01—Abstract
Summary
Summary of the 8-K filed November 16, 2023. Cited figures are marked; the original filing is the authoritative source.
Carrier Global Corporation (CARR) announced the pricing of significant private offerings for both U.S. dollar-denominated and Euro-denominated notes, totaling approximately $5.7 billiona (USD 3 billion and EUR 2.35 billion).
These offerings are designed to fund the cash portion of the previously announced acquisition of Viessmann Group's climate solutions business and associated transaction costs. The notes have varying maturity dates and interest rates, with the Euro notes expected to close on November 29, 2023, and the USD notes on November 30, 2023. Investors should note that these offerings are not contingent on each other and include a special mandatory redemption clause if the Viessmann acquisition does not close by October 25, 2024.
This move signals Carrier's commitment to financing its strategic growth through debt. The issuance of these notes, offered to qualified institutional buyers and outside the U.S. under specific regulations, highlights the company's efforts to secure capital for a major transformative acquisition.
The inclusion of a redemption provision for the acquisition's failure underscores the strategic importance of the Viessmann deal to the company's future financial outlook. Investors should monitor the closing of the acquisition and the company's debt levels.
02—Key points
Key Highlights
- Carrier Global Corporation priced private offerings of $3 billion USD-denominated notes and €2.35 billion Euro-denominated notes.
- The total aggregate principal amount of the notes offered is approximately $5.7 billion.
- Proceeds will primarily fund the cash consideration for the acquisition of Viessmann Group's climate solutions business.
- The USD notes include tranches maturing in 2025 (5.800%), 2034 (5.900%), and 2054 (6.200%).
- The Euro notes include tranches maturing in 2025 (4.375%), 2028 (4.125%), and 2032 (4.500%).
- The Euro notes offering is expected to close on November 29, 2023, and the USD notes offering on November 30, 2023.
- The notes are subject to a special mandatory redemption if the Viessmann acquisition is not consummated by October 25, 2024.
03—Questions
Frequently Asked Questions
What is the primary purpose of these note offerings?
The primary purpose of these note offerings is to raise capital to fund the cash portion of the consideration for Carrier's previously announced acquisition of the climate solutions business of Viessmann Group, as well as to pay related fees and expenses.
When are the offerings expected to close?
The offering of the Euro Notes is expected to close on November 29, 2023, and the offering of the USD Notes is expected to close on November 30, 2023. Both closings are subject to customary conditions.
What happens if the Viessmann acquisition does not go through?
If the Viessmann acquisition is not consummated by October 25, 2024, the notes issued in these offerings will be subject to a special mandatory redemption.
Who is eligible to purchase these notes?
The notes were offered only to persons reasonably believed to be qualified institutional buyers in the U.S. (under Rule 144A) or, outside the U.S., to persons other than 'U.S. persons' in compliance with Regulation S. They are not registered under the Securities Act and may not be offered or sold in the U.S. without registration or an applicable exemption.
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