Carrier Announces Benchmark Yields for Takeover Bids for its Outstanding Debt Securities

PALM BEACH GARDENS, Florida., March 29, 2022 /PRNewswire/ — Carrier Global Corporation (NYSE: CARR) (the “Company”) today announced benchmark yields for its previously announced cash tender offers (the “Tender Offers”), in the order of priority shown in the table below, up to an aggregate principal amount of the outstanding Senior Notes listed in the table below (collectively, the “Securities” and each a “Series”) so that the total amount payable upon settlement (excluding accrued and unpaid interest) (i) for all Notes purchased under the Tender Offers does not exceed $1,150,000,000 (the “Total Repurchase Cap”) and (ii) for the 2.242% Senior Notes of the Company maturing in 2025 (the “Notes maturing in 2025”) purchased under the Tender Offers does not exceed $800,000,000 (the “Series Bidding Cap”).

security title

CUSIP number/ ISIN number

Principal amount outstanding

Acceptance priority level

Series Tender Cap(1)

U.S. Treasury Benchmark Security

Benchmark return(2)

Bloomberg reference page

Fixed spread

Tender advance payment (3)

Total Consideration(4)

2.242% Seniors

Tickets due in 2025

14448CAN4 (SEC) / 14448CAF1 (144A) / USU1453PAE17

$2,000,000,000

1

$800,000,000

1.750% UST
payable
03/15/2025

2.519%

FIT1

+70 basis points

$30

$973.36

2.493%
Senior

Notes Due
2027

14448CAP9 (SEC) / 14448CAH7 (144A) / USU1453PAF81

$1,250,000,000

2

N / A

1.875% UST due 02/28/2027

2.496%

FIT1

+95 basis points

$30

$957.55

(1)

Bids for the Notes are subject to the Aggregate Bidding Cap and, in the case of Notes due 2025, the series Bidding Cap. The Company will purchase up to the aggregate deposit limit of its securities, subject to the acceptance priority levels set out in the table above (each, an “Acceptance Priority Level”) and the deposit limit series. The Company reserves the right to increase, decrease or eliminate the aggregate bid cap and/or series bid cap at any time, subject to compliance with applicable law.

(2)

Each Benchmark Return was determined as of 10:00 a.m., New York City time, March 29, 2022.

(3)

Per $1,000 of capital.

(4)

Payable for each $1,000 principal amount of each specified series of securities validly tendered on or before the Early Tender Date and accepted for purchase

The Public Offers are made pursuant to an offer to purchase dated March 15, 2022 (as it may be amended or supplemented from time to time, the “Tender Offer”), which sets out the terms and conditions of the Tender Offers. The Public Offers will expire at 11:59 p.m., New York City It’s time April 11, 2022or, in each case, such other date and time at which the Company extends the applicable Tender Offer (the date and time, as may be extended in respect of a Tender Offer, the “Date of Expiry” applicable), unless terminated earlier.

The applicable consideration (the “Total Consideration”) offered by $1,000 the principal amount of each series of Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Tender Offer by reference to the “Fixed Spread” applicable for that series of Securities specified in the table above, plus the applicable Benchmark Yield for that series of Securities specified in the table above. It is expected that the settlement date for the Securities validly tendered at the latest on the Early Offering Date will be March 30, 2022.

The Company’s obligation to accept in payment and to pay for the Securities validly tendered to the Tender Offers is not subject to any minimum tender condition, but is subject to the satisfaction or waiver of the conditions described in the Tender Offer. ‘Purchase. The Company reserves the right, subject to applicable law, at any time (i) to waive all conditions of any of the Tender Offers, (ii) to extend or terminate any of the Tender Offers, ( (iii) increase, decrease or eliminate the aggregate redemption limit, (iv) increase, decrease or eliminate the series redemption limit, or (v) otherwise modify any of the redemption offers in any respect whether it be.

Information relating to public offers

JP Morgan and Morgan Stanley are the dealer managers (the “Dealer Managers”) for the Public Offers. Investors with questions regarding the tender offers may contact JP Morgan at (866) 834-4666 (toll-free) or (212) 834-4045 (collect) and Morgan Stanley at (800) 624-1808 ( toll-free) or (212) 761-1057 (call collect). DF King & Co., Inc. is the Tender and Information Agent for the Tender Offers (the “Tender and Information Agent”) and may be contacted at (866) 828-6934 (bankers and brokers can call collect at (212) 269-5550) or by email at [email protected].

Neither the Company nor its affiliates, their respective boards of directors, broker-managers, the tendering and information agent or the trustee with respect to any series of securities makes any recommendation as to whether holders are expected to tender securities to any of the tender offers, and neither the Company nor any other person has authorized anyone to make such a recommendation. Securityholders must make their own decision as to whether to deposit any of their Securities and, if so, the principal amount of Securities to be deposited.

This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell securities. Offers to purchase are made only pursuant to the offer to purchase and only in jurisdictions permitted by applicable law.

Full details of the offers to purchase, including complete instructions on how to tender securities, are included in the offer to purchase. The Offer to Purchase, including the documents incorporated by reference herein, contains important information that securityholders should read before making a decision to tender securities. Copies of the Offer to Purchase may be obtained free of charge from DF King & Co., Inc., by calling toll-free at (866) 828-6934 (bankers and brokers may call collect at (212) 269-5550) or by email at [email protected].

About the carrier

As the world’s leading provider of healthy, safe, sustainable and smart building and cold chain solutions, Carrier Global Corporation is committed to making the world safer, more sustainable and more comfortable for generations to come. From the beginning, we have pioneered new technologies and entirely new industries. Today, we continue to lead because we have a diverse, world-class workforce that puts the customer at the center of everything we do. For more information, visit corporate.carrier.com or follow Carrier on social media at @Carrier.

Forward-looking statements

This communication contains statements which, to the extent that they are not statements of historical or current fact, constitute “forward-looking statements” under securities laws. These forward-looking statements are intended to provide management’s current expectations or plans regarding 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”, “outlook”, “estimate”, “project”, ” target”, “anticipate”, “will”, “should”, “see”, “direction”, “outlook”, “confident”, “scenario” and other words of similar meaning in connection with a discussion of operational performance or future financial statements or separation from United Technologies Corporation (the “Separation”), since renamed Raytheon Technologies Corporation. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, stock repurchases, tax rates and other measures of financial performance or Carrier’s potential future plans, strategies or transactions, estimated costs associated with the Separation, Carrier’s plans regarding 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 by the forward-looking statements. For information on identifying factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see Carrier’s reports on Forms 10-K, 10-Q, and 8-K. filed with or furnished to the United States Securities and Exchange Commission. from time to time. Any forward-looking statement speaks only as of the date the statement is made, and Carrier undertakes 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.

CARR-IR

SOURCE Carrier Global Corporation

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