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CORRESP Filing

CARRIER GLOBAL Corp
Date: July 29, 2025 · CIK: 0001783180 · Accession: 0000950142-25-002043

Offering / Registration Process Regulatory Compliance Capital Structure

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Date
July 29, 2025
Author
By
Form
CORRESP
Company
CARRIER GLOBAL Corp

Letter

CARRIER GLOBAL CORPORATION

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

July 29, 2025

VIA EDGAR

U.S. Securities and Exchange Commission Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Carrier Global Corporation Registration Statement on Form S-4 Filed on July 29, 2025

Ladies and Gentlemen:

Reference is made to the above-referenced Registration Statement on Form S-4 (the " Registration Statement "), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the " Act "), on the date hereof, in connection with the proposed offer by Carrier Global Corporation (the " Company ") to exchange (the " Exchange Offer ") up to the aggregate principal amount outstanding of the Company's unregistered €750,000,000 3.625% notes due 2037 (the " Old Notes ") for an equal aggregate principal amount of the Company's €750,000,000 3.625% notes due 2037 (the " Exchange Notes ") the offer of which has been registered under the Act.

The Company is registering the Exchange Offer in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the " Staff ") enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

This will confirm that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company's information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of the Exchange Notes (1) cannot not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993), or similar letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K under the Act.

In addition, the Company will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker- dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter (or equivalent electronic instruction to be executed by each person participating in the exchange offer) to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with any person to distribute the Old Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act. See Shearman & Sterling (available July 2, 1993).

Sincerely,
CARRIER GLOBAL CORPORATION

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CORRESP
 1
 filename1.htm

 CARRIER GLOBAL CORPORATION

 13995 Pasteur Boulevard

 Palm Beach Gardens, Florida 33418

 July 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Carrier Global Corporation
 Registration Statement on Form S-4
 Filed on July 29, 2025

 Ladies and Gentlemen:

 Reference is made to the above-referenced Registration
Statement on Form S-4 (the " Registration Statement "), filed with the U.S. Securities and Exchange Commission under
the U.S. Securities Act of 1933, as amended (the " Act "), on the date hereof, in connection with the proposed offer
by Carrier Global Corporation (the " Company ") to exchange (the " Exchange Offer ") up to the aggregate
principal amount outstanding of the Company's unregistered €750,000,000 3.625% notes due 2037 (the " Old Notes ")
for an equal aggregate principal amount of the Company's €750,000,000 3.625% notes due 2037 (the " Exchange Notes ")
the offer of which has been registered under the Act.

 The Company is registering the Exchange Offer in reliance
on the position of the staff of the U.S. Securities and Exchange Commission (the " Staff ") enunciated in Exxon Capital
Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman
& Sterling (available July 2, 1993).

 This will confirm that the Company has not entered
into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company's information
and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has
no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Company
will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is
being registered for the purpose of secondary resales, any security holder using the Exchange Offer to participate in a distribution of
the Exchange Notes (1) cannot not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (available May 13,
1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993),
or similar letters and (2) must comply with registration and prospectus delivery requirements of the Act in connection with any sale or
transfer of the Exchange Notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K under the Act.

 In addition, the Company will (i) make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker- dealer who holds Old Notes acquired
for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for
such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of
the Act in connection with any resale of such Old Notes and (ii) include in the transmittal letter (or equivalent electronic instruction
to be executed by each person participating in the exchange offer) to be executed by an exchange offeree in order to participate in the
Exchange Offer a provision to the following effect:

 If the undersigned or any beneficial owner is a broker-dealer,
the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging
Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into
any arrangement or understanding with any person to distribute the Old Notes and (3) acknowledges that it will deliver a prospectus meeting
the requirements of the Act in connection with any resale of such Old Notes; however, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Act. See Shearman & Sterling
 (available July 2, 1993).

 Sincerely,

 CARRIER GLOBAL CORPORATION

 By:
 /s/ Erin O'Neal

 Name:
 Erin O'Neal

 Title:
 Executive Director, Corporate Secretary

 Cc:
 John C. Kennedy

 Luke R. Jennings

 David A.P. Marshall

 Paul, Weiss, Rifkind, Wharton & Garrison LLP