SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

--------------------

 

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT – September 30, 2015

(Date of earliest event reported)

 

 

honeywell international inc.

(Exact name of Registrant as specified in its Charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

1-8974

(Commission File Number)

22-2640650

(I.R.S. Employer Identification Number)

 

 

 

 115 Tabor Road, Morris Plains, New Jersey 07950
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (973) 455-2000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
   
Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

On September 30, 2015, Honeywell International Inc. (“Honeywell”) amended its $4.0 billion Amended and Restated Five Year Credit Agreement (the “Credit Agreement”) dated as of July 10, 2015, 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 eliminates the $500 million sublimit for revolving credit borrowings and competitive bid borrowings in foreign currencies. The description of the amendment to the Credit Agreement contained herein is qualified in its entirety by reference to the Amendment to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

  Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

The following exhibit is filed as part of this report:

 

Exhibit #   Description
     
10.1  

Amendment No. 1, dated as of September 30, 2015, to the $4.0 billion Amended and Restated Five Year Credit Agreement dated as of  July 10, 2015 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.

 

 

 

 

 

SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  October 1, 2015 Honeywell International Inc.  
       
  By:   /s/ Jeffrey N. Neuman                        
   

Jeffrey N. Neuman

Vice President, Corporate Secretary and  Deputy General Counsel

 

 

 

 

Exhibit 10.1

 

EXECUTION COPY

 

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

 

Dated as of September 30, 2015

 

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Honeywell International Inc. (the “ Company ”), the other borrowers parties to the Credit Agreement referred to below, the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and CITIBANK, N.A., as agent (the “ Agent ”) for the Lenders.

 

PRELIMINARY STATEMENTS:

 

(1) The Company, the Lenders and the Agent have entered into an Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

 

(2) The Company and the Majority Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

 

SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

 

(a) Section 2.01(a) is amended by deleting in full the following sentence:

 

Notwithstanding anything herein to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, would exceed $500,000,000.

 

(b) Section 2.03(a) is amended by deleting in full the following sentence.

 

Notwithstanding anything herein to the contrary, no Competitive Bid Borrowing may be made in a Foreign Currency if, after giving effect to the making of such Competitive Bid Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major Currencies, would exceed $500,000,000.

 

(c) Section 2.10(b)(ii) is deleted in full.

 

SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Company and the Majority Lenders.

 

SECTION 3. Representations and Warranties of the Company . The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Credit Agreement are true and correct on and as of the date hereof and (ii) no Default has occurred and is continuing.

 

SECTION 4. Reference to and Effect on the Loan Documents . (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

 

(b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

 

(d) This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.

 

SECTION 5. Costs and Expenses . The Company agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.

 

SECTION 6. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

 

SECTION 7. Governing Law . This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

  HONEYWELL INTERNATIONAL INC.
       
  By: /s/ John J. Tus  
  Name: John J. Tus  
  Title: Vice President and Treasurer  
       
  CITIBANK, N.A., as Administrative Agent and as a Lender
       
  By: /s/ Susan M. Olsen  
  Name: Susan M. Olsen  
  Title: Vice President  
       
  JPMORGAN CHASE BANK, N.A.
       
  By: /s/ Richard W. Duker  
  Name: Richard W. Duker  
  Title: Managing Director  
       
  BANK OF AMERICA, N.A.
       
  By: /s/ Lindsay Kim  
  Name: Lindsay Kim  
  Title: Vice President  
       
  BARCLAYS BANK PLC
       
  By: /s/ Christopher R. Lee  
  Name: Christopher R. Lee  
  Title: Vice President  
       
  DEUTSCHE BANK AG NEW YORK BRANCH
       
  By: /s/ Ming K. Chu  
  Name: Ming K. Chu  
  Title: Vice President  
       
  By: /s/ Heidi Sandquist  
  Name: Heidi Sandquist  
  Title: Director  
 
  GOLDMAN SACHS BANK USA
       
  By: /s/ Jamie Minieri  
  Name: Jamie Minieri  
  Title: Authorized Signatory  
       
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
       
  By: /s/ Maria Iarriccio  
  Name: Maria Iarriccio  
  Title: Director  
       
  MORGAN STANLEY BANK, N.A.
       
