FARMINGTON, Conn., Feb. 13, 2020 /PRNewswire/ -- United
Technologies Corp. (NYSE: UTX) ("UTC") announced today that its
wholly-owned subsidiary, Carrier Global Corporation ("Carrier"),
priced an offering of 144A notes with registration rights of
$500 million of 1.923% notes due 2023
(the "3-Year Notes"), $2 billion of
2.242% notes due 2025 (the "5-Year Notes"), $1.25 billion of 2.493% notes due 2027 (the
"7-Year Notes"), $2 billion of 2.722%
notes due 2030 (the "10-Year Notes"), $1.5
billion of 3.377% notes due 2040 (the "20-Year Notes") and
$2 billion of 3.577% notes due 2050
(the "30-Year Notes" and, together with the 3-Year Notes, the
5-Year Notes, the 7-Year Notes, the 10-Year Notes and the 20-Year
Notes, the "Notes"). The Notes are expected to settle on
February 27, 2020, subject to
customary closing conditions.
Interest on the 3-Year Notes, the 5-Year Notes, the 7-Year Notes
and the 10-Year Notes will be payable semi-annually, in cash in
arrears, on February 15 and
August 15 of each year, commencing on
August 15, 2020. Interest on the
20-Year Notes and the 30-Year Notes will be payable semi-annually,
in cash in arrears, on April 5 and
October 5 of each year, commencing on
October 5, 2020. Each series of Notes
initially will be guaranteed on an unsecured, unsubordinated basis
by UTC. Each of the UTC guarantees will terminate upon the
distribution of shares of Carrier common stock to UTC stockholders
in connection with the previously announced planned separation of
Carrier from UTC. Carrier intends to use the net proceeds from the
sale of the Notes to make a cash distribution to UTC. UTC intends
to use the proceeds it receives from Carrier to pay principal and
accrued interest on a portion of its outstanding indebtedness.
The Notes are being offered only to "qualified institutional
buyers" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and only to
non-U.S. persons outside the United
States in reliance on Regulation S under the Securities Act.
The Notes will not be initially registered under the Securities Act
or any state securities laws and may not be offered or sold in
the United States absent an
effective registration statement or an applicable exemption from
registration requirements or a transaction not subject to the
registration requirements of the Securities Act or any state
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful. Any
offers of the Notes will be made only by means of a private
offering memorandum.
About United Technologies Corporation
United Technologies Corp., based in Farmington, Connecticut, provides
high-technology systems and services to the building and aerospace
industries. By combining a passion for science with precision
engineering, the company is creating smart, sustainable solutions
the world needs.
About Carrier
Carrier is a leading global provider of innovative HVAC,
refrigeration, fire, security and building automation technologies.
Supported by the iconic Carrier name, the company's portfolio
includes industry-leading brands such as Carrier, Kidde, Edwards,
LenelS2 and Automated Logic. Carrier's businesses enable modern
life, delivering efficiency, safety, security, comfort,
productivity and sustainability across a wide range of residential,
commercial and industrial applications.
Cautionary Statement
This press release contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. From time
to time, oral or written forward-looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide management's
current expectations or plans for UTC's and/or 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," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"confident" and other words of similar meaning in connection with a
discussion of future operating or financial performance or the
separation. Forward-looking statements may include, among other
things, statements relating to future sales, earnings, cash flow,
results of operations, uses of cash, share repurchases, tax rates
and other measures of financial performance or potential future
plans, strategies or transactions of UTC, Carrier or Otis Worldwide
Corporation ("Otis") following UTC's separation into three
independent public companies and/or following completion of its
merger with Raytheon Company ("Raytheon"), including the expected
timing of completion of the separation and estimated costs
associated with the separation, the Raytheon merger, including
synergies or customer cost savings and the expected timing of the
completion of the Raytheon merger, 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 in the
forward-looking statements. For those statements, we claim the
protection of the safe harbor for forward-looking statements
contained in the U.S. Private Securities Litigation Reform Act of
1995. Such risks, uncertainties and other factors include, without
limitation: (1) the effect of economic conditions in the industries
and markets in which UTC and Carrier and their respective
businesses operate in the U.S. and globally and any changes
therein, including financial market conditions, fluctuations in
commodity prices, interest rates and foreign currency exchange
rates, levels of end market demand in construction, the impact of
weather conditions, pandemic health issues and natural disasters
and the financial condition of UTC's or Carrier's customers and
