8-KMaterial AgreementsFinancial EventsExhibits & Filings

CARRIER GLOBAL Corp 8-K Report, Material Agreement (Nov 8, 2024)

Filed November 8, 2024For Securities:CARR

Summary

Carrier Global Corporation (CARR) has filed an 8-K report detailing the completion of a private offering of €750,000,000 aggregate principal amount of 3.625% euro-denominated notes due 2037. The primary purpose of this new debt issuance was to refinance existing debt, specifically the Company's 4.375% Euro 2025 Notes. This strategic move aims to lower the company's overall interest expense and extend its debt maturity profile, potentially improving financial flexibility. The issuance was conducted through a private placement to qualified institutional buyers and is not registered under the Securities Act. In conjunction with the new notes offering, Carrier has redeemed its Euro 2025 Notes for approximately €770.7 million. This refinancing demonstrates proactive debt management by Carrier, taking advantage of current market conditions to secure a lower interest rate and a longer maturity. The company has also entered into a Registration Rights Agreement to facilitate the exchange of these private notes for registered notes, indicating a commitment to transparency and regulatory compliance for future resales. Investors should note the terms of the new notes, including call provisions and change of control clauses, which offer certain protections.

Key Highlights

  • 1Completion of a private offering for €750 million of 3.625% euro-denominated notes due 2037.
  • 2Proceeds used to redeem €750 million of 4.375% Euro 2025 Notes.
  • 3Refinancing aims to lower interest expense and extend debt maturity profile.
  • 4New notes issued under a Supplemental Indenture to an existing Base Indenture.
  • 5Redemption price for Euro 2025 Notes was approximately €770.7 million (€1,027.54 per €1,000 principal amount).
  • 6Notes offered to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S).
  • 7Entered into a Registration Rights Agreement to allow for the exchange of private notes for registered notes.

Frequently Asked Questions

The primary purpose was to refinance the Company's 4.375% Euro 2025 Notes. Carrier used the proceeds from the new 3.625% notes to redeem the maturing Euro 2025 Notes, thereby lowering its interest expense and extending its debt maturity.

The new notes have an aggregate principal amount of €750,000,000, carry a fixed interest rate of 3.625% per annum, and mature in 2037.

Carrier redeemed the Euro 2025 Notes for a total of approximately €770,655,000. This amount includes the principal redemption of €756,000,000 and accrued and unpaid interest of €14,655,000.

These notes were offered and sold privately to qualified institutional buyers and persons outside the United States. They are not registered under the Securities Act. Carrier has entered into a Registration Rights Agreement to facilitate the eventual exchange of these private notes for new notes that will be registered and thus more easily resold.