Honeywell announced that Solstice Advanced Materials Inc., a company set to be spun off from Honeywell, has begun a private offering of $1 billion in senior notes due 2033. The final amount, timing, and terms of the notes will depend on market conditions.
The spin-off of Solstice is expected to conclude in the fourth quarter of 2025. As part of this process, Solstice plans to establish several credit facilities, including a senior secured first-lien term B loan facility and a revolving credit facility. Part of the proceeds from the notes, along with funds from the term loan, will be distributed to Honeywell as part of the spin-off and used for transaction-related costs. Remaining funds are intended for general corporate purposes. The proceeds from this offering will be held in escrow until certain conditions related to the spin-off are met; if these are not satisfied by March 31, 2026, the notes will be redeemed at their principal value plus accrued interest.
The notes are senior unsecured obligations and will be guaranteed on an unsecured senior basis by Solstice’s domestic subsidiaries that guarantee its new credit facilities.
These securities have not been registered under U.S. securities laws and can only be offered or sold under specific exemptions or outside the United States according to regulatory requirements. “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.”
Solstice Advanced Materials operates globally and provides refrigerants, semiconductor materials, protective fibers, and healthcare packaging through two main segments: Refrigerants & Applied Solutions and Electronic & Specialty Materials.
Honeywell continues its operations across multiple industries worldwide with focus areas including automation technology, aviation advancements, and energy transition solutions.
“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 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 policies including impacts tariffs other trade barriers restrictions lower GDP growth recession U.S globally supply chain disruptions capital markets volatility inflation certain regional conflicts that can affect our performance both near- long-term In addition no assurance can be given that any plan initiative projection goal commitment expectation prospect set forth this release can will achieved These forward-looking statements should considered light information included this release Form 10-K Solstice’s Form Registration Statement amended filings SEC Any forward-looking plans described herein are not final may modified abandoned at any time,” according to Honeywell’s statement.
