existing and future domestic subsidiaries that guarantees the new senior secured credit facilities.

The Notes and related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and related guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum.

About Solstice

Solstice Advanced Materials is a global, differentiated advanced materials company and a leading global provider of refrigerants, semiconductor materials, protective fibers and healthcare packaging. The company operates through two segments, reported as Refrigerants & Applied Solutions and Electronic & Specialty Materials. Solstice's business is recognized as an industry innovator as well as a technology and quality leader, supported by some of the industry's most well-known brands.

About Honeywell

Honeywell is an integrated operating company serving a broad range of industries and geographies around the world. Our business is aligned with three powerful megatrends – automation, the future of aviation and energy transition – underpinned by our Honeywell Accelerator operating system and Honeywell Forge IoT platform. As a trusted partner, we help organizations solve the world's toughest, most complex challenges, providing actionable solutions and innovations through our Aerospace Technologies, Industrial Automation, Building Automation and Energy and Sustainability Solutions business segments that help make the world smarter, safer, as well as more secure and sustainable.

Forward-Looking Statements and Other Disclaimers

We describe many of the trends and other factors that drive our business and future results in this release. Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that address activities, events, or developments that management intends, expects, projects, believes, or anticipates will or may occur in the future. They are based on management's assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments, and other relevant factors, many of which are difficult to predict and outside of our control. They are not guarantees of future performance, and actual results, developments and business decisions may differ significantly from those envisaged by our forward-looking statements, including with respect to any changes in or abandonment of the proposed Spin-Off, offering of the Notes or the Senior Credit Facilities. We do not undertake to update or revise any of our forward-looking statements, except as required by applicable securities law. Our forward-looking statements are also subject to material risks and uncertainties, including ongoing macroeconomic and geopolitical risks, such as changes in or application of trade and tax laws and policies, including the impacts of tariffs and other trade barriers and restrictions, lower GDP growth or recession in the U.S. or globally, supply chain disruptions, capital markets volatility, inflation, and certain regional conflicts, that can affect our performance in both the near- and long-term. In addition, no assurance can be given that any plan, initiative, projection, goal, commitment, expectation, or prospect set forth in this release can or will be achieved. These forward-looking statements should be considered in light of the information included in this release, our Form 10-K, Solstice's Form 10 Registration Statement, as amended, and other filings with the SEC. Any forward-looking plans described herein are not final and may be modified or abandoned at any time.

 

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SOURCE Honeywell