honeywell international inc. (LON:HON) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. | |
364-Day Credit Agreement
On April 28, 2017, Honeywell International Inc.
(Honeywell) entered into a $1.5 billion 364-Day Credit
Agreement (the 364-Day Credit Agreement) with the banks,
financial institutions and other institutional lenders party
thereto, Citibank, N.A., as administrative agent, JPMorgan Chase
Bank, N.A., as syndication agent, Bank of America, N.A., Barclays
Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA,
Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank,
National Association, as documentation agents, and Citigroup
Global Markets Inc. and JPMorgan Chase Bank, N.A., as joint lead
arrangers and co-book managers.
The 364-Day Credit Agreement is maintained for general corporate
purposes. Amounts borrowed under the 364-Day Credit Agreement are
required to be repaid no later than April 27, 2018, unless
termination occurs earlier to the terms of the 364-Day Credit
Agreement. The 364-Day Credit Agreement does not restrict
Honeywells ability to pay dividends, nor does it contain
financial covenants. The failure to comply with customary
conditions or the occurrence of customary events of default
contained in the 364-Day Credit Agreement would prevent any
further borrowings and would generally require the repayment of
any outstanding borrowings under the 364-Day Credit Agreement.
Such events of default include, among other things, (a)
non-payment of 364-Day Credit Agreement debt, interest or fees;
(b) non-compliance with the terms of the 364-Day Credit Agreement
covenants; (c) cross-default with other debt in certain
circumstances; (d) bankruptcy or insolvency; and (e) defaults on
certain obligations under the Employee Retirement Income Security
Act. Additionally, each of the lenders has the right to terminate
its commitment to lend additional funds under the 364-Day Credit
Agreement if any person or group acquires beneficial ownership of
30 percent or more of Honeywells voting stock, or, during any
12-month period, individuals who were directors of Honeywell at
the beginning of the period cease to constitute a majority of the
board of directors, except to the extent individuals who at the
beginning of such twelve month period were replaced by
individuals (x) whose election or nomination to the board of
directors was approved by a majority of remaining members of the
board of directors at the time of such election or nomination or
(y) who were nominated by a majority of the remaining members of
the board of directors at the time of such election or nomination
and subsequently elected as directors by shareholders of the
Company.
At Honeywells option, advances under the 364-Day Credit Agreement
would be (1) denominated in U.S. Dollars and would bear interest
at the Base Rate (as defined below) plus the Applicable Margin
minus 1.0% or (2) denominated in U.S. Dollars or in Euros and
would bear interest at the Eurocurrency Rate (defined as
reserve-adjusted LIBOR or EURIBOR, as applicable), plus the
Applicable Margin. Base Rate is the highest of (a) the rate of
interest announced publicly by Citibank in NewYork, NewYork, from
time to time, as Citibanks base rate, (b) 0.5% above the federal
funds rate and (c) LIBOR for a one month period (subject to a
floor of zero) plus 1.00%. The Applicable Margin is based on
Honeywells credit default swap mid-rate spread subject to a floor
and a cap based on Honeywells debt rating.
Honeywell has agreed to pay a commitment fee on the aggregate
unused commitment for the 364-Day Credit Agreement, based upon a
grid determined by reference to Honeywells non-credit enhanced
long-term senior unsecured debt rating (the Public Debt Rating),
in an amount equal to 0.030% per annum if Honeywell maintains its
Public Debt Rating at a level of at least A by Standard Poors, a
Standard Poors Financial Services LLC business (Standard
Poors), or A1 by Moodys Investors Service, Inc.
(Moodys) (Level 1), with a step-up to 0.040% per
annum if Honeywells Public Debt Rating level is lower than Level
1 but at least A by Standard Poors or A2 by Moodys (Level
2) and a further step-up to 0.060% per annum if Honeywells
Public Debt Rating level falls below Level 2. The 364-Day Credit
Agreement is not subject to termination based upon a decrease in
Honeywells debt ratings or as a result of a Material Adverse
Change (as defined in the 364-Day Credit Agreement).
The foregoing description of the 364-Day Credit Agreement is not
intended to be complete and is qualified in its entirety by
reference to the 364-Day Credit Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Amendment No. 3 to the Five Year Credit
Agreement
On April 28, 2017, Honeywell entered into Amendment No. 3 (the
Amendment) to the Amended and Restated Five Year Credit
Agreement dated as of July 10, 2015, as amended by that certain
Amendment No. 1 dated as of September 30, 2015 and that certain
Amendment No. 2 dated as of April 29, 2016 (as so amended, the
Credit Agreement), with the banks, financial institutions
and other institutional lenders party to the Credit Agreement,
Citibank, N.A., as administrative agent, Citibank International
Limited, as swing line agent, JPMorgan Chase Bank, N.A., as
syndication agent, Bank of America, N.A., Barclays Bank PLC,
Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan
Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National
Association, as documentation agents, and Citigroup Global
Markets Inc. and J.P. Morgan Securities LLC, as joint lead
arrangers and co-book managers. The Amendment, among other
things, extends the Credit Agreements termination date from July
10, 2021 to April 28, 2022.
The foregoing description of the Amendment is not intended to be
complete and is qualified in its entirety by reference to the
Amendment, a copy of which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
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The information set forth under Item 1.01 above regarding |
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is filed as part of this report:
| Exhibit # | Description | |
| 10.1 |
364-Day Credit Agreement, dated as of April 28, 2017, among |
|
| 10.2 |
Amendment No. 3, dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as ofJuly 10, 2015, as amended by Amendment No. 1 dated as of September 30, 2015 and that certain Amendment No. 2 dated as of April 29, 2016, among Honeywell International Inc., the banks, financial institutions and other institutional lenders parties thereto, Citibank, N.A., as administrative agent, Citibank International Limited, as swing line agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, National Association, as documentation agents, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and co-book managers. |
honeywell international inc. (LON:HON) Recent Trading Information
honeywell international inc. (LON:HON) closed its last trading session up +2.89 at 132.81 with shares trading hands.