suppliers; (2) challenges in the development, production, delivery,
support, performance and realization of the anticipated benefits of
advanced technologies and new products and services; (3) future
levels of indebtedness, including indebtedness that may be incurred
in connection with the separation, and capital spending and
research and development spending; (4) future availability of
credit and factors that may affect such availability, including
credit market conditions and UTC's and Carrier's capital
structures; (5) the timing and scope of future repurchases of UTC's
common stock, which may be suspended at any time due to various
factors, including market conditions and the level of other
investing activities and uses of cash; (6) delays and disruption in
delivery of materials and services from suppliers; (7) cost
reduction efforts and restructuring costs and savings and other
consequences thereof; (8) new business and investment
opportunities; (9) the anticipated benefits of moving away from
diversification and balance of operations across product lines,
regions and industries; (10) the outcome of legal proceedings,
investigations and other contingencies; (11) pension plan
assumptions and future contributions; (12) the impact of the
negotiation of collective bargaining agreements and labor disputes;
(13) the effect of changes in political conditions in the U.S. and
other countries in which UTC and Carrier and their respective
businesses operate, including the effect of changes in U.S. trade
policies or the U.K.'s withdrawal from the EU, on general market
conditions, global trade policies and currency exchange rates in
the near term and beyond; (14) the effect of changes in tax,
environmental, regulatory (including among other things
import/export) and other laws and regulations in the U.S. and other
countries in which UTC and Carrier and their respective businesses
operate; (15) the ability of UTC and Carrier to retain and hire key
personnel; (16) the scope, nature, impact or timing of the
separation and other acquisition and divestiture activity,
including among other things integration of acquired businesses
into existing businesses and realization of synergies and
opportunities for growth and innovation and incurrence of related
costs; (17) the expected benefits and timing of the separation, and
the risk that conditions to the separation will not be satisfied
and/or that the separation will not be completed within the
expected time frame, on the expected terms or at all; (18) a
determination by the IRS and other tax authorities that the
distribution or certain related transactions should be treated as
taxable transactions; (19) the possibility that any consents or
approvals required in connection with the separation will not be
received or obtained within the expected time frame, on the
expected terms or at all; (20) any financing transactions
undertaken in connection with the separation and risks associated
with the additional indebtedness; (21) the risk that dis-synergy
costs, costs of restructuring transactions and other costs incurred
in connection with the separation will exceed UTC's estimates; (22)
risks associated with the transactions contemplated by the Raytheon
merger agreement or the announcement or pendency of such
transactions, including disruptions to UTC's or Carrier's
operations and the potential distraction of UTC or Carrier
management or employees; (23) UTC's obligations pursuant to the
Raytheon merger agreement to consummate the Carrier distribution
and the Otis distribution in accordance with the terms and
conditions of the Raytheon merger agreement, including with respect
to the timing of the distributions and the requirement that UTC
obtain Raytheon's prior written consent to effect certain changes
to the terms of the separation or distributions, and the resulting
limitations on UTC's ability to determine or alter the structure or
timing of the internal restructuring, the separation and the
distributions or the terms and conditions of the separation
agreement or ancillary agreements; and (24) the impact of the
separation on UTC's business and the risk that the separation may
be more difficult, time-consuming or costly than expected,
including the impact on Carrier's resources, systems, procedures
and controls, diversion of management's attention and the impact on
relationships with customers, suppliers, employees and other
business counterparties. There can be no assurance that the
separation, distribution or any other transaction described above
will in fact be consummated in the manner described or at all. The
above list of factors is not exhaustive or necessarily in order of
importance. For additional information on identifying factors that
may cause actual results to vary materially from those stated in
forward-looking statements, see Carrier's registration statement on
Form 10 filed with the SEC and the reports of UTC on Forms 10-K,
10-Q and 8-K filed with or furnished to the SEC from time to time.
Any forward-looking statement speaks only as of the date on which
it is made, and UTC and Carrier assume 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.
UTC-IR
Contact:
|
Michele Quintaglie,
UTC
|
|
(860)
493-4364
|
View original
content:http://www.prnewswire.com/news-releases/utc-announces-pricing-of-carriers-notes-offering-301004988.html
SOURCE United Technologies Corp.