  By: /s/ Jason Lipschitz  
  Name: Jason Lipschitz  
  Title: Authorized Signatory  
       
  WELLS FARGO BANK, NATIONAL ASSOCIATION
       
  By: /s/ James Travagline  
  Name: James Travagline  
  Title: Director  
       
  BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH
       
  By: /s/ Brian Crowley  
  Name: Brian Crowley  
  Title: Managing Director  
       
  By: /s/ Luca Sacchi  
  Name: Luca Sacchi  
  Title: Managing Director  
       
  BNP PARIBAS
       
  By: /s/ Angela Bentley Arnold  
  Name: Angela Bentley Arnold  
  Title: Managing Director  
       
  By: /s/ Kwang Kyun Choi  
  Name: Kwang Kyun Choi  
  Title: Vice President  
 
  HSBC BANK USA, NATIONAL ASSOCIATION
       
  By: /s/ Patrick Mueller  
  Name: Patrick Mueller  
  Title: Director  
       
  INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
       
  By: /s/ Peitao Chen  
  Name: Peitao Chen  
  Title: Deputy General Manager  
       
  INTESA SANPAOLO S.P.A., NEW YORK BRANCH
       
  By: /s/ Jordan Schweon  
  Name: Jordan Schweon  
  Title: Global Relationship Manager  
       
  By: /s/ Francesco Di Mario  
  Name: Francesco Di Mario  
  Title: FVP, Credit Manager  
       
  MIZUHO BANK, LTD.
       
  By: /s/ Donna DeMagistris  
  Name: Donna DeMagistris  
  Title: Authorized Signatory  
       
  ROYAL BANK OF CANADA
       
  By: /s/ Kevin Flynn  
  Name: Kevin Flynn  
  Title: Authorized Signatory  
       
  SOCIETE GENERALE
       
  By: /s/ Linda Tam  
  Name: Linda Tam  
  Title: Director  
 
  STANDARD CHARTERED BANK
       
  By: /s/ Felipe Macia  
  Name: Felipe Macia  
  Title: Managing Director  
       
  By: /s/ Hsing H. Huang  
  Name: Hsing H. Huang  
  Title: Associate Director  
       
  SUMITOMO MITSUI BANKING CORPORATION
       
  By: /s/ David W. Kee  
  Name: David W. Kee  
  Title: Managing Director  
       
  THE NORTHERN TRUST COMPANY
       
  By: /s/ Andrew Holtz  
  Name: Andrew Holtz  
  Title: Senior Vice President  
       
  THE ROYAL BANK OF SCOTLAND PLC
       
  By: /s/ Jeannine Pascal  
  Name: Jeannine Pascal  
  Title: Vice President  
       
  TORONTO DOMINION (TEXAS) LLC
       
  By: /s/ Rayan Karim  
  Name: Rayan Karim  
  Title: Authorized Signatory  
       
  U.S. BANK NATIONAL ASSOCIATION
       
  By: /s/ Mark Irey  
  Name: Mark Irey  
  Title: Vice President  
 
  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
       
  By: /s/ Robert Grillo  
  Name: Robert Grillo  
  Title: Director  
       
  BANK OF CHINA, NEW YORK BRANCH
       
  By: /s/ Haifeng Xu  
  Name: Haifeng Xu  
  Title: Executive Vice President  
       
  BAYERISCHE LANDESBANK, NEW YORK BRANCH
       
  By: /s/ Matthew DeCarlo  
  Name: Matthew DeCarlo  
  Title: Senior Director  
       
  By: /s/ Elke Videgain  
  Name: Elke Videgain  
  Title: Vice President  
       
  CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
       
  By: /s/ Mark Koneval  
  Name: Mark Koneval  
  Title: Managing Director  
       
  By: /s/ Gordon Yip  
  Name: Gordon Yip  
  Title: Director  
       
  DANSKE BANK A/S
       
  By: /s/ Bjarne Madsen  
  Name: Bjarne Madsen  
  Title: Senior Loan Manager  
       
  By: /s/ Gert Carstens  
  Name: Gert Carstens  
  Title: Senior Loan Manager  
 
  DBS BANK LTD.
       
  By: /s/ Jacqueline Tan  
  Name: Jacqueline Tan  
  Title: Senior Vice President  
       
  LLOYDS BANK PLC
       
  By: /s/ Erin Doherty  
  Name: Erin Doherty  
  Title: Assistant Vice President  
       
  By: /s/ Julia R. Franklin  
  Name: Julia R. Franklin  
  Title: Vice President  
       
  SANTANDER BANK , N.A.
       
  By: /s/ William Maag  
  Name: William Maag  
  Title: Managing Director  
       
  THE BANK OF NEW YORK MELLON
       
  By: /s/ David Wirl  
  Name: David Wirl  
  Title: Managing Director  
       
  THE BANK OF NOVA SCOTIA
       
  By: /s/ Michelle Phillips  
  Name: Michelle Phillips  
  Title: Director  
       
  UNICREDIT BANK AG, NEW YORK BRANCH
       
  By: /s/ Ken Hamilton  
  Name: Ken Hamilton  
  Title: Managing Director  
       
  By: /s/ Betsy Hudson  
  Name: Betsy Hudson  
  Title: Associate Director  
 
  WESTPAC BANKING CORPORATION
       
  By: /s/ Richard Yarnold  
  Name: Richard Yarnold  
  Title: Senior Relationship Manager