Carrier Announces Tender Offers for Outstanding Debt Securities

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PALM BEACH GARDENS, Florida., March 15, 2022 /PRNewswire/ — Carrier Global Corporation (NYSE: CARR) (the “Company”) announced today that it has initiated tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the “Titles” and each a “series”).

(PRNewsfoto/Carrier)

Up to $1,150,000,000 in aggregate principal amount of Carrier Global Corporation securities listed below in the
Acceptance priority levels and subject to the series bidding cap listed below

security title

CUSIP/ISIN number
Number

Major
Rising
Exceptional

Acceptance
Priority
Level

Series Tender

Cap(1)

US Treasury
Reference
Security

Bloomberg
Reference
Page

Fixed
propagated

Early
Tender
Payment
(2)(3)

2.242% Seniors
Tickets due in 2025

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

$2,000,000,000

1

$800,000,000

1.750% UST
due on 03/15/2025

FIT1

+70 basis points

$30

2.493% Seniors Tickets due in 2027

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

$1,250,000,000

2

N / A

1.875% UST
due on 02/28/2027

FIT1

+95 basis points

$30

(1)

Bids for the Securities (as defined below) are subject to the Aggregate Bid Cap (as defined below) of $1,150,000,000 and the Series Bid Cap (as defined below).

(2)

Per $1,000 of capital.

(3)

The Total Consideration (as defined below) for Securities validly tendered on or before the Early Tender Date (as defined below) and accepted for purchase will be calculated using the applicable Fixed Spread and includes the Payment Early Tender (as defined below) .

The tender offers consist of cash tender offers, on the terms and conditions set out in the offer to purchase, dated March 15, 2022 (as may be amended or supplemented from time to time, the “Tender Offer”), the 2.242% Senior Notes due 2025 (the “2025 Maturity Notes”) and the 2.493 % maturing in 2027, up to $1,150,000,000 aggregate principal amount of the Notes (the “aggregate bid cap”) for all Notes purchased under the public tender offers, provided that the offer to purchase the Notes due in 2025 is subject to a sub-limit of the total principal amount of $800,000,000 (the “Series Bidding Cap”). The Company reserves the right, but has no obligation, to increase, decrease or eliminate the aggregate bid cap and/or series bid cap at any time, subject to applicable law. The amount of each series of Notes to be purchased will be determined in accordance with the acceptance priority levels set out in the table above without exceeding the aggregate Bid Cap and the series Bid Cap and may be pro-rated as described in the Offer to Purchase. The Company refers investors to the Tender Offer for the complete terms and conditions of the tender offers.

Public tender offers for the Securities will expire at 11:59 p.m., New York City It’s time April 11, 2022, or, 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 applicable “Expiration Date”), unless terminated earlier. Security Holders must validly bring and not validly withdraw their Securities no later than 5:00 p.m., New York City It’s time March 28, 2022 (the date and time, as may be extended in connection with a tender offer, the applicable “early offer date”), to be eligible to receive the total consideration, which includes a cash amount equal to the amount set out in the table above under the heading “Prepayment of Bid” (the “Prepayment of Bid”). If a Holder validly tenders Securities after the applicable Early Tender Date but on or before the applicable Expiry Date, the Holder may only receive the applicable Late Redemption Offer Consideration (as defined below) plus accrued interest.

The applicable consideration (the “Total Consideration”) offered by $1,000 the principal amount of each series of securities validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the applicable tender offer will be determined in accordance with the formula set forth in the tender offer by reference to the applicable fixed spread for that series specified in the table above plus the applicable yield based on the bid price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City It’s time March 29, 2022. The “Late Offer Consideration” is equal to the Total Consideration less the Early Offer Payment.

Each tender offer will expire on the applicable expiry date. Except as provided below, payment for Securities validly deposited on or before the Expiry Date will be made on a date immediately following the Expiry Date, which currently should be April 13, 2022, the second business day after the expiration date. The Company reserves the right, at its sole discretion, to make payment for Securities validly tendered no later than the Early Tender Date on an earlier settlement date, which, if any, is currently scheduled to be March 30, 2022the second business day after the early submission date.

Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last applicable interest payment date up to, but not including, the applicable settlement date (“Accrued Interest”). .

Securities tendered may be withdrawn at or before, but not after, 5:00 p.m., New York City It’s time March 28, 2022, unless extended or otherwise required by applicable law (the “Withdrawal Period”). Subject to applicable law, the Company may extend the Early Offer Date without extending the Withdrawal Period in respect of a public tender offer.

Tender offers are subject to the satisfaction or waiver of certain conditions set forth in the offer to purchase. Tenders are not subject to minimum tender conditions.

Information relating to public offers

The tender offer is being distributed to holders as of today. JP Morgan and Morgan Stanley are the managing dealers for the tender 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 and can be reached at (866) 828-6934 (bankers and brokers may call toll free sent to (212) 269-5550) or by e-mail to [email protected]

Neither the Company nor its affiliates, their respective boards of directors, broker-managers, tender and information agent or trustee with respect to the 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. Holders 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.

Complete details of tender offers, including complete instructions on how to tender securities, are included in the offer to purchase. Holders are strongly urged to carefully read the Offer to Purchase, including the documents incorporated by reference herein, because they will contain important information. The offer to purchase may be obtained from DF King & Co., Inc., toll-free, 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 on which it 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

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SOURCE Carrier Global Corporation


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