Honeywell announced that Solstice Advanced Materials Inc., which is set to be spun off from Honeywell later this year, has priced a private offering of $1 billion in senior notes due 2033. The notes will carry an interest rate of 5.625% per annum and are scheduled to mature on September 30, 2033. Interest payments will be made semi-annually starting March 31, 2026. The transaction is expected to close around September 30, 2025, pending customary closing conditions.
The spin-off of Solstice is anticipated to conclude in the fourth quarter of 2025. As part of the process, Solstice plans to enter into several credit facilities including a senior secured first-lien term B loan facility and a revolving credit facility. Proceeds from the notes offering, along with borrowings under these facilities, will be used partly for a distribution to Honeywell related to the spin-off and also for associated fees and expenses. Any remaining funds after covering transaction costs are intended for general corporate purposes.
Funds raised through the note issuance will remain in escrow until certain conditions related to the spin-off are met. If these conditions are not satisfied by March 31, 2026, the notes will be redeemed at their principal amount plus accrued interest.
The notes represent senior unsecured obligations of Solstice and will be guaranteed on an unsecured senior basis by its domestic subsidiaries that guarantee the new 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,” according to Honeywell’s statement. “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,” Honeywell said. “Any offers of the Notes or related guarantees will be made only by means of a private offering memorandum.”
Solstice Advanced Materials operates globally across two segments: Refrigerants & Applied Solutions and Electronic & Specialty Materials. Its products include refrigerants, semiconductor materials, protective fibers and healthcare packaging.
Honeywell serves multiple industries worldwide with operations aligned around automation technology trends as well as energy transition initiatives through business segments such as Aerospace Technologies and Industrial Automation.
“We describe many of the trends and other factors that drive our business and future results in this release,” Honeywell stated regarding forward-looking statements included with its announcement. “Such discussions contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934… They are based on management’s assumptions… They are not guarantees of future performance… We do not undertake to update or revise any of our forward-looking statements except as required by applicable securities law.” The company noted risks including economic uncertainty, supply chain disruptions and market volatility could affect outcomes described